|AECOM filed this Form 8-K on 03/14/2018|
SYNDICATED FACILITY AGREEMENT
This SYNDICATED FACILITY AGREEMENT (Agreement) is entered into as of October 17, 2014, among AECOM, a Delaware corporation (the Company), US STAR LP, a Delaware limited partnership (the Canadian Borrower), AECOM AUSTRALIA GROUP HOLDINGS PTY LTD (ACN 160 463 883), a company incorporated under the Corporations Act 2001 (Cth) of Australia (the Australian Borrower), certain Subsidiaries of the Company that are Restricted Subsidiaries and are from time to time party hereto pursuant to Section 2.15 (each a Designated Borrower and, together with the Company, the Canadian Borrower and the Australian Borrower, the Borrowers and each, a Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
The Company has requested that the Lenders provide a term A loan facility in Dollars, a term A loan facility in Canadian Dollars, a term A loan facility in Australian Dollars, a term B loan facility, and a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
Acquisition means the consummation of the Mergers, as defined in and pursuant to the Acquisition Agreement.
Acquisition Agreement means that certain Agreement and Plan of Merger, as amended, restated, supplemented or otherwise modified from time to time (and with respect to any amendment, restatement, supplement or modification on or prior to the Closing Date, to the extent that such amendment, supplement or modification (including, without limitation, any updates to the exhibits, annexes and schedules thereto) is not material and adverse to the interests of the Lenders (in their capacities as such), either individually or in the aggregate, without the prior written consent of the Arrangers, such consent not to be unreasonably withheld, delayed or conditioned) among the Company, ACM Mountain I, LLC, ACM Mountain II, LLC and URS Corporation dated as of July 11, 2014, including all schedules and exhibits thereto.
Act has the meaning specified in Section 10.18.
Additional Lender means, as of any date of determination, any Person (other than an existing Lender) that qualifies as an Eligible Assignee and agrees to be a Lender under this Agreement in connection with any Incremental Increase.
Administrative Agent means Bank of America in its capacity as administrative agent under any of the Loan Documents, and any branch (including Bank of America, N.A., acting through its Canada branch for Loans denominated in Canadian Dollars), office or Affiliate of it, or any successor administrative agent.