SECOND AMENDMENT
EXHIBIT 10.2
EXECUTION COPY
SECOND AMENDMENT
THIS SECOND AMENDMENT (this “Amendment”) dated as of September 5, 2018 to the Credit Agreement referred to below is by and among ABM INDUSTRIES INCORPORATED, a Delaware corporation (the “Company”), the Designated Borrowers identified on the signature pages hereto, the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H
WHEREAS, the Company, the Designated Borrowers identified therein, the Lenders identified therein and the Administrative Agent are parties to the Credit Agreement dated as of September 1, 2017 (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”); and
WHEREAS, the Loan Parties have requested that the Required Lenders amend certain provisions of the Credit Agreement and the Required Lenders have agreed to such amendments on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.
2. Amendments. The Credit Agreement is amended as follows:
2.1 Section 6.13(a) of the Credit Agreement is amended and restated in its entirety as follows:
(a) Maximum Total Leverage Ratio. The Company shall not permit the Total Leverage Ratio as of the last day of any fiscal quarter of the Company set forth below to be greater than the ratio set forth below opposite such period:
Fiscal Quarter Ending | Maximum Total Leverage Ratio |
October 31, 2017 | 4.75 to 1.00 |
January 31, 2018 | 4.75 to 1.00 |
April 30, 2018 | 4.75 to 1.00 |
July 31, 2018 | 4.50 to 1.00 |
October 31, 2018 | 4.50 to 1.00 |
January 31, 2019 | 4.50 to 1.00 |
April 30, 2019 | 4.50 to 1.00 |
July 31, 2019 | 4.00 to 1.00 |
October 31, 2019 | 4.00 to 1.00 |
January 31, 2020 | 4.00 to 1.00 |
April 30, 2020 | 4.00 to 1.00 |
July 31, 2020 | 3.75 to 1.00 |
October 31, 2020 | 3.75 to 1.00 |
January 31, 2021 | 3.75 to 1.00 |
April 30, 2021 | 3.75 to 1.00 |
July 31, 2021 and each fiscal quarter thereafter | 3.50 to 1.00 |
provided that, notwithstanding the foregoing, (i) upon the occurrence of the Collateral Release Event, the maximum permitted Total Leverage Ratio for the first fiscal quarter ending after the occurrence of the Collateral Release Event and each subsequent fiscal quarter shall be 3.50 to 1.00 and (ii) at any time during which the maximum permitted Total Leverage Ratio is not greater than 3.50 to 1.00, if the Company makes a Permitted Acquisition (the “Specified Acquisition”) for consideration (including assumed liabilities) in excess of $50,000,000 in a fiscal quarter, then the Company may elect to increase the maximum Total Leverage Ratio to 3.75 to 1.00 for such fiscal quarter and the three (3) immediately following fiscal quarters (such period, the “Adjusted Covenant Period”); provided that, (x) the Company may not elect to have an Adjusted Covenant Period commence unless at least two (2) full fiscal quarters have ended following the end of the most recently completed Adjusted Covenant Period (if any), (y) the Company shall provide notice in writing to the Administrative Agent of the commencement of an Adjusted Covenant Period and a transaction description of the applicable Specified Acquisition (regarding the name of the Person or assets being acquired and the approximate purchase price) and (z) at the end of the Adjusted Covenant Period, the maximum permitted Total Leverage Ratio permitted shall revert to 3.50 to 1.00.
3. Conditions to Effectiveness. This Amendment shall become effective as of the date set forth above (the “Second Amendment Effective Date”) upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Loan Parties, the Required Lenders and the Administrative Agent.
4. Representations and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment (a) the representations and warranties of such Loan Party contained in Article III of the Credit Agreement and each other Loan Document and in each other document furnished at any time under or in connection with the Credit Agreement or any other Loan Document, shall be true and correct in all material respects as of the date hereof, except to the
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extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (b) no Default exists as of the date hereof.
5. No Other Changes. Except as specifically amended hereby, all other terms of the Credit Agreement and the other Loan Documents shall remain in full force and effect according to its terms.
6. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment does not operate to reduce or discharge its obligations under the Loan Documents.
7. Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens granted by it in or pursuant to the Loan Documents.
8. This Amendment is a Loan Document. This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment.
9. Counterparts; Delivery. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment or any other document required to be delivered hereunder, by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Without limiting the foregoing, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.
10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.
BORROWERS: | ABM INDUSTRIES INCORPORATED |
By:/s/ D. Xxxxxxx Xxxxxxxxx
Name: D. Xxxxxxx Xxxxxxxxx
Title: Chief Financial Officer
OMNI SERV LIMITED
By:/s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Finance Director
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
GUARANTORS:
ABM AVIATION, INC. | GCA ENERGY SERVICES, LLC |
ABM BUILDING & ENERGY SOLUTIONS, LLC | GCA FACILITY OPERATIONS MAINTENANCE SERVICES, INC. |
ABM BUILDING SERVICES, LLC | GCA INTERMEDIATE HOLDING CORP. |
ABM BUILDING SOLUTIONS, LLC | GCA INTERNATIONAL MANAGEMENT SERVICES, LLC |
ABM ELECTRICAL & LIGHTING SERVICES, LLC | GCA K12 EDUCATION SERVICES, INC. |
ABM ELECTRICAL & LIGHTING SOLUTIONS, INC. | GCA NUCLEAR FACILITY SERVICES, INC. |
ABM ELECTRICAL NETWORK, INC. | GCA PRODUCTION SERVICES, INC. |
ABM ELECTRICAL POWER SERVICES, LLC | GCA SERVICES GROUP MOUNTAIN STATES, L.P. |
ABM ELECTRICAL POWER SOLUTIONS, LLC | GCA SERVICES GROUP OF CALIFORNIA, INC. |
ABM FACILITY SUPPORT SERVICES, LLC | GCA SERVICES GROUP OF COLORADO, INC. |
ABM FRANCHISING GROUP, LLC | GCA SERVICES GROUP OF NORTH CAROLINA, INC. |
ABM GENERAL SERVICES, INC. | GCA SERVICES GROUP OF NORTHWESTERN STATES, INC. |
ABM HEALTHCARE SUPPORT SERVICES, INC. | GCA SERVICES GROUP, INC. |
ABM INDUSTRIAL SERVICES, INC. | GCA SERVICES, INC. |
ABM INDUSTRY GROUPS, LLC | GCA SPECIALTY SERVICES LLC |
ABM TEXAS GENERAL SERVICES, INC. | GCA STAFFING SERVICES, INC. |
ASSOCIATED FACILITY VENTURES, LLC | GRADE SUB TWO, LLC |
ERIE ACQUISITION HOLDINGS, INC. | GREENHOMES AMERICA, LLC |
ERIE MERGER HOLDINGS, LLC | LINC FACILITY SERVICES IRAQ, LLC |
GCA CLEANING SPECIALITIES, L.P. | LINC FACILITY SERVICES ME, LLC |
GCA COMERCIAL SERVICES OF MIDWEST, LLC | LINC INTERNATIONAL, INC. |
GCA EDUCATION SERVICES CENTRAL STATES, INC. | MECHANICAL SOLUTIONS, INC. |
GCA EDUCATION SERVICES OF MIDWEST, LLC | NATIONAL BUILDING MAINTENANCE CORP. |
GCA EDUCATION SERVICES OF NEW ENGLAND, LLC | ONESOURCE FACILITY SERVICES, INC. |
GCA EDUCATION SERVICES, INC. | ONESOURCE HOLDINGS, LLC |
ONESOURCE SERVICES LLC | |
By:/s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Vice President, Treasurer
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
ASSOCIATED FACILITY MANAGEMENT, LLC
GCA SERVICES GROUP OF TEXAS, L.P.
By:/s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Vice President, Treasurer
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., |
in its capacity as Administrative Agent
By:/s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Assistant Vice President
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | BANK OF AMERICA, N.A., |
in its capacity as Lender
By:/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Senior Vice President
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), in its capacity as Lender |
By:/s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Vice President
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | JPMORGAN CHASE BANK, N.A., |
in its capacity as Lender
By:/s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Executive Director
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | THE NORTHERN TRUST COMPANY, |
in its capacity as Lender
By:/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | KEYBANK NATIONAL ASSOCIATION, |
in its capacity as Lender
By:/s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Senior Vice President
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | PNC BANK N.A., |
in its capacity as Lender
By:/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | HSBC BANK USA, NATIONAL ASSOCIATION, |
in its capacity as Lender
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx #21435
Title: Senior Vice President
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | XXXXX FARGO BANK, NATIONAL ASSOCIATION, |
in its capacity as Lender
By:/s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Director
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | BANKUNITED, N.A., |
in its capacity as Lender
By:/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | BANK OF THE WEST, |
in its capacity as Lender
By:/s/ Xxx Xxxx
Name: Xxx Xxxx
Title: Vice President
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | Citizens Bank, N.A., |
in its capacity as Lender
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | SunTrust Bank, |
in its capacity as Lender
By:/s/ Xxxxxxxxx Xxxx
Name: Xxxxxxxxx Xxxx
Title: Director
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | FIFTH THIRD BANK, |
in its capacity as Lender
By:/s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Managing Director
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | Capital One, National Association, |
in its capacity as Lender
By:/s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Senior Vice President
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | XXXXXXX SACHS LENDING PARTNERS LLC, |
in its capacity as Lender
By:/s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: | U.S. Bank National Association, |
in its capacity as Lender
By:/s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
ABM INDUSTRIES INCORPORATED
SECOND AMENDMENT TO CREDIT AGREEMENT
