FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.2
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 7, 2013, is entered into by and among AECOM Technology Corporation, a Delaware corporation (the “Company”), the Subsidiaries of the Company identified on the signature pages hereto (collectively with the Company, the “Borrowers”), the financial institutions identified on the signature pages hereto (collectively, the “Lenders”), and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), with reference to the following facts:
RECITALS
A. The Borrowers, the Lenders and the Administrative Agent are parties to a Third Amended and Restated Credit Agreement, dated as of July 20, 2011, as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of April 11, 2012, a Second Amendment to Third Amended and Restated Credit Agreement dated as of June 21, 2012, and a Third Amendment to Third Amended and Restated Credit Agreement dated as of December 20, 2012 (collectively, the “Credit Agreement”), pursuant to which the Lenders provide the Borrowers senior revolving and letter of credit facilities.
B. The Company, the Lenders identified therein and Bank of America, N.A., as administrative agent for such Lenders are entering into a Second Amended and Restated Credit Agreement, dated as of the date hereof (the “Amended and Restated Term Credit Agreement”), pursuant to which such parties shall amend and restate the Term Credit Agreement and which hereinafter shall govern the terms and conditions under which such Lenders shall provide term loans to the Company.
C. The Credit Agreement and the Amended and Restated Term Credit Agreement contain several common covenants, definitions and other provisions.
D. The Borrowers, the Administrative Agent and the Lenders wish to amend the Credit Agreement to make such common covenants, definitions and other provisions substantially consistent between the Credit Agreement and the Amended and Restated Term Credit Agreement.
NOW, THEREFORE, the parties hereby amend the Credit Agreement as follows:
1. Defined Terms. Any and all initially capitalized terms used in this Amendment (including, without limitation, in the recitals to this Amendment) without definition shall have the respective meanings assigned thereto in the Credit Agreement.
2. Amendments to Credit Agreement. The Credit Agreement is hereby amended to read in full as set forth on Exhibit “A” to this Amendment.
3. Conditions Precedent. The effectiveness of this Amendment shall be subject to the satisfaction of each of the following conditions:
(i) This Amendment. The Administrative Agent shall have received this Amendment, duly executed by the Borrowers and the Required Lenders;
(ii) Acknowledgement of Guarantors. Each of the Guarantors shall have executed the Acknowledgement of Guarantors attached to the end of this Amendment; and
(iii) Effectiveness of the Amendment to Term Credit Agreement. All conditions to the effectiveness of the Second Amended and Restated Term Credit Agreement dated as of the date of this Amendment and by and among the parties to the Term Credit Agreement shall have been satisfied or waived.
4. Reaffirmation and Ratification. The Borrowers hereby reaffirm, ratify and confirm all of their Obligations under the Credit Agreement and acknowledges that all of the terms and conditions of the Credit Agreement, as amended hereby, remain in full force and effect.
5. Representations and Warranties. The Borrowers hereby confirms that all representations and warranties of the Borrowers contained in Article V of the Credit Agreement or in any other Loan Document continue to be true and correct in all material respects on and as of the effective date of this Amendment, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects and (ii) to the 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.
6. Events of Default. No Default nor any Event of Default has occurred and is continuing under the Credit Agreement.
7. Integration. This Amendment constitutes the entire agreement of the parties in connection with the subject matter hereof and cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations regarding the subject matter hereof, if any, are merged into this Amendment.
8. Counterparts. This Amendment may be executed in multiple counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute but one and the same agreement.
9. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws (as opposed to the conflicts of law principles) of the State of New York.
[Rest of page intentionally left blank; signature pages follow]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their respective duly authorized officers as of the date first above written.
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AECOM TECHNOLOGY CORPORATION | |
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AECOM GLOBAL IRELAND SERVICES LIMITED | |
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AECOM GLOBAL, INC. | |
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AECOM GLOBAL IRELAND HOLDINGS LIMITED | |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Authorized Signatory |
[Signature Page to Fourth Amendment to Credit Agreement]
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BANK OF AMERICA, N.A., | |
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as Administrative Agent | |
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By: |
/s/ Xxxxxx Xx |
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Name: |
Xxxxxx Xx |
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Title: |
Vice President |
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BANK OF AMERICA, N.A., | |
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as a Lender, a L/C Issuer and Swing Line Lender | |
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By: |
/s/ Xxxxxx Xx |
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Name: |
Xxxxxx Xx |
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Title: |
Vice President |
[Signature Page to Fourth Amendment to Credit Agreement]
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BNP PARIBAS, | |
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as a Syndication Agent | |
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By: |
/s/ Xxxxxx Xxxx |
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Name: |
Xxxxxx Xxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxx-Xxx Xxxx |
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Name: |
Xxxx-Xxx Xxxx |
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Title: |
Vice President |
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BNP PARIBAS, | |
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as a Lender and a L/C Issuer | |
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By: |
/s/ Xxxxxx Xxxx |
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Name: |
Xxxxxx Xxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxx-Xxx Xxxx |
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Name: |
Xxxx-Xxx Xxxx |
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Title: |
Vice President |
[Signature Page to Fourth Amendment to Credit Agreement]
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UNION BANK, N.A., | |
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as a Syndication Agent | |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: |
Xxxxx X. Xxxxxxx |
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Title: |
Vice President |
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UNION BANK, N.A., | |
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as a Lender and a L/C Issuer | |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: |
Xxxxx X. Xxxxxxx |
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Title: |
Vice President |
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., | |
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as a Lender | |
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By: |
/s/ Xxxxx Xxxxx |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
[Signature Page to Fourth Amendment to Credit Agreement]
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XXXXX FARGO BANK, N.A., | |
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as a Syndication Agent | |
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By: |
/s/ S. Xxxxxxx St. Geme |
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Name: |
S. Xxxxxxx St. Geme |
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Title: |
Managing Director |
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XXXXX FARGO BANK, N.A., | |
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as a Lender and a L/C Issuer | |
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By: |
/s/ S. Xxxxxxx St. Geme |
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Name: |
S. Xxxxxxx St. Geme |
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Title: |
Managing Director |
[Signature Page to Fourth Amendment to Credit Agreement]
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COMPASS BANK, | |
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as a Lender | |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Executive Director |
[Signature Page to Fourth Amendment to Credit Agreement]
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HSBC BANK USA, NATIONAL ASSOCIATION, | |
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as a Lender | |
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Director |
[Signature Page to Fourth Amendment to Credit Agreement]
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THE BANK OF NOVA SCOTIA, | |
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as a Lender | |
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By: |
/s/ Xxxxxxxxxxx Xxxx |
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Name: |
Xxxxxxxxxxx Xxxx |
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Title: |
Director |
[Signature Page to Fourth Amendment to Credit Agreement]
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SUMITOMO MITSUI BANKING CORPORATION, | |
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as a Lender | |
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By: |
/s/ Xxxxx X. Xxx |
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Name: |
Xxxxx X. Xxx |
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Title: |
Managing Director |
[Signature Page to Fourth Amendment to Credit Agreement]
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JPMORGAN CHASE BANK, N.A., | |
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as a Lender | |
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By: |
/s/ Ling Li |
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Name: |
Ling Li |
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Title: |
Vice President |
[Signature Page to Fourth Amendment to Credit Agreement]
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BARCLAYS BANK PLC, | |
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as a Lender | |
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By: |
/s/ Xxxx Xxxxx |
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Name: |
Xxxx Xxxxx |
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Title: |
Director |
[Signature Page to Fourth Amendment to Credit Agreement]
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XXXXXX XXXXXXX BANK, N.A., | |
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as a Lender | |
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By: |
/s/ Xxxxxxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxxxxxx Xxxxxxxx |
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Title: |
Authorized Signatory |
[Signature Page to Fourth Amendment to Credit Agreement]
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U.S. BANK NATIONAL ASSOCIATION, | |
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as a Lender | |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: |
Xxxxx X. Xxxxxxx |
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Title: |
Vice President |
[Signature Page to Fourth Amendment to Credit Agreement]
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CAJA DE AHORROS Y MONTE DE | |
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XXXXXX XX XXXXXX MIAMI AGENCY, | |
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as a Lender | |
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By: |
/s/ Authorized Signatory |
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Name: |
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Title: |
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[Signature Page to Fourth Amendment to Credit Agreement]
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AUSTRALIAN AND NEW ZEALAND BANKING GROUP LIMITED, | |
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as a Lender | |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Director |
[Signature Page to Fourth Amendment to Credit Agreement]
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BRANCH BANKING AND TRUST COMPANY, | |
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as a Lender | |
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By: |
/s/ Xxxx X. Xxxxxxxxxx |
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Name: |
Xxxx X. Xxxxxxxxxx |
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Title: |
Assistant Vice President |
[Signature Page to Fourth Amendment to Credit Agreement]
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THE NORTHERN TRUST COMPANY, | |
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as a Lender | |
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By: |
/s/ Xxxxxxx X. Xxxxx |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Senior Vice President |
[Signature Page to Fourth Amendment to Credit Agreement]
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COMERICA BANK, | |
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as a Lender | |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: |
Xxxxx X. Xxxxx |
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Title: |
Senior Vice President |
[Signature Page to Fourth Amendment to Credit Agreement]
ACKNOWLEDGMENT OF GUARANTORS
The undersigned (collectively, the “Guarantors”) hereby acknowledge and agree to the amendment of the Third Amended and Restated Credit Agreement (the “Credit Agreement”) contained in the attached Fourth Amendment to Third Amended and Restated Credit Agreement (the “Amendment”), acknowledge and reaffirm their respective obligations owing to the Lenders under their respective Guaranties, and agree that their respective Guaranties are and shall remain in full force and effect with respect to the Obligations under the Credit Agreement, as amended by the Amendment. Although the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to the same, the Guarantors understand that neither the Administrative Agent nor any Lender has any obligation to inform the Guarantors of such matters in the future nor any obligation to seek the Guarantors’ acknowledgement or agreement to future amendments to the Credit Agreement, and nothing herein shall create such a duty. All capitalized terms used in this Acknowledgment of Guarantors without definition shall have the respective meanings set forth for such terms in the Credit Agreement.
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Dated: As of June 7, 2013 |
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AECOM TECHNOLOGY CORPORATION, |
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a Delaware corporation |
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AECOM GOVERNMENT SERVICES, INC., |
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a California corporation |
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AECOM TECHNICAL SERVICES, INC., |
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a California corporation |
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TISHMAN CONSTRUCTION CORPORATION, |
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a Delaware corporation |
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AECOM NATIONAL SECURITY PROGRAMS, INC., |
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a Virginia corporation |
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By: |
/s/ Xxxxxx Xxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Attorney-in-fact |
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[Signature Page to Fourth Amendment to Credit Agreement]
