Amended and Restated Credit Agreement Dated as of September 22, 2006 among AECOM Technology Corporation, The Subsidiary Borrowers Union Bank of California, N.A., as the Administrative Agent, a Letter of Credit Issuing Lender and the Swing Line Lender,...Credit Agreement • January 29th, 2007 • Aecom Technology Corp • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of September 22, 2006 (as amended, supplemented or modified from time to time, the “Agreement”) among AECOM Technology Corporation, a Delaware corporation (the “Company”), each Wholly-Owned Subsidiary of the Company from time to time designated as a borrower hereunder (each, a “Subsidiary Borrower”, and collectively, the “Subsidiary Borrowers”, and together with the Company, the “Borrowers”), the several financial institutions from time to time parties hereto (hereinafter collectively referred to as the “Lenders” and individually as a “Lender”), Union Bank of California, N.A. and Harris N.A. (successor by merger to Harris Trust and Savings Bank) in their respective capacities as a letter of credit issuing lender (each, an “Issuing Lender”, and collectively, the “Issuing Lenders”), Union Bank of California, N.A., as administrative agent (the “Administrative Agent”) and swing line lender (the “Swing Line Lender”), and Bank of
INVESTOR RIGHTS AGREEMENT Dated as of February 9, 2006Investor Rights Agreement • January 29th, 2007 • Aecom Technology Corp • New York
This Investor Rights Agreement (this “Agreement”) is made and entered into as of February 9, 2006, by and among AECOM Technology Corporation, a Delaware corporation (the “Company”), and the investors on the signature page hereto (together with any of their Permitted Transferees and any other stockholders of the Company who from time to time become party to this Agreement by execution of a Joinder Agreement (a “Joinder Agreement”) in substantially the form attached hereto as Exhibit A, herein referred to collectively as the “Investors” and individually as an “Investor”). In order to induce the Investors to enter into the Purchase Agreement (as defined herein), the Company has agreed to provide the registration and other rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Purchase Agreement.
Term Credit Agreement Dated as of September 22, 2006 among Maunsell HK Holdings, Ltd., Faber Maunsell Limited, W.E. Bassett & Partners Pty. Ltd., Maunsell Group Limited, and Maunsell Australia Pty Ltd., as the Borrowers, Union Bank of California,...Term Credit Agreement • January 29th, 2007 • Aecom Technology Corp • New York
This TERM CREDIT AGREEMENT is entered into as of September 22, 2006 (as amended, supplemented or modified from time to time, the “Agreement”) among Maunsell HK Holdings, Ltd., a limited company organized under the laws of Hong Kong (“MHKHL”), Faber Maunsell Limited, a limited company organized under the laws of the United Kingdom (“FML”), W.E. Bassett & Partners Pty. Ltd., a limited company organized under the laws of Australia (“WEBPPL”), Maunsell Group Limited, a limited company organized under the laws of New Zealand (“MGL”), and Maunsell Australia Pty Ltd., a limited company organized under the laws of Australia (“MAPL”) (each, a “Borrower” and collectively, the “Borrowers”), the several financial institutions from time to time parties hereto (hereinafter collectively referred to as the “Lenders” and individually as a “Lender”), Union Bank of California, N.A., as administrative agent (the “Administrative Agent”) and Bank of Montreal, acting under its trade name BMO Capital Markets,
JOINDER AGREEMENTInvestor Rights Agreement • January 29th, 2007 • Aecom Technology Corp
The undersigned hereby agrees, effective as of the date hereof, to become a party to that certain Investor Rights Agreement, dated as of February 9, 2006, by and among AECOM Technology Corporation (the “Company”) and the parties named therein, as amended by that certain Amendment No. 1 to the Investor Rights Agreement, dated as of February 14, 2006, by and among the Company and the parties named therein (collectively, the “Agreement”), and for all purposes of the Agreement, the undersigned shall be included within the term “Investor” (as defined in the Agreement). As of the date hereof the undersigned represents and warrants that J.H. Whitney VI, L.P. is a Delaware limited partnership, the sole general partner of which is J.H. Whitney Equity Partners VI, LLC, a Delaware limited liability company, the managing members of which are each a natural person who is a citizen of the United States. For purposes of clarification, J.H. Whitney VI, L.P. constitutes an “Investor” for purposes of, a
AECOM TECHNOLOGY CORPORATION 6.93% Senior Notes due June 9, 2008Note Purchase Agreement • January 29th, 2007 • Aecom Technology Corp • New York
O F F I C E L E A S E between Shuwa Investments Corporation, a California corporation as Landlord and Daniel, Mann, Johnson & Mendenhall, Inc., a California corporation and AeCom Technology, Inc., a Delaware corporation together, as Tenant June 13, 2001Office Lease • January 29th, 2007 • Aecom Technology Corp • California
JOINDER AGREEMENTJoinder Agreement • January 29th, 2007 • Aecom Technology Corp
The undersigned hereby agrees, effective as of the date hereof, to become a party to that certain Investor Rights Agreement, dated as of February 9, 2006, by and among AECOM Technology Corporation (the “Company”) and the parties named therein, as amended by that certain Amendment No. 1 to the Investor Rights Agreement, dated as of February 14, 2006, by and among the Company and the parties named therein (collectively, the “Agreement”), and for all purposes of the Agreement, the undersigned shall be included within the term “Investor” (as defined in the Agreement). As of the date hereof the undersigned represents and warrants that J.H. Whitney VI, L.P. is a Delaware limited partnership, the sole general partner of which is J.H. Whitney Equity Partners VI, LLC, a Delaware limited liability company, the managing members of which are each a natural person who is a citizen of the United States. For purposes of clarification, J.H. Whitney VI, L.P. constitutes an “Investor” for purposes of, a
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • January 29th, 2007 • Aecom Technology Corp • Delaware
This Second Amendment to Lease, (“Amendment”) dated for reference purposes only October 22, 2001 is made by and between SHUWA INVESTMENTS CORPORATION, a California corporation (“Landlord”), and Daniel, Mann, Johnson & Mendenhall Inc., a California corporation (“DMJM”) and AECOM Technology, Inc., a Delaware corporation (“AeCom” together with DMJM, “Tenant”). This Amendment amends that certain lease (including this amendment and all prior amendments thereto, the “Lease”) dated June 13, 2001 by and between Landlord and Tenant pursuant to which Tenant leases certain space (the “Premises”) in the building Project commonly known as “Arco Plaza” building located in Los Angeles California. All capitalized terms used but not defined herein shall have the same meaning as set forth in the Lease.
PRIVATE SHELF AGREEMENT UP TO THE EQUIVALENT OF $100,000,000 SENIOR NOTESPrivate Shelf Agreement • January 29th, 2007 • Aecom Technology Corp • New York
2B(1). Facility. Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential and Prudential Affiliates from time to time, the purchase of Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Notes is herein called the “Facility.” At any time, the aggregate principal amount of Notes stated in Section 1, minus the aggregate principal amount of Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For purposes of the preceding sentence, the aggregate principal amount of Notes and Accepted Notes shall be calculated in Dollars with the aggregate principal amount of Notes or Accepted Notes denominated or to be denominated in any Available Currency other tha
Re: Amendment to Note Purchase Agreements dated as of June 9, 1998 Ladies and Gentlemen:Note Purchase Agreement • January 29th, 2007 • Aecom Technology Corp
Reference is made to (1) the Note Purchase Agreement, dated as of June 9, 1998, by and between AECOM Technology Corporation, a Delaware corporation (the “Company”), on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company, and U.S. Private Placement Fund, on the other hand, and (2) the Note Purchase Agreement, dated as of June 9, 1998, by and between the Company and The Northwestern Mutual Life Insurance Company (as amended, and as further amended from time to time, each a “Note Agreement” and collectively, the “Note Agreements”). The purchasers of Notes under the Note Agreements, together with their respective successors and transferees, are collectively referred to herein as the “Purchasers”. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Note Agreements (after giving effect to the amendments effected hereby).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • January 29th, 2007 • Aecom Technology Corp
THIS FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) is entered into on September , 2001 by and between SHUWA INVESTMENTS CORPORATION, a California corporation (“Landlord”), and Daniel, Mann, Johnson & Mendenhall Inc., a California corporation (“DMJM”) and AECOM Technology, Inc., a Delaware corporation (“AECom”). Together, DMJM and AECOM are referred to herein as “Tenant”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 29th, 2007 • Aecom Technology Corp • Texas
THIS AGREEMENT is made and entered into by and between AECOM Technology Corporation (hereinafter referred to as “AECOM”), a Delaware corporation, having an office at 3250 Wilshire Blvd., Los Angeles, California (hereinafter referred to as “Employer”) and James R. Royer, an employee of AECOM (hereinafter referred to as “Employee”), to be contingent upon, and effective as of, the merger of TCB Inc., a Delaware corporation, into TCB Acquisition Corporation, a Delaware corporation.
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 29th, 2007 • Aecom Technology Corp • New York
This Amendment No. 1 (this “Amendment”) to Investor Rights Agreement (this “Agreement”) is made as of the 14th day of February, 2006, by and among AECOM Technology Corporation, a Delaware corporation (the “Company”), and the investors on the signature page hereto (together with any of their Permitted Transferees and any other stockholders of the Company who from time to time become party to this Agreement by execution of a Joinder Agreement in substantially the same form attached hereto as Exhibit A, herein referred to collectively as the “Investors” and individually as an “Investor.” Capitalized terms not defined herein are defined as set forth in Section 1 of the Agreement.
