Second Amendment, dated September 5, 2018, to the Credit Agreement dated September 1, 2017, by and among ABM Industries Incorporated, a Delaware corporation, the Designated Borrowers identified on the signature pages thereto, the Guarantors identified on the signatures pages thereto, the Lenders identified on the signature pages thereto and Bank of America, N.A., as Administrative Agent

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”).

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:

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

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.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.

By:/s/     D. Anthony Scaglione                

Name:    D. Anthony Scaglione

Title:     Chief Financial Officer

OMNI SERV LIMITED

By:/s/     John King                    

Name:    John King

Title:     Finance Director

GUARANTORS:

By:/s/     Tom Gallo                

Name:    Tom Gallo

By:/s/     Tom Gallo                    

Name:    Tom Gallo

By:/s/     Elizabeth Uribe                    

Name:    Elizabeth Uribe

Title:     Assistant Vice President

in its capacity as Lender

By:/s/     Jana L. Baker                    

Name:    Jana L. Baker

Title:     Senior Vice President

By:/s/    Liwei Liu                    

Name:    Liwei Liu

Title:    Vice President

in its capacity as Lender

By:/s/     Devin Roccisano                    

Name:    Devin Roccisano

Title:     Executive Director

in its capacity as Lender

By:/s/    Peter Hallan                    

Name:    Peter Hallan

Title:    Vice President

in its capacity as Lender

By:/s/    Geoff Smith                    

Name:    Geoff Smith

Title:    Senior Vice President

in its capacity as Lender

By:/s/    Eleanor Orlando                    

Name:    Eleanor Orlando

Title:    Vice President

in its capacity as Lender

By:/s/    Robert J. Levins                    

Name:    Robert J. Levins #21435

Title:    Senior Vice President

in its capacity as Lender

By:/s/    Emma Clifford                    

Name:    Emma Clifford

Title:    Director

in its capacity as Lender

By:/s/    Matthew Gallo                    

Name:    Matthew Gallo

Title:    Senior Vice President

in its capacity as Lender

By:/s/    Rob Kido                    

Name:    Rob Kido

Title:    Vice President

in its capacity as Lender

By:/s/    Angela Reilly                    

Name:    Angela Reilly

Title:    Senior Vice President

in its capacity as Lender

By:/s/    Katherine Bass                    

Name:    Katherine Bass

Title:    Director

in its capacity as Lender

By:/s/    Jose A. Rosado                    

Name:    Jose A. Rosado

Title:    Managing Director

in its capacity as Lender

By:/s/    Paul Darrigo                    

Name:    Paul Darrigo

Title:    Senior Vice President

in its capacity as Lender

By:/s/    Jamie Minieri                    

Name:    Jamie Minieri

Title:    Authorized Signatory

in its capacity as Lender

By:/s/    Paul F. Johnson                    

Name:    Paul F. Johnson

Title:    Vice President