FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of July 2, 2020
This FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is among CUBIC CORPORATION, a Delaware corporation (the “Company”), CUBIC TRANSPORTATION SYSTEMS, INC., a California corporation (“CTS”), CUBIC DEFENSE APPLICATIONS, INC., a California corporation (“CDA”, and together with CTS and the Company, collectively, the “Borrowers”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”).
(1) The Borrowers, the Lenders and the Administrative Agent have entered into that certain Fifth Amended and Restated Credit Agreement dated as of March 27, 2020 (as amended from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement).
(2) The Borrowers have requested that the Administrative Agent and the Lenders amend the Credit Agreement as set forth in this Amendment.
(3) The Administrative Agent and the Lenders party hereto are, on the terms and conditions stated below, willing to grant the request of the Borrowers.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment. Effective as of the First Amendment Effective Date (as defined below) and subject to the satisfaction of the conditions precedent set forth in Section 2 of this Amendment, the parties hereto agree that the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit B hereto.
SECTION 2. Conditions to Effectiveness. The amendments in Section 1 of this Amendment shall be effective as of the date (the “First Amendment Effective Date”) the following conditions are satisfied:
(a) the Administrative Agent’s receipt of counterparts of this Amendment duly executed by the Borrowers, the Administrative Agent and Lenders constituting Required Lenders;
(b) the Administrative Agent’s receipt of a reaffirmation (the “Reaffirmation”) of the Guarantee by the Guarantors, in the form of Exhibit A, duly executed by each Guarantor party thereto; and
(c) the Administrative Agent’s (and its affiliates’) receipt of all fees and expenses then due and owing under the Credit Agreement, the other Financing Documents or under any other applicable letter agreement, including, to the extent invoiced, reimbursement or payment of all out-of-