ABM 1.31.2015 Ex. 10.1






EXHIBIT 10.1


FIFTH AMENDMENT
THIS FIFTH AMENDMENT, dated as of February 17, 2015 (this “Amendment”), amends the Credit Agreement, dated as of November 30, 2010 (as previously amended, the “Credit Agreement”), among ABM Industries Incorporated (the “Company”), various financial institutions (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in the Credit Agreement.
WHEREAS, the Company, the Lenders and the Administrative Agent have entered into the Credit Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement as more fully set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 Amendment.  On and as of the Effective Date (as defined below), Section 7.5(j) of the Credit Agreement is amended in its entirety to read as follows:
(j)     unsecured Indebtedness owing by the Company to any Subsidiary Guarantor or the Captive Insurance Company or by any Subsidiary Guarantor to the Company or another Subsidiary Guarantor.
SECTION 2    Representations and Warranties.  The Company represents and warrants to the Administrative Agent and the Lenders that, after giving effect to this Amendment:
(a)    each representation and warranty set forth in Article V of the Credit Agreement, as amended hereby, is true and correct in all material respects as of the Effective Date (as defined below), except to the extent that any such representation and warranty specifically refers to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date; and
(b)    no Default exists.  
SECTION 3    Effectiveness.  This Amendment shall become effective as of the date first written above (the “Effective Date”) when the Administrative Agent shall have received: 
(a)    counterparts of this Amendment executed by the Company, the Administrative Agent and the Required Lenders;
(b)    a Confirmation executed by the Subsidiary Guarantors, substantially in the form attached hereto as Exhibit A; and
(c)    the fees payable to the Lenders in connection with this Amendment. 



    






SECTION 4    Miscellaneous.
4.1    Continuing Effectiveness, etc.  As amended hereby, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.  After the effectiveness of this Amendment, all references in the Credit Agreement and the other Loan Documents to “Credit Agreement” or similar terms shall refer to the Credit Agreement as amended hereby.
4.2    General.  The provisions of Sections 10.5 (Expenses; Indemnity; Damage Waiver), 10.7 (Successors and Assigns), 10.14 (Counterparts) and 10.17 (Governing Law) of the Credit Agreement are incorporated into this Amendment as if fully set forth herein, mutatis mutandis.
[Signature Pages Follow]
SECTION 5    
5.1    
Delivered as of the day and year first above written.


	
		
	ABM INDUSTRIES INCORPORATED

	By:
	/s/ D. Anthony Scaglione

	Title:
	SVP, TREASURER









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	BANK OF AMERICA, N.A., as Administrative Agent

	By:
	/s/ Christine Srotter

	Title:
	ASSISTANT VICE PRESIDENT







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	BANK OF AMERICA, N.A.,  
as a Lender, as L/C issuer 
 and as Swing Line Lender

	By:
	/s/ Ronald J. Drobny

	Name:
	Ronald J. Drobny

	Title:
	SENIOR VICE PRESIDENT









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	JPMORGAN CHASE BANK, N.A., 
as a Lender

	By:
	/s/ Devin Rocusano

	Name:
	Devin Rocusano

	Title:
	VICE PRESIDENT











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	CITIZENS BANK, N.A.,  
as a Lender

	By:
	/s/ Hassan Sayed

	Name:
	Hassan Sayed

	Title:
	VICE PRESIDENT











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	THE BANK OF TOKYO-MITSUBISHI UFJ,LTD., 
as a Lender

	By:
	/s/ Maria Iarriccio

	Name:
	Maria Iarriccio

	Title:
	DIRECTOR













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	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as a Lender

	By:
	/s/ Tom Molitor

	Name:
	Tom Molitor

	Title:
	MANAGING DIRECTOR






	
		
	U.S. BANK NATIONAL ASSOCIATION, 
as a Lender

	By:
	/s/ Michael E. Temnick

	Name:
	Michael E. Temnick

	Title:
	VICE PRESIDENT







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	KEYBANK NATIONAL ASSOCIATION, 
as a Lender

	By:
	/s/ Geoff Smith

	Name:
	Geoff Smith

	Title:
	SENIOR VICE PRESIDENT







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	SANTANDER BANK, N.A., 
as a Lender

	By:
	/s/ Justin Kleeberg

	Name:
	Justin Kleeberg

	Title:
	EXECUTIVE DIRECTOR









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	BANK OF THE WEST, 
as a Lender

	By:
	/s/ Robert Kido

	Name:
	Robert Kido

	Title:
	VICE PRESIDENT









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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 
as a Lender

	By:
	/s/ Michael Spaight

	Name:
	Michael Spaight

	Title:
	AUTHORIZED SIGNATORY










	
		
	By:
	/s/ Remy Riester

	Name:
	Remy Riester

	Title:
	AUTHORIZED SIGNATORY









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	FIFTH THIRD BANK, 
as a Lender

	By:
	/s/ Christopher J. Heitker

	Name:
	Christopher J. Heitker

	Title:
	ASSISTANT VICE PRESIDENT









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	PNC BANK, National Association, 
as a Lender

	By:
	/s/ Amishi Patel

	Name:
	Amishi Patel

	Title:
	VICE PRESIDENT











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	HSBC BANK USA, NATIONAL ASSOCIATION, 
as a Lender

	By:
	/s/ Aidan R. Spoto

	Name:
	Aidan R. Spoto

	Title:
	VICE PRESIDENT







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	THE NORTHERN TRUST COMPANY, 
as a Lender

	By:
	/s/ Sophia E. Love

	Name:
	Sophia E. Love

	Title:
	SENIOR VICE PRESIDENT









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	CAPITAL ONE, NATIONAL ASSOCIATION, 
as a Lender

	By:
	/s/ Paul Darrigo

	Name:
	Paul Darrigo

	Title:
	SENIOR VICE PRESIDENT









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	BRANCH BANKING AND TRUST COMPANY, 
as a Lender

	By:
	/s/ Matthew J. Davis

	Name:
	Matthew J. Davis

	Title:
	VICE PRESIDENT







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EXHIBIT A
CONFIRMATION


Dated as of February 17, 2015


To:    Bank of America, N.A., individually and as Administrative Agent, and the other financial institutions party to the Credit Agreement referred to below


Please refer to (a) the Credit Agreement, dated as of November 30, 2010 (as previously amended, the “Credit Agreement”), among ABM Industries Incorporated (the “Company”), various financial institutions (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”); (b) the Subsidiary Guaranty (as defined in the Credit Agreement) and (c) the Fifth Amendment to the Credit Agreement dated as of the date hereof (the “Fifth Amendment”). Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in the Subsidiary Guaranty.
    
Each of the undersigned confirms to the Administrative Agent and the Lender Parties that, after giving effect to the Fifth Amendment and the transactions contemplated thereby (including this Confirmation), the Subsidiary Guaranty continues in full force and effect and is the legal, valid and binding obligation of such undersigned, enforceable against such undersigned in accordance with its terms.


[Signatures begin on next page]



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ABM Onsite Services, Inc. (FKA ABM Janitorial Services, Inc.)
ABM Janitorial Services – Mid-Atlantic, Inc.
ABM Janitorial Services – Northeast, Inc.
ABM Janitorial Services – South Central, Inc.
ABM Janitorial Services – Southeast, LLC
ABM Healthcare Support Services, Inc. (FKA HHA Services, Inc.)
ABM Industrial Services, Inc.
ABM Onsite Services – Midwest, Inc.
ABM Onsite Services - West, Inc. (FKA ABM Services, Inc.)
ABM Parking Services, Inc. (FKA Ampco System Parking)
ABM Security Services, Inc.
ABM Shared Services, Inc.
Air Serv Corporation
Air Serv Facility Services, Inc.
Diversco, Inc.
OneSource Facility Services, Inc. (converted from OneSource Facility Services LLC to a corporation)
OneSource Holdings, LLC
Servall Services Inc.
Southern Management ABM, LLC 
ABM Facility Solutions Group, LLC (FKA The Linc Group, LLC)
GreenHomes America, LLC
REEP, Inc.
ABM Government Services, LLC (FKA Linc Government Services, LLC)
ABM Government Services Afghanistan Branch, LLC (FKA Linc Government Services Afghanistan Branch)
Ferguson-Williams LLC
ABM Facility Services, Inc.
Linc International, Inc.
Linc Facility Services UAE, LLC
Linc Facility Services Iraq LLC
Linc Facility Services ME, LLC
ABM Franchising Group, LLC (FKA Linc Network LLC)
ABM Building & Energy Solutions, LLC (converted from a corporation to an LLC) (FKA Linc Building & Energy Solutions Inc.)
ABM Building Solutions, LLC (FKA Linc Mechanical)
ABM Building Services, LLC (FKA Linc Services LLC)
ABM Electrical Power Solutions, LLC (FKA MET Electrical Testing)
ABM Electrical Power Services, LLC (FKA CET Electrical Testing)
ABM Health, Inc. (FKA Linc Health, Inc.)
ABM Electrical Network, Inc. 
ABM Electrical & Lighting Solutions, Inc. (FKA ABM Electrical Inc.)


	
		
	By:
	/s/ D. Anthony Scaglione

	Name:
	D. Anthony Scaglione

	Title:
	TREASURER





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