EX-10.2



 Exhibit 10.2 

FOURTH AMENDMENT TO SECOND AMENDED 

AND RESTATED CREDIT AGREEMENT 

THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Fourth Amendment”), dated as of December 28,
2015, amends that certain Second Amended and Restated Credit Agreement, dated as of June 12, 2013, as amended by a First Amendment thereto dated as of December 20, 2013, a Consent to Reporting Extension dated as of July 23, 2015 (the
“Initial Reporting Extension”), a Second Amendment thereto dated as of August 21, 2015, a Waiver to Credit Agreement dated as of September 29, 2015, a Consent to Additional Reporting Extension dated as of October 23,
2015 (the “Additional Reporting Extension”), and a Third Amendment thereto dated as of November 30, 2015 (the “Third Amendment” and, collectively, the “Credit Agreement”), by and among ADS MEXICANA,
S.A. DE C.V., a corporation organized under the laws of the United Mexican States (the “Borrower”), the GUARANTORS (as defined in the Credit Agreement), the LENDERS (as defined in the Credit Agreement) PARTY THERETO, and PNC BANK,
NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”). 
 WITNESSETH: 

WHEREAS, pursuant to the Initial Reporting Extension and the Additional Reporting Extension referenced above, the Lenders extended the time
for the delivery of (i) the audited financial statements of ADS for the fiscal year ended March 31, 2015, certified by independent certified public accountants in accordance with Section 8.3.2 [Annual Financial Statements] of the
Credit Agreement (the “2015 Audited Financial Statements”), and (ii) the financial statements of ADS for the fiscal quarter ended June 30, 2015, (the “Q1 Quarterly Financial Statements”) and the financial
statements of ADS for the fiscal quarter ended September 30, 2015 (the “Q2 Quarterly Financial Statements”), each to be delivered in accordance with Section 8.3.1 [Quarterly Financial Statements] of the Credit Agreement.

 WHEREAS, the Borrower and the Guarantors have requested (i) that the Lenders provide an additional extension of time for the
delivery of the 2015 Audited Financial Statements, the Q1 Quarterly Financial Statements and the Q2 Quarterly Financial Statements, and (ii) that the Lenders agree to a modification with respect to the calculation of EBITDA under the Credit
Agreement. 
 NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements herein contained and intending
to be legally bound hereby, covenant and agree as follows: 
 1. Definitions. Capitalized terms used but not defined herein shall
have the meanings set forth in the Credit Agreement. 







 2. Amendments to Credit Agreement. 

(a) The following definition set forth in Section 1.1 [Certain Definitions] of the Credit Agreement is amended and restated as follows:

 “Consolidated EBITDAE for any period of determination shall mean, without duplication, (i) net income, plus, to
the extent reducing net income, the sum of amounts for (a) consolidated interest expense, (b) charges for federal, state, local and foreign income taxes, (c) total depreciation expense, (d) total amortization expense,
(e) costs and expenses incurred in connection with the Transactions (as defined in the ADS Credit Agreement) in an aggregate amount not to exceed $2,100,000, (f) non-cash charges reducing net income for such period, (g) ESOP
Compensation (as defined in the ADS Credit Agreement), (h) ESOP Dividends on Unallocated Shares (as defined in the ADS Credit Agreement), (i) non-cash compensation related to stock options and restricted stock and (j) one-time,
nonrecurring expenses incurred during the fiscal quarters ending September 30, 2015, December 31, 2015 and March 31, 2016 related to the restatement of the Loan Parties’ financial statements minus (ii) non-cash
gains increasing net income, in each case of ADS and its Subsidiaries for such period determined and consolidated in accordance with GAAP. 

For purposes of calculating Consolidated EBITDAE (a) with respect to a business acquired pursuant to a Permitted Acquisition (for the
purposes of this definition, as defined in the ADS Credit Agreement), Consolidated EBITDAE shall be calculated on a pro forma basis (determined on a basis consistent with Article 11 or Regulation S-X promulgated under the Securities Act and as
interpreted by the staff of the United States of America Securities and Exchange Commission), using historical numbers of any business so acquired, in accordance with GAAP as if such Permitted Acquisition had been consummated at the beginning of
such period, and (b) with respect to a business or assets liquidated, sold or disposed of as permitted in the ADS Credit Agreement, Consolidated EBITDAE shall be calculated on a pro forma basis (determined on the basis stated above), using
historical numbers of any business or assets so liquidated, sold or disposed of, in accordance with GAAP as if such liquidation, sale or disposition had been consummated at the beginning of such period.” 

(b) The following new definitions are hereby inserted in Section 1.1 [Certain Definitions] of the Credit Agreement in alphabetical order:

 “Fourth Amendment shall mean the Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of
December 28, 2015.” 
 “Fourth Amendment Effective Date shall mean the date upon which the Fourth Amendment became
effective pursuant to its terms.” 
 3. Extension of Financial Reporting. In accordance with Section 11.1 [Modifications,
Amendments or Waivers] of the Credit Agreement, the Administrative Agent and the Lenders hereby consent to the delivery by ADS of the 2015 Audited Financial Statements, the Q1 Quarterly Financial Statements and the Q2 Quarterly Financial Statements
on or prior to January 31, 2016; provided, however, that, if ADS fails to deliver the 2015 Audited 

  
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Financial Statements, the Q1 Quarterly Financial Statements and the Q2 Quarterly Financial Statements to the Administrative Agent on or before 11:59 P.M. (Pittsburgh, Pennsylvania time) on
January 31, 2016, such default shall not become an Event of Default unless continuing unremedied for a period of thirty (30) days after such time on January 31, 2016, as such grace period is otherwise provided with respect violations
of Section 9.1.4 by the terms thereof. The Administrative Agent and the Lenders hereby waive any Potential Default (including a Potential Default of Section 8.3.4.1 relating to required certification) resulting from the Loan Parties’
non-compliance with the provisions of the Credit Agreement with respect to the foregoing. The consents of the Lenders described in this paragraph are limited to the specific covenants referenced and do not constitute a consent to the waiver of any
other covenant or provision of the Credit Agreement or any other Loan Document, nor do such consents indicate any agreement on the part of the Lenders to grant any such consent in the future. 

4. Conditions Precedent. The Borrower, the Guarantors and the Lenders acknowledge that this Fourth Amendment shall not be effective
until the date each of the following conditions precedent has been satisfied (such date is referred to herein as the “Fourth Amendment Effective Date”): 

(a) The Borrower, the Guarantors, the Required Lenders, and the Administrative Agent shall have executed, and delivered to the Administrative
Agent, this Fourth Amendment; 
 (b) The Senior Noteholders (2010) under the Amended and Restated Private Shelf Agreement for ADS’
5.60% Senior Series A Secured Notes due September 24, 2018 and 4.05% Senior Series B Secured Notes due September 24, 2019 have executed and delivered an amendment to such Amended and Restated Private Shelf Agreement between such Senior
Noteholders (2010) and ADS pursuant to which such Amended and Restated Private Shelf Agreement is amended to be consistent with the amendments of the Credit Agreement as set forth in this Fourth Amendment; 

(c) ADS shall have paid the amendment fee as set forth in the third amendment to ADS Credit Agreement dated of even date herewith. No separate
fee is payable to the Lenders under this Fourth Amendment; 
 (d) The Borrower and each Guarantor, by its execution and delivery of this
Fourth Amendment, shall have and be deemed to have certified to the Administrative Agent and the Lenders that the certificates dated the Closing Date and signed by the Secretary or an Assistant Secretary of the Borrower or such Guarantor, as
applicable, on behalf of itself and the Guarantors, remain true, correct and complete on and as of the Fourth Amendment Effective Date; other than as set forth in the Third Amendment. 

(e) Since March 31, 2015, no Material Adverse Change shall have occurred with respect to the Borrower or any of the Guarantors; 

(f) The Borrower and the Guarantors shall have obtained all approvals and consents necessary to consummate the transactions contemplated by
this Fourth Amendment; 

  
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 (g) The Borrower shall have reimbursed the Administrative Agent all fees and expenses, including
without limitation, reasonable attorneys’ fees, for which the Administrative Agent is entitled to be reimbursed; and 
 (h) All legal
details and proceedings to be consummated and/or otherwise completed as of the Fourth Amendment Effective Date in connection with the transactions contemplated by this Fourth Amendment and all other Loan Documents to be delivered to the Lenders
shall be in form and substance reasonably satisfactory to the Administrative Agent. 
 5. Incorporation into Credit Agreement. This
Fourth Amendment shall be incorporated into the Credit Agreement by this reference. 
 6. Full Force and Effect. Except as expressly
modified by this Fourth Amendment, all of the terms, conditions, representations, warranties and covenants of the Credit Agreement and the other Loan Documents are true and correct and shall continue in full force and effect without modification,
including without limitation, all liens and security interests securing the Borrower’s indebtedness to the Lenders and all Guaranty Agreements executed and delivered by the Guarantors. 

7. Reimbursement of Expenses. The Borrower unconditionally agrees to pay and reimburse the Administrative Agent and save the
Administrative Agent harmless against liability for the payment of reasonable out-of-pocket costs, expenses and disbursements, including without limitation, fees and expenses of counsel incurred by the Administrative Agent in connection with the
development, preparation, execution, administration, interpretation or performance of this Fourth Amendment and all other documents or instruments to be delivered in connection herewith. 

8. Counterparts. This Fourth Amendment may be executed by different parties hereto in any number of separate counterparts, each of
which, when so executed and delivered shall be an original and all such counterparts shall together constitute one and the same instrument. 

9. Entire Agreement. This Fourth Amendment sets forth the entire agreement and understanding of the parties with respect to the
transactions contemplated hereby and supersedes all prior understandings and agreements, whether written or oral, between the parties hereto relating to the subject matter hereof. No representation, promise, inducement or statement of intention has
been made by any party which is not embodied in this Fourth Amendment, and no party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not set forth herein. 

10. Governing Law. This Fourth Amendment shall be deemed to be a contract under the laws of the State of Ohio, U.S.A. and for all
purposes shall be governed by and construed and enforced in accordance with the internal laws of the State of Ohio, U.S.A. without regard to its conflict of laws principles. 

[SIGNATURE PAGES FOLLOW] 

  
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 [SIGNATURE PAGE – FOURTH AMENDMENT TO SECOND AMENDED AND 

RESTATED CREDIT AGREEMENT] 
  

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Fourth Amendment as of the day and year
first above written. 
  

			
	BORROWER:
	
	ADS MEXICANA, S.A. DE C.V.
		
	By:	 	 /s/ Gerardo H. Maldonado G.

	Name:	 	Gerardo H. Maldonado G.
	Title:	 	Financial and Administrative Director
	
	GUARANTORS:
	
	ADVANCED DRAINAGE SYSTEMS, INC.
		
	By:	 	 /s/ Mark B. Sturgeon

	Name:	 	Mark B. Sturgeon
	Title:	 	Executive Vice President
	
	STORMTECH LLC
		
	By:	 	 /s/ Mark B. Sturgeon

	Name:	 	Mark B. Sturgeon
	Title:	 	Treasurer
	
	HANCOR HOLDING CORPORATION
		
	By:	 	 /s/ Mark B. Sturgeon

	Name:	 	Mark B. Sturgeon
	Title:	 	Treasurer









 [SIGNATURE PAGE – FOURTH AMENDMENT TO SECOND AMENDED AND 

RESTATED CREDIT AGREEMENT] 
  

			
	PNC BANK, NATIONAL ASSOCIATION,
	individually and as Administrative Agent
		
	By:	 	 /s/ George M. Gevas

	Name:	 	George M. Gevas
	Title:	 	Senior Vice President









 [SIGNATURE PAGE – FOURTH AMENDMENT TO SECOND AMENDED AND 

RESTATED CREDIT AGREEMENT] 
  

			
	CITIZENS BANK OF PENNSYLVANIA
		
	By:	 	 /s/ Carl S. Tabacjar, Jr.

	Name:	 	Carl S. Tabacjar, Jr.
	Title:	 	Vice President









 [SIGNATURE PAGE – FOURTH AMENDMENT TO SECOND AMENDED AND 

RESTATED CREDIT AGREEMENT] 
  

			
	FIFTH THIRD BANK, individually and as Co- Syndication Agent
		
	By:	 	 /s/ William J. Whitley

	Name:	 	William J. Whitley
	Title:	 	Senior Vice President