Credit Agreement Details - Tetra Tech, Inc. has entered into a Fourth Amended and Restated Credit Agreement as of May 5, 2025[15] - The agreement includes a revolving credit facility, a letter of credit subfacility, a swing line loan subfacility, and term loan facilities[17] - The existing revolving credit loans will continue under the new agreement, maintaining the respective applicable percentages for each lender[19] - The swing line subfacility and letter of credit subfacility from the existing credit agreement will be preserved in the new agreement[19] - The agreement amends and restates the terms of the existing credit agreement, superseding previous terms[20] - Bank of America, N.A. serves as the Administrative Agent and Swing Line Lender under the new agreement[15] - The agreement allows for multicurrency subfacility provisions[17] - The outstanding amounts of revolving credit loans will be deemed to continue under the new terms[19] - The agreement includes provisions for sustainability adjustments[6] - The company has requested and received agreement from lenders to extend certain credit facilities[18] - The 3-Year Maturity Date is set for May 5, 2028, and the 5-Year Maturity Date is set for May 3, 2030[23][27] - The 3-Year Term Loan Commitment is limited to the amounts specified for each lender, adjustable as per the agreement[24] - The 5-Year Term Loan Commitment is similarly defined with specific amounts for each lender, also adjustable[28] - The total amount of the 5-Year Term Loan Facility equals the aggregate principal amount of the 5-Year Term Loans outstanding at any time[29] - The Alternative Currency Sublimit is capped at $400,000,000, which is part of the Aggregate Revolving Credit Commitments[44] - The transactions outlined do not create any new payment obligations under the existing credit agreement[21] Financial Metrics and Definitions - "Consolidated EBITDA" includes net income plus various expenses such as interest charges, tax expenses, and depreciation, with specific limits on add-backs for extraordinary losses[96] - "Consolidated Funded Indebtedness" encompasses all obligations for borrowed money, including bonds and letters of credit, as well as certain guarantees[97] - The "Consolidated Interest Coverage Ratio" is calculated as Consolidated EBITDA divided by Consolidated Interest Charges over the previous four fiscal quarters[99] - The "Consolidated Leverage Ratio" is determined by the ratio of adjusted Consolidated Funded Indebtedness to Consolidated EBITDA for the most recent four fiscal quarters[101] - "Consolidated Net Income" refers to the net income of the Company and its subsidiaries, excluding extraordinary gains and losses[102] - "Commitment Fee" is defined in Section 2.09(a) of the agreement, indicating costs associated with credit commitments[87] - "Control" refers to the ability to direct the management or policies of a person, either directly or indirectly[104] - "Default Rate" is an interest rate that includes a base rate plus an additional 2% for various types of loans[111] - The term "Defaulting Lender" is defined, outlining conditions under which a lender may be classified as such, including failure to fund loans within two business days or notify the company of non-compliance[112] - "Designated Borrower" and related terms are specified, indicating the framework for borrower designation and associated agreements[113] Legal and Compliance Terms - "Environmental Liability" is described, detailing potential liabilities related to environmental laws and hazardous materials[134] - "Equity Interests" are defined, encompassing various forms of ownership and profit interests in a person or entity[135] - The term "Division" is explained, referring to the division of assets and liabilities among multiple entities[122] - "Effective Date" is specified as the date when all conditions precedent are satisfied or waived[127] - "EEA Financial Institution" is defined, including types of institutions subject to EEA regulations[126] - "Disqualified Equity Interests" are outlined, specifying conditions under which equity interests may be considered disqualified[119] - The definition of "ERISA Event" includes various scenarios such as withdrawal from a Pension Plan and events leading to termination of a Pension Plan, which could impact the company's financial obligations[137] - "Excluded Taxes" refers to specific taxes imposed on the recipient, including net income taxes and backup withholding taxes, which may affect the company's cash flow[144] - The term "Federal Funds Rate" is defined as the rate calculated by the Federal Reserve Bank of New York, which influences the company's borrowing costs[153] - "Guarantee" encompasses obligations that the company may have to ensure the payment of debts or obligations of other parties, impacting its financial liabilities[163] Borrowing and Loan Terms - The "Facility Termination Date" is contingent upon the termination of Aggregate Commitments and payment of all obligations, which is crucial for the company's financial planning[150] - "FATCA" refers to regulations that may impose additional compliance costs on the company, affecting its international operations[152] - The "Incremental Commitment" allows the company to increase its borrowing capacity, which is essential for funding growth initiatives[166] - The "Excluded Swap Obligation" indicates potential limitations on the company's ability to engage in certain financial contracts, impacting its risk management strategies[142] - "Existing Credit Agreement" outlines the terms under which the company can access credit, which is vital for its liquidity management[145] - "Hedge Bank" refers to entities that may engage in financial contracts with the company, influencing its exposure to market risks[165] - The definition of "Indebtedness" includes all obligations for borrowed money, contingent obligations under letters of credit, and net obligations under any Swap Contract[173] - "Indemnified Taxes" refers to taxes imposed on payments made by any Loan Party under any Loan Document, excluding Excluded Taxes[174] - Capital Leases and Synthetic Lease Obligations are included in the definition of Indebtedness[175] - "Investment" encompasses any direct or indirect acquisition or investment by a Person, including capital stock purchases and loans[179] - The "Letter of Credit Sublimit" is set at $100,000,000, with no more than $25,000,000 available for financial Letters of Credit[198] - "L/C Obligations" include the aggregate amount available to be drawn under all outstanding Letters of Credit plus all Unreimbursed Amounts[190] - "Limited Condition Transaction" refers to any Acquisition or Investment that is not conditioned on third-party financing and completed within 120 days of the purchase agreement[200] - The "Interest Payment Date" varies based on the type of loan, with specific dates outlined for different loan types[178] - "Lender" includes the Swing Line Lender and is defined in the introductory paragraph of the document[193] - "IP Rights" is defined in Section 5.21, indicating the importance of intellectual property in financial agreements[180]
Tetra Tech(TTEK) - 2025 Q2 - Quarterly Results