AECOM
13355 Noel Road #400
Dallas, Texas 75240
May 20, 2024
Shimmick Corporation
530 Technology Drive, Suite 300
Irvine, California 92618
Re: Side Letter to Credit Agreement
All:
This letter agreement (this “Agreement”) serves to memorialize the agreement between AECOM, a Delaware corporation (together with its successors and assigns, “AECOM”) and Shimmick Corporation, a Delaware corporation (“Shimmick,” and together with its wholly-owned subsidiaries, the “Credit Parties”, and Shimmick, together with AECOM, the “Parties”) in relation to that certain Credit, Security and Guaranty Agreement, dated as of the date hereof, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick, the other guarantors party thereto, the agent thereunder, and the lenders from time to time party thereto (as amended, amended and restated, supplemented or modified from time to time in accordance with the terms thereof, the “Credit Agreement”). Capitalized terms used but not defined herein (other than in paragraph 6 below) shall have the meanings given such terms in the Credit Agreement. This Agreement is the “AECOM Side Letter” referred to in the Credit Agreement.
In connection with the Credit Agreement, the Parties agree as follows:
This Agreement shall be interpreted and construed in accordance with and governed by the law of the State of New York and the provisions of Sections 13.1 through 13.5 and Sections 13.7 through 13.13 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. Shimmick shall not assign or delegate its rights or obligations hereunder without the prior written consent of AECOM and any purported assignment or delegation without such prior written consent shall be null and void ab initio. AECOM may assign and delegate its rights and obligations hereunder in accordance with the lender assignment provisions of the Credit Agreement, which shall apply hereto mutatis mutandis.
[Signature pages follow]
If the foregoing is in accordance with your understanding, please sign and return this Agreement to us.
Sincerely,
AECOM
By:________________________________
Name:
Title:
[Signature Page to AECOM Side Letter to Credit Agreement]
ACCEPTED AND AGREED TO
AS OF THE DATE FIRST WRITTEN ABOVE:
SHIMMICK CORPORATION
By:________________________________
Name:
Title: