Stantec Inc. - Amending Agreement No. 3

This report details Amending Agreement No. 3 to the second amended and restated credit agreement dated December 8, 2022. Key amendments include extending the Revolving Credit Maturity Date to June 18, 2031, the Term Credit (Tranche B) Maturity Date to June 18, 2029, and the Term Credit (Tranche C) Maturity Date to June 18, 2031. The definition of "Adjusted Term SOFR" has been deleted, and references to it are replaced with "Term SOFR". The Leverage Ratio covenant was updated, now requiring a ratio not exceeding 3.50 to 1.00, with a provision for 4.00 to 1.00 under specific acquisition conditions. The Interest Coverage Ratio covenant was adjusted to 2.75. The agreement also involves updates to financial statement delivery requirements and replaces certain schedules related to letters of credit, subsidiaries, and employee matters with new exhibits.