ITEM 1.01 Entry into a Material Definitive Agreement.





Amendment to Credit Agreement

On September 14, 2020, KBR, Inc. (the "Company") entered into an Amendment No. 4 (the "Amendment") to its existing Credit Agreement, dated as of April 25, 2018 (as amended by Amendment No. 1, dated as of November 12, 2018, Amendment No. 2, dated as of February 7, 2020, and Amendment No. 3, dated as of July 2, 2020, the "Existing Credit Agreement"; the Existing Credit Agreement, as amended by the Amendment, the "Credit Agreement"), with Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, the lenders party thereto, the swing line lenders party thereto, the letter of credit issuers party thereto and each of the subsidiaries of the Company party thereto.

The Amendment modified the definition and calculation of Consolidated EBITDA under the Existing Credit Agreement to provide for more flexibility in permitting pro forma cost reductions resulting from certain corporate transactions, such as acquisitions, corporation reorganizations and restructurings, when calculating Consolidated EBITDA.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The text set forth in Item 1.01 regarding the terms and conditions of the Amendment is incorporated into this Item 2.03 by reference.

ITEM 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.                                Description
  10.1          Amendment No. 4 to Credit Agreement, dated as of September 14, 2020
              with Bank of America, N.A., as administrative agent, swing line lender
              and a letter of credit issuer, the lenders party thereto, the swing
              line lenders party thereto, the letter of credit issuers party thereto
              and each of the subsidiaries of the Company party thereto.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document contained in Exhibit 101).

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