Exhibit 4.21

 

Execution Version

 

AMENDMENT NO. 6 TO CREDIT AGREEMENT

 

This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 13, 2018, is entered into by and among AECOM (formerly known as AECOM Technology Corporation), a Delaware corporation (the “Company”), US STAR LP, a Delaware limited partnership (the “Canadian Borrower”) and AECOM AUSTRALIA GROUP HOLDINGS PTY LTD (ACN 160 463 883), a company incorporated under the Corporations Act 2001 (Cth) of Australia (the “Australian Borrower” and together with the Canadian Borrower, the “Foreign Borrowers”), certain subsidiaries of the Company as guarantors (the “Guarantors” and collectively with the Company and the Foreign Borrowers, the “Loan Parties”) under the Credit Agreement (defined below), each Lender (as defined in the Credit Agreement) under the Credit Agreement that is a party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer.

 

RECITALS

 

WHEREAS, the Company, the Administrative Agent and certain banks and financial institutions (the “Existing Lenders”) are parties to that certain Syndicated Facility Agreement, dated as of October 17, 2014 (as previously amended, as amended hereby and as further amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement” and the Credit Agreement prior to giving effect to this Amendment being referred to as the “Existing Credit Agreement”), pursuant to which the Existing Lenders have extended certain revolving and term facilities to the Company;

 

WHEREAS, the Loan Parties have requested certain amendments to certain terms of the Existing Credit Agreement and certain other Loan Documents as provided herein, and the Administrative Agent and each of the undersigned Lenders have agreed to such requests, subject to the terms and conditions of this Amendment; and

 

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1.                                      Defined Terms.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to such terms in the Credit Agreement, as amended by this Amendment.

 

2.                                      Amendments to Credit Agreement, Schedules and Exhibits.  Subject to the terms and conditions hereof and with effect from and after the Amendment Effective Date (defined below), the body of the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the amended pages to the Existing Credit Agreement attached hereto as Annex I.

 

3.                                      Representations and Warranties.  The Company and each other Loan Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:

 

(a)                                 the execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate or other organizational action and do not and will not (i) contravene the terms of any of such Loan Party’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation to which the Company or any other Loan Party is a party or

 











 

affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Company or any other Loan Party or its property is subject; or (iii) violate any Law, except, in the cases of clause (ii) and (iii) as could not reasonably be expected to have a Material Adverse Effect;

 

(b)                                 this Amendment has been duly executed and delivered by each Loan Party, and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally;

 

(c)                                  the representations and warranties of each Loan Party contained in Article V of the Credit Agreement and each other Loan Document are true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects) on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects) as of such earlier date, and except that for purposes of this clause (c), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively;

 

(d)                                 no Default exists either before or after the effectiveness of this Amendment on the Amendment Effective Date.

 

4.                                      Effective Date.

 

(a)                                 This Amendment will become effective on the date (the “Amendment Effective Date”) on which the following conditions precedent are satisfied:

 

(i)                                     the Administrative Agent and the Lenders shall have received, in form and substance reasonably satisfactory to them, each of the following:

 

(A)                               counterparts of this Amendment duly executed by (1) the Company, (2) the Foreign Borrowers, (3) the Guarantors, (4) the Administrative Agent, (5) the Lenders necessary to constitute Required Lenders, (6) the Lenders necessary to constitute Required Term A AUD Lenders and (7) the Lenders necessary to constitute Required Term A CAD Lenders;

 

(B)                               (1) the documentation and other information with respect to each Loan Party that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, or by a Lender’s internal policies and (2) if a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to that Borrower;

 

(C)                               a certificate of the chief financial officer or treasurer of the Company certifying that as of the Amendment Effective Date (after giving effect to transactions contemplated to occur on or prior to the Amendment Effective Date), (1) all of the representations and warranties in the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such date (except to the extent that such representations and warranties expressly

 

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relate to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date) and (2) no Default or Event of Default shall have occurred and be continuing, or would result from the occurrence of the Amendment Effective Date; and

 

(ii)                                  there shall not have occurred since September 30, 2017 any event or condition that has had or would reasonably be expected either individually or in the aggregate, to have a Material Adverse Effect; and

 

(iii)                               all reasonable and documented costs and expenses of MLPFS and the Administrative Agent (including the reasonable and documented fees, disbursements and other out-of-pocket charges of counsel (including appropriate special and local counsel, including Canadian and Australian counsel) for the Administrative Agent) shall have been paid to the extent that the Company has received an invoice therefor at least three Business Days prior to the Amendment Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced), and all fees pursuant to any written letter between MLPFS or any other Lender or Arranger, on the one hand, and the Company on the other hand, or pursuant to the Credit Agreement shall have been paid.

 

(b)                                 For purposes of determining compliance with the conditions specified in this Section 4, each Lender that has executed this Amendment and delivered it to the Administrative Agent shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required under this Section 4 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to this Amendment being deemed effective by the Administrative Agent on the Amendment Effective Date specifying its objection thereto.

 

(c)                                  From and after the Amendment Effective Date, the Credit Agreement is amended as set forth herein.

 

(d)                                 Except as expressly amended and/or waived pursuant hereto, the Credit Agreement and each other Loan Document shall remain unchanged and in full force and effect and each is hereby ratified and confirmed in all respects, and any waiver contained herein shall be limited to the express purpose set forth herein and shall not constitute a waiver of any other condition or circumstance under or with respect to the Credit Agreement or any of the other Loan Documents.

 

(e)                                  The Administrative Agent will notify the Company and the Lenders of the occurrence of the Amendment Effective Date.

 

5.                                      No Novation; Reaffirmation.  Neither the execution and delivery of this Amendment nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Credit Agreement or of any of the other Loan Documents or any obligations thereunder. The Company and each other Loan Party, (a) acknowledges and consents to all of the terms and conditions of this Amendment (including, without limitation, the amended pages to the Credit Agreement attached hereto as Annex I), (b) affirms all of its obligations under the Loan Documents, and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge any Loan Party’s obligations under the Loan Documents.

 

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6.                                      Lender Representation. Each Lender hereby agrees to, and makes, as of the Amendment Effective Date the representations and warranties set forth in Section 9.12 of the Credit Agreement, as amended by this Amendment.

 

7.                                      Miscellaneous.

 

(a)                                 Except as herein expressly amended, all terms, covenants and provisions of the Credit Agreement and each other Loan Document are and shall remain in full force and effect.  All references in any Loan Document to the “Credit Agreement” or “this Agreement” (or similar terms intended to reference the Credit Agreement) shall henceforth refer to the Credit Agreement as amended by this Amendment.  This Amendment shall be deemed incorporated into, and a part of, the Credit Agreement.

 

(b)                                 This Amendment shall be binding upon and inure to the benefit of the parties hereto, each other Lender and each other Loan Party, and their respective successors and assigns.

 

(c)                                  THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 10.14 AND 10.15 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE AND WAIVER OF RIGHT TO TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.

 

(d)                                 This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Amendment and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4, this Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties required to be a party hereto.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.  This Amendment may not be amended except in accordance with the provisions of Section 10.01 of the Credit Agreement.

 

(e)                                  If any provision of this Amendment or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

(f)                                   The Company agrees to pay in accordance with Section 10.04 of the Credit Agreement all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

 

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(g)                                  This Amendment shall constitute a “Loan Document” under and as defined in the Credit Agreement.

 

[Signature Pages Follow.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

	
 
    	
COMPANY:
    
	
 
    	
 
    
	
 
    	
AECOM
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Troy Rudd
    
	
 
    	
Name:
    	
Troy Rudd
    
	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    
				


 

	
 
    	
FOREIGN   BORROWERS:
    
	
 
    	
 
    
	
 
    	
US   STAR LP
    
	
 
    	
 
    
	
 
    	
By:
    	
AECOM BC 2 Holding ULC,
    
	
 
    	
 
    	
Its General Partner
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Rosalind Liu
    
	
 
    	
Name:
    	
Rosalind Liu
    
	
 
    	
Title:
    	
Director
    
					


 

	
Signed for and   on behalf of
    	
 
    	
 
    
	
AECOM AUSTRALIA GROUP
   HOLDINGS PTY LTD by a duly
   appointed attorney
    	
 
    	
 
    
	
in the presence of:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Beatrice Johnson
    	
 
    	
/s/ Keenan Driscoll
    
	
Signature of witness
    	
 
    	
Signature of attorney (I have no notice   of revocation of the power of attorney under which I sign this document)
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
GUARANTORS:
    
	
 
    	
 
    
	
 
    	
AECOM GOVERNMENT   SERVICES, INC.
    
	
 
    	
AECOM TECHNICAL   SERVICES, INC.
    
	
 
    	
TISHMAN CONSTRUCTION   CORPORATION
    
	
 
    	
AECOM INTERNATIONAL DEVELOPMENT,   INC.
    
	
 
    	
AECOM NATIONAL SECURITY   PROGRAMS, INC.
    
	
 
    	
AECOM C&E, INC.
    
	
 
    	
AECOM SERVICES, INC.
    
	
 
    	
AECOM SPECIAL MISSIONS   SERVICES, INC.
    
	
 
    	
AECOM USA, INC.
    
	
 
    	
EDAW, INC.
    
	
 
    	
MT HOLDING CORP.
    
	
 
    	
MCNEIL SECURITY, INC.
    
	
 
    	
THE EARTH TECHNOLOGY   CORPORATION
    
	
 
    	
(USA)
    
	
 
    	
TISHMAN CONSTRUCTION   CORPORATION OF
    
	
 
    	
NEW YORK
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Charles Szurgot
    
	
 
    	
Name:
    	
Charles Szurgot
    
	
 
    	
Title:
    	
Assistant Secretary
    
				


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
AECOM GLOBAL II, LLC
    
	
 
    	
WASHINGTON DEMILITARIZATION COMPANY, LLC
    
	
 
    	
AECOM MANAGEMENT   SERVICES, INC.
    
	
 
    	
URS GROUP, INC.
    
	
 
    	
URS HOLDINGS, INC.
    
	
 
    	
WASHINGTON GOVERNMENT ENVIRONMENTAL SERVICES   COMPANY LLC
    
	
 
    	
AECOM ENERGY &   CONSTRUCTION, INC.
    
	
 
    	
URS CORPORATION
    
	
 
    	
URS GLOBAL HOLDINGS, INC.
    
	
 
    	
EG&G DEFENSE   MATERIALS, INC.
    
	
 
    	
CLEVELAND WRECKING COMPANY
    
	
 
    	
LEAR SIEGLER LOGISTICS INTERNATIONAL, INC.
    
	
 
    	
RUST CONSTRUCTORS INC.
    
	
 
    	
AECOM E&C   HOLDINGS, INC.
    
	
 
    	
URS FS COMMERCIAL   OPERATIONS, INC.
    
	
 
    	
URS FEDERAL SERVICES   INTERNATIONAL, INC.
    
	
 
    	
AECOM INTERNATIONAL, INC.
    
	
 
    	
AECOM NUCLEAR LLC
    
	
 
    	
URS OPERATING   SERVICES, INC.
    
	
 
    	
URS RESOURCES, LLC
    
	
 
    	
AECOM N&E TECHNICAL   SERVICES LLC
    
	
 
    	
URS CORPORATION — OHIO
    
	
 
    	
AMAN ENVIRONMENTAL   CONSTRUCTION, INC.
    
	
 
    	
URS CORPORATION SOUTHERN
    
	
 
    	
WGI GLOBAL INC.
    
	
 
    	
AECOM INTERNATIONAL   PROJECTS, INC.
    
	
 
    	
E.C. DRIVER &   ASSOCIATES, INC.
    
	
 
    	
URS CONSTRUCTION   SERVICES, INC.
    
	
 
    	
B.P. BARBER &   ASSOCIATES, INC.
    
	
 
    	
FORERUNNER CORPORATION
    
	
 
    	
URS ALASKA, LLC
    
	
 
    	
AECOM GREAT LAKES, INC.
    
	
 
    	
URS CORPORATION - NEW YORK
    
	
 
    	
URS CORPORATION - NORTH CAROLINA
    
	
 
    	
THE HUNT CORPORATION
    
	
 
    	
HUNT CONSTRUCTION   GROUP, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Charles Szurgot
    
	
 
    	
Name:
    	
Charles Szurgot
    
	
 
    	
Title:
    	
Assistant Secretary
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 









 

	
 
    	
BANK OF AMERICA, N.A.,   as Administrative Agent
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Maurice E.   Washington
    
	
 
    	
Name:
    	
Maurice E. Washington
    
	
 
    	
Title:
    	
Vice President
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
BANK OF AMERICA, N.A., as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brandon Weiss
    
	
 
    	
Name:
    	
Brandon Weiss
    
	
 
    	
Title:
    	
Vice President
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

BANK OF AMERICA, N.A. AUSTRALIAN BRANCH, as a Lender

 


	
EXECUTED by    Leonidas Zygouras
    	
 
    	
)
    	
 
    	
 
    
	
as attorney for BANK OF AMERICA, N.A.   Australian Branch under power of attorney dated 6   February 2018
    	
 
    	
)
   )
    	
 
    	
 
    
	
in the presence of:
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
)
    	
 
    	
 
    
	
/s/ Helmi   Yuselvia
    	
 
    	
)
    	
 
    	
 
    
	
Signature of witness
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
)
    	
 
    	
 
    
	
Helmi Yuselvia
    	
 
    	
)
    	
 
    	
Leonidas Zygouras
    
	
Name of witness (block letters)
    	
 
    	
)
    	
 
    	
By executing this deed the attorney
    
	
 
    	
 
    	
)
    	
 
    	
states that the attorney has received no
    
	
 
    	
 
    	
)
    	
 
    	
notice of revocation of the power of
    
	
 
    	
 
    	
)
    	
 
    	
attorney
    




 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
BANCO DE SABADELL, S.A., MIAMI   BRANCH, as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/Ignacio Alcaraz
    
	
 
    	
Name:
    	
Ignacio Alcaraz
    
	
 
    	
Title:
    	
Head of Structured   Finance Americas
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
BMO Harris Bank N.A., as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Gift
    
	
 
    	
Name:
    	
Michael Gift
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
Bank of Montreal, as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Keri Stackhouse
    
	
 
    	
Name:
    	
Keri Stackhouse
    
	
 
    	
Title:
    	
Head Credit Structuring
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 









 

	
 
    	
THE BANK OF NOVA SCOTIA, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Grad
    
	
 
    	
Name:
    	
Michael Grad
    
	
 
    	
Title:
    	
Director
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
BARCLAYS BANK PLC, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Patricia Oreta
    
	
 
    	
Name:
    	
Patricia Oreta
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
Executed in New York
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
BNP Paribas, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Pierre-Nicholas   Rogers
    
	
 
    	
Name:
    	
Pierre-Nicholas Rogers
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joseph Mack
    
	
 
    	
Name:
    	
Joseph Mack
    
	
 
    	
Title:
    	
Vice President
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
BOKF, NA, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Paul E. Johnson
    
	
 
    	
Name:
    	
Paul E. Johnson
    
	
 
    	
Title:
    	
Vice President
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
CAPITAL ONE, N.A., as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Timothy Miller
    
	
 
    	
Name:
    	
Timothy Miller
    
	
 
    	
Title:
    	
Vice President
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
Cathay Bank, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nancy A. Moore
    
	
 
    	
Name:
    	
Nancy A. Moore
    
	
 
    	
Title:
    	
Senior Vice President
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
CITIBANK, N.A., as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Millie Schild
    
	
 
    	
Name:
    	
Millie Schild
    
	
 
    	
Title:
    	
VP and Director
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
Compass Bank, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Aaron Loyd
    
	
 
    	
Name:
    	
Aaron Loyd
    
	
 
    	
Title:
    	
Director
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 









 

	
 
    	
CREDIT AGRICOLE CORPORATE AND   INVESTMENT BANK, as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Jill Wong
    
	
 
    	
Name:
    	
Jill Wong
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Gary Herzog
    
	
 
    	
Name:
    	
Gary Herzog
    
	
 
    	
Title:
    	
Managing Director
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
Crédit Industriel et   Commercial, New York Branch, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Clifford Abramsky
    
	
 
    	
Name:
    	
Clifford Abramsky
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Garry Weiss
    
	
 
    	
Name:
    	
Garry Weiss
    
	
 
    	
Title:
    	
Managing Director
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
FIFTH THIRD BANK, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Peter Samboul
    
	
 
    	
Name:
    	
Peter Samboul
    
	
 
    	
Title:
    	
Director
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
HSBC Bank Canada, as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James Sanders
    
	
 
    	
Name:
    	
James Sanders
    
	
 
    	
Title:
    	
Director, Banking
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Eric Striegler
    
	
 
    	
Name:
    	
Eric Striegler
    
	
 
    	
Title:
    	
Head of Multinationals
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
HSBC BANK USA N.A., as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Rumesha Ahmed
    
	
 
    	
Name:
    	
Rumesha Ahmed
    
	
 
    	
Title:
    	
Vice President
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
JPMORGAN CHASE BANK, N.A., as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Ling Li
    
	
 
    	
Name:
    	
Ling Li
    
	
 
    	
Title:
    	
Executive Director
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
Lloyds Bank plc, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Erin Walsh
    
	
 
    	
Name:
    	
Erin Walsh
    
	
 
    	
Title:
    	
Assistant Vice   President Transaction Execution Category A W004
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Kamala Basdeo
    
	
 
    	
Name:
    	
Kamala Basdeo
    
	
 
    	
Title:
    	
Assistant Manager   Transaction Execution Category A B002
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 









 

	
 
    	
Mizuho Bank, Ltd., as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Raymond Ventura
    
	
 
    	
Name:
    	
Raymond Ventura
    
	
 
    	
Title:
    	
Managing Director
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
PNC BANK, NATIONAL ASSOCIATION, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott W. Miller
    
	
 
    	
Name:
    	
Scott W. Miller
    
	
 
    	
Title:
    	
Vice President
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
STATE BANK OF INDIA (CALIFORNIA),   LOS ANGELES BRANCH,   as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nisha Susan Mathew
    
	
 
    	
Name:
    	
Nisha Susan Mathew
    
	
 
    	
Title:
    	
VP (Credit)
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
Sumitomo Mitsui Banking   Corporation, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James D. Weinstein
    
	
 
    	
Name:
    	
James D. Weinstein
    
	
 
    	
Title:
    	
Managing Director
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
SUNTRUST BANK, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Christian Sumulong
    
	
 
    	
Name:
    	
Christian Sumulong
    
	
 
    	
Title:
    	
Vice President
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 









 

	
 
    	
TD BANK, N.A., as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Welch
    
	
 
    	
Name:
    	
Craig Welch
    
	
 
    	
Title:
    	
Senior Vice President
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
The Hongkong and Shanghai   Banking Corporation Limited, Sydney Branch, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeremy White
    
	
 
    	
Name:
    	
Jeremy White 045256 A
    
	
 
    	
Title:
    	
State Manager,   Queensland
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
U.S. BANK NATIONAL ASSOCIATION, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Marty McDonald
    
	
 
    	
Name:
    	
Marty McDonald
    
	
 
    	
Title:
    	
Vice President
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

	
 
    	
Wells Fargo Bank, National   Association, as a   Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mark Felker
    
	
 
    	
Name:
    	
Mark Felker
    
	
 
    	
Title:
    	
Managing Director
    


 

AECOM

Signature Pages

Amendment No.6 to Credit Agreement

 











 

ANNEX I

 

Amended Pages to Credit Agreement Attached

 









 



Published CUSIP   Number: 00766WAJ2 Revolving Loan Facility CUSIP Number: 00766WAK9 Term A US   Loan Facility CUSIP Number: 00766WAQ6 Term A CAD Loan Facility CUSIP Number:   00766WAR4 Term A AUD Loan Facility CUSIP Number: 00766WAS2 Term B Loan   Facility CUSIP Number: 00766WAT0 SYNDICATED FACILITY AGREEMENT (as amended   through Amendment No. 56 to Credit Agreement dated as of MarchNovember 13,   2018) Dated as of October 17, 2014 among AECOM and CERTAIN SUBSIDIARIES OF   AECOM, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing   Line Lender and an L/C Issuer, and The Other Lenders Party Hereto BMO HARRIS   BANK N.A., CAPITAL ONE, NATIONAL ASSOCIATION, CITIBANK, N.A., BBVA COMPASS,   FIFTH THIRD BANK, HSBC BANK USA, NATIONAL ASSOCIATION, MIZUHO BANK, LTD., MUFG   UNION BANK, N.A., SUNTRUST BANK, TD BANK, N.A., WELLS FARGO BANK, NATIONAL   ASSOCIATION, as Co-Documentation Agents BANK OF AMERICA, N. A., JPMORGAN   CHASE BANK, N.A., THE BANK OF NOVA SCOTIA, BNP PARIBAS SECURITIES CORP., and   108739301_14 


    




 










branch for   Loans denominated in Canadian Dollars), office or Affiliate of it, or any   successor administrative agent. “Administrative Agent’s Office” means, with   respect to any currency, the Administrative Agent’s address and, as appropriate,   account as set forth on Schedule 10.02 with respect to such currency, or such   other address or account with respect to such currency as the Administrative   Agent may from time to time notify the Company and the Lenders.   “Administrative Questionnaire” means an Administrative Questionnaire in a   form supplied from time to time by the Administrative Agent. “AECOM Capital”   means AECOM Capital, Inc. and all existing or newly formed entities engaged   in any similar line of business to AECOM Capital, Inc., including   infrastructure public-private partnership, design-build-finance, real estate   investment, development and related assets. “Affiliate” means, with respect   to any Person, another Person that directly, or indirectly through one or   more intermediaries, Controls or is Controlled by or is under common Control   with the Person specified. “Aggregate Commitments” means the Commitments of   all the Lenders. “Aggregate Revolving Credit Commitments” means the Revolving   Credit Commitments of all the Revolving Credit Lenders, subject to adjustment   pursuant to the provisions of this Agreement (including Sections 2.06 and   2.16). “Alternative Currency” means each of Euro, Sterling, Yen, Canadian   Dollars, Australian Dollars, New Zealand Dollars, HKD, Swiss Francs and each other   currency (other than Dollars) that is approved in accordance with Section   1.06. “Alternative Currency Equivalent” means, at any time, with respect to   any amount denominated in Dollars, the equivalent amount thereof in the   applicable Alternative Currency as determined by the Administrative Agent or   the applicable L/C Issuer, as the case may be, at such time on the basis of   the Spot Rate (determined in respect of the most recent Revaluation Date) for   the purchase of such Alternative Currency with Dollars. “Alternative Currency   Sublimit” means an amount equal to the lesser of the Aggregate Revolving   Credit Commitments and $300,000,000.The Alternative Currency Sublimit is part   of, and not in addition to, the Aggregate Revolving Credit Commitments.   “Amendment No. 2 Effective Date” means December 22, 2015. “Amendment No. 3   Effective Date” means September 29, 2016. “Amendment No. 4 Effective Date”   means March 31, 2017. “Amendment No. 5 Effective Date” means March 13, 2018.   “Amendment No. 6 Effective Date” means November 13, 2018. “Anti-Corruption   Laws” means the United States Foreign Corrupt Practices Act of 1977, the UK   Bribery Act 2010 or other applicable Laws related to anti-corruption and   money laundering in Australia. 2 108739301_14 


    




 










“Availability   Period” means, in respect of the Revolving Credit Facility, the period from   and including the Closing Date to the earliest of (a) the Maturity Date for   the Revolving Credit Facility, (b) the date of termination of all of the   Revolving Credit Commitments pursuant to Section 2.06, and (c) the date of   termination of the commitment of each Revolving Credit Lender to make   Revolving Credit Loans and of the obligation of the applicable L/C Issuers to   make L/C Credit Extensions pursuant to Section 8.02. “Bail-In Action” means   the exercise of any Write-Down and Conversion Powers by the applicable EEA   Resolution Authority in respect of any liability of an EEA Financial   Institution. “Bail-In Legislation” means, with respect to any EEA Member   Country implementing Article 55 of Directive 2014/59/EU of the European   Parliament and of the Council of the European Union, the implementing law for   such EEA Member Country from time to time which is described in the EU   Bail-In Legislation Schedule. “Bank of America” means Bank of America, N.A.   and its successors. “Base Rate” means for any day a fluctuating rate per   annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1% (b)   the rate of interest in effect for such day as publicly announced from time to   time by Bank of America as its “prime rate”, and (c) the Eurocurrency Rate   (calculated in accordance with clause (vii) of the definition of Eurocurrency   Rate) plus 1.00%. The “prime rate” is a rate set by Bank of America based   upon various factors including Bank of America’s costs and desired return,   general economic conditions and other factors, and is used as a reference   point for pricing some loans, which may be priced at, above, or below such   announced rate. Any change in such prime rate announced by Bank of America   shall take effect at the opening of business on the day specified in the   public announcement of such change. “Base Rate Loan” means a Revolving Credit   Loan, a Swing Line Loan, a Term A US Loan or a Term B Loan that bears   interest based on the Base Rate. All Base Rate Loans shall be denominated in   Dollars. “BBSY” has the meaning ascribed thereto in the definition of   “Eurocurrency Rate”. “Beneficial Ownership Certification” means a   certification regarding beneficial ownership required by the Beneficial   Ownership Regulation, if any. “Beneficial Ownership Regulation” means 31   C.F.R. § 1010.230. “Benefit Plan” means any of (a) an “employee benefit plan”   (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as   defined in Section 4975 of the Code or (c) any Person whose assets include   (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of   ERISA or Section 4975 of the Code) the assets of any such “employee benefit   plan” or “plan”. “BMO” means Bank of Montreal and its successors. “BNP   Paribas” means BNP Paribas and its successors. “Borrower” and “Borrowers”   each has the meaning specified in the introductory paragraph hereto.   “Borrower Materials” has the meaning specified in Section 6.02. 6   108739301_14 


    




 










plus (vi) other   non-cash charges, write-downs, expenses, losses or items reducing   Consolidated Net Income of such Person for such period, including any   impairment charges or the impact of purchase accounting, (excluding (A) any   such non-cash charge, writedown or item to the extent it represents an   accrual or reserve for a cash expenditure for a future period and (B) any   such non-cash charge related to project writedowns or operations) less other   non-cash items of income increasing Consolidated Net Income (excluding any   such non-cash item of income to the extent it represents a receipt of cash in   any future period so long as such receipt of cash is not included in   calculating Consolidated Net Income or Consolidated EBITDA in such later period);   plus (vii) all expenses and charges relating to non-controlling Equity   Interests and equity income in non-wholly owned Restricted Subsidiaries; plus   (viii) any costs or expense incurred pursuant to (x) any management equity   plan or stock option plan or (y) any other management or employee benefit   plan or agreement or any stock subscription or shareholder agreement, in the   case of this clause (y) to the extent that such costs or expenses are funded   with cash proceeds contributed to the capital of the Company or net cash   proceeds of an issuance of Equity Interests of the Company (other than   Disqualified Stock); plus (ix) cash receipts (or any netting arrangements   resulting in reduced cash expenditures) not included in Consolidated EBITDA   or Consolidated Net Income in any period to the extent non-cash gains   relating to such receipts were deducted in the calculation of Consolidated   EBITDA pursuant to paragraph (b) below for any previous period and not   otherwise added back in such period or any other period; plus (x) cash   distributions of income received from non-consolidated Joint Ventures and   other non-consolidated Minority Investment entities, attributable to the   ownership of such Person in such entities; plus (xi) cost savings, expense   reductions, operating improvements, integration savings and synergies, in   each case, projected by the Company in good faith to be realized as a result,   and within 18 months, of the Transactions, so long as the aggregate amount   thereof does not exceed $18,000,000; plus 15 108739301_14 October 1, 2016   $50,000,000 October 1, 2017 $25,000,000 October 1, 2018 October 1, 2019 and   each October 1 thereafter $100,000,000 $25,000,000 


    




 










(xii) solely   for the Measurement Period ending March 31, 2017, the amount of $44,000,000   representing the anticipated gain related to the sale of interests in a joint   venture of AECOM Capital expected to close in the fiscal quarter ending June   30, 2017; (b) decreased (without duplication) by the following to the extent   included in calculating the Consolidated Net Income of such Person for such   period: (i) non-cash gains other than (A) non-cash gains to the extent they   represent the reversal of an accrual or cash reserve for a potential cash   item that reduced Consolidated EBITDA in any prior period and (B) non-cash   gains with respect to cash actually received in a prior period so long as   such cash did not increase Consolidated EBITDA in such prior period; plus   (ii) earnings of non-consolidated Joint Ventures and other non-consolidated   Minority Investment entities, attributable to the ownership of such Person in   such entities; plus (iii) cash payments corresponding to any non-cash   charges, write-downs, expenses, losses or items reducing Consolidated Net   Income to the extent such items were included in Consolidated EBITDA in a   prior period pursuant to clause (a)(vi) of this definition; provided, that   for purposes of calculating Consolidated EBITDA for any measurement period   set forth below, Consolidated EBITDA for any period set forth below included   in the four-fiscal quarter period ending on such date shall be deemed to   equal the amount set forth below for such period: provided, further, that for   purposes of calculating Consolidated EBITDA for any fiscal quarter in which   the Closing Date occurs and any prior fiscal quarter for which an amount is   not specified above, Consolidated EBITDA shall be determined based on the   combined pro forma financial results of the Company and its Subsidiaries and   of the Target and its Subsidiaries (and include actual results for the period   of time following the Closing Date) in a manner reasonably satisfactory to   the Company and the Administrative Agent. “Consolidated Funded Indebtedness”   means, as of any date of determination, for the Company and its Restricted   Subsidiaries on a consolidated basis in accordance with GAAP and without   duplication, all (a) Indebtedness for borrowed money and all obligations   evidenced by notes, bonds, debentures, loan agreements or similar   instruments, (b) Indebtedness in respect of the deferred purchase price of   property or services (which Indebtedness excludes, for the avoidance of   doubt, trade accounts payable or similar obligations to a trade creditor in   the ordinary course of business and any contingent earn-out obligation or   other contingent obligation related to an acquisition or an Investment   permitted 16 108739301_14 Period: Consolidated EBITDA Fiscal quarter ending   September 30, 2013 $383,528,000 Fiscal quarter ending December 31, 2013   $289,700,000 Fiscal quarter ending March 31, 2014 $227,400,000 Fiscal quarter   ending June 30, 2014 $316,400,000 


    




 










Lender whose   consent is required fails to consent to any Applicant Borrower becoming a   Designated Borrower pursuant to Section 2.15 so long as Revolving Credit   Lenders constituting Required Revolving Lenders consent to such Designated   Borrower. “Non-Core Asset Dispositions” means the Disposition, or series of   Dispositions, by the Company or any of its Restricted Subsidiaries of assets   (including stock of Subsidiaries) in or related to the construction services   segment of the Company and its Restricted Subsidiaries, in each case to the   extent the Company has determined (in its reasonable discretion) that such   assets (including stock of Subsidiaries) are non-core to the continuing   operations of the Company and its Restricted Subsidiaries, taken as a whole,   and none of which Dispositions (individually or in the aggregate) constitutes   all or substantially all of the Company’s assets. “Non-Core Asset Disposition   Related Transactions” means those intercompany Investments, intercompany   Indebtedness (including Guarantees) and other transactions, in each case to   the extent made in connection with, and in furtherance of, any or all of the   Non-Core Asset Dispositions, so long as in connection therewith (i) no assets   owned by a Loan Party prior thereto are, after giving effect to such   transactions, owned by a non-Loan Party Restricted Subsidiary of the Company   unless (x) such assets are to be Disposed of in a Non-Core Asset Disposition   or (y) the aggregate book value of all assets of the Loan Parties after   giving effect to such transactions (and any transactions effectuated   substantially simultaneously therewith pursuant to Sections 7.04(a) or   7.05(d) that have the effect of transferring assets from Restricted   Subsidiaries that are Loan Parties to Restricted Subsidiaries that are   non-Loan Parties) constitutes 75% or more of the book value of all assets of   the Company and its wholly-owned Restricted Subsidiaries on a consolidated   basis as of the end of the most recently ended fiscal year for which   financial statements have been delivered pursuant to Section 6.01, (ii) no   Guarantor prior to such transactions continues to be a Restricted Subsidiary   of the Company but ceases to be a Guarantor after giving effect to such   transactions unless the aggregate book value of all assets of the Loan   Parties after giving effect to such transactions (and any transactions   effectuated substantially simultaneously therewith pursuant to Sections   7.04(a) or 7.05(d) that have the effect of transferring assets from   Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that   are non-Loan Parties) constitutes 75% or more of the book value of all assets   of the Company and its wholly-owned Restricted Subsidiaries on a consolidated   basis as of the end of the most recently ended fiscal year for which   financial statements have been delivered pursuant to Section 6.01and (iii) no   Default or Event of Default is in existence and continuing at the time of, or   would result from, the consummation of any Non-Core Asset Disposition   Transaction. “Non-Defaulting Lender” means, at any time, each Lender that is   not a Defaulting Lender at such time. “Non-LIBOR Quoted Currency” means any   currency other than a LIBOR Quoted Currency. “Not Otherwise Applied” means,   with reference to any calculation of the Cumulative Available Amount after   the Amendment No. 5 Effective Date, that such amount is not then being   utilized pursuant to Section 7.03(j) and has not been utilized pursuant to   Section 7.06(e) after the Amendment No. 5 Effective Date (it being understood   that with respect to any Investment made under Section 7.03(j), the amount   thereof that has been repaid to the investor in cash as dividends or   distributions received in connection with such Investment, or as a repayment   of principal or a return of capital (up to the amount of the initial   Investment), but without any other adjustment for increases or decreases in   value of, or write-ups, write-downs or write-offs with respect to, such   Investment after the date of such Investment, shall be deemed not to be   utilized at such time pursuant to such Section 7.03(j)). As of the Amendment   No. 5 Effective Date, the entire Cumulative Available Amount is Not Otherwise   Applied and, for the 38 108739301_14 


    




 










Administrative   Agent (A) in the case of a Repricing Transaction described in clause (a) of   the definition thereof, for the ratable account of each of the Term B Lenders   a prepayment premium of 1.00% of the aggregate principal amount of the Term B   Loans so prepaid, refinanced, substituted or replaced and (B) in the case of   a Repricing Transaction described in clause (b) of the definition thereof,   for the ratable account of each of the Term B Lenders (including any   Non-Consenting Lenders under the Term B Facility) to the amendment, a fee   equal to 1.00% of the aggregate principal amount of the applicable Term B   Loans outstanding immediately prior to such amendment. Such amounts shall be   due and payable on the date of effectiveness of such Repricing Transaction.   (b) Mandatory. (i) Following the end of each fiscal year of the Company,   commencing with the fiscal year ending September 30, 2018, the Company shall   prepay Loans in an aggregate amount equal to (A) the applicable ECF   Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the   aggregate principal amount of Term Loans, Incremental Term Loans and (to the   extent accompanied by a permanent reduction of the Aggregate Revolving Credit   Commitments in the same amount) Revolving Loans prepaid pursuant to Section   2.05(a)(i) or, solely with respect to prepayments made with Net Cash Proceeds   resulting from Non-Core Asset Dispositions, pursuant to Section 2.05(b)(ii),   in each case during such fiscal year or, without duplication, after the end   of such fiscal year but prior to the date on which the prepayment described   in this clause (i) is required (such prepayments to be applied as set forth   in clauses (v) and (viii) below); provided that if all Term B Loans have been   paid in full and the Term B Facility has been terminated on or prior to the   date a prepayment under this clause (i) would have been required to have been   made, no such prepayment shall be required for such fiscal year or any   subsequent fiscal year. Each prepayment pursuant to this clause (i) shall be   made no later than the date that is five Business Days after the date on   which financial statements are required to be delivered pursuant to Section   6.01(a) with respect to the fiscal year for which Excess Cash Flow is being   calculated. (ii) If the Company or any of its Restricted Subsidiaries   Disposes of any property (other than in the ordinary course of business, and other   than any Disposition of any property permitted by Section 7.05(a), (b), (c),   (d), (g), (h) or (o)) which, in any such case, results in the realization by   such Person of Net Cash Proceeds, the Company shall prepay an aggregate   principal amount of Loans equal to 100% of the Net Cash Proceeds received   therefrom in excess of $50,000,000 in the aggregate for the Net Cash Proceeds   received from all such Dispositions during the immediately preceding twelve   month period immediately upon receipt thereof by such Person (such   prepayments to be applied as set forth in clauses (v) and (viii) below);   provided that, with respect to any Net Cash Proceeds realized under a   Disposition described in this Section 2.05(b)(ii), at the election of the   Company (as notified by the Company to the Administrative Agent on or prior   to the date of such Disposition), and so long as no Event of Default shall   have occurred and be continuing, the Company or such Restricted Subsidiary   may reinvest all or any portion of such Net Cash Proceeds in operating assets   so long as (A) within 365 days after receipt of such Net Cash Proceeds, such   reinvestment shall have been consummated (or a definitive agreement to so   reinvest shall have been executed), (B) if a definitive agreement to so   reinvest has been executed within such 365-day period, then such reinvestment   shall have been consummated within 180 days after such 365-day period (in   each case, as certified by the Company in writing to the Administrative   Agent), and (C) in the case of Dispositions by AECOM Capital or any   Restricted Subsidiary of AECOM Capital, within two years after receipt of   such Net Cash Proceeds such reinvestment shall have been consummated; and   provided 77 108739301_14 


    




 










further, that   any Net Cash Proceeds not subject to such definitive agreement or so   reinvested shall be immediately applied to the prepayment of the Loans as set   forth in this Section 2.05(b)(ii). Notwithstanding the foregoing, if the   Company or any of its Restricted Subsidiaries realizes any Net Cash Proceeds   resulting from a Non-Core Asset Disposition, the Company shall prepay an   aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds   received therefrom immediately upon receipt thereof by such Person (such   prepayments to be applied as set forth in clauses (v) and (viii) below),   without regard to the foregoing $50,000,000 threshold or the reinvestment   provisions set forth in this clause (ii). (iii) Upon the occurrence of a   Recovery Event with respect to the Company or any of its Restricted   Subsidiaries which, in any such case, results in the realization by such   Person of Net Cash Proceeds, the Company shall prepay an aggregate principal   amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in   excess of $50,000,000 in the aggregate for the Net Cash Proceeds received   from all such Recovery Events during the immediately preceding twelve month   period immediately upon receipt thereof by such Person (such prepayments to   be applied as set forth in clauses (v) and (viii) below); provided that, with   respect to any Net Cash Proceeds realized under a Recovery Event described in   this Section 2.05(b)(iii), at the election of the Company (as notified by the   Company to the Administrative Agent within 45 days following the date of such   Recovery Event), and so long as no Event of Default shall have occurred and   be continuing, the Company or such Restricted Subsidiary may reinvest all or   any portion of such Net Cash Proceeds in the replacement or restoration of   any properties or assets in respect of which such Net Cash Proceeds were paid   or operating assets so long as (A) within 365 days after receipt of such Net   Cash Proceeds, such reinvestment shall have been consummated (or a definitive   agreement to so reinvest shall have been executed), (B) if a definitive   agreement (including, without limitation, a construction agreement) to so   reinvest has been executed within such 365-day period, then such reinvestment   shall have been consummated within 180 days after such 365-day period (in   each case, as certified by the Company in writing to the Administrative   Agent), and (C) in the case of Recovery Events with respect to AECOM Capital   or any Restricted Subsidiary of AECOM Capital, within two years after receipt   of such Net Cash Proceeds such reinvestment shall have been consummated; and   provided further, that any Net Cash Proceeds not subject to such definitive   agreement or so reinvested shall be immediately applied to the prepayment of   the Loans as set forth in this Section 2.05(b)(iii). (iv) Upon the incurrence   or issuance by the Company or any of its Restricted Subsidiaries of any   Indebtedness (other than Indebtedness expressly permitted to be incurred or   issued pursuant to Section 7.02), the Company shall prepay an aggregate principal   amount of Loans equal to 100% of all Net Cash Proceeds received therefrom   immediately upon receipt thereof by the Company or such Restricted Subsidiary   (such prepayments to be applied as set forth in clauses (v) and (viii)   below). (v) Each prepayment of Loans pursuant to the foregoing provisions of   this Section 2.05(b) shall be applied, first, ratably to each of the Term A   US Facility, the Term A CAD Facility, the Term A AUD Facility, and the Term B   Facility and to the principal repayment installments thereof in direct order   of maturity to the next four principal repayment installments of the   applicable Term Facility (and, to the extent provided in the definitive loan   documentation therefor in accordance with Section 2.16(a)(v)(A), of any   Incremental Term Loans) and, thereafter, to the remaining principal repayment   installments of the applicable Term Facility (and, to the extent provided in   the definitive loan documentation therefor in accordance with Section   2.16(a)(v)(A), of any Incremental Term Loans) on a pro rata basis and,   second, to the Revolving Credit Facility (without permanent reduction of the   Revolving Credit Commitments) 78 108739301_14 


    




 










in the manner   set forth in clause (viii) of this Section 2.05(b). Notwithstanding the   foregoing, each prepayment of Loans made with Net Cash Proceeds resulting   from Dispositions pursuant to Section 2.05(b)(ii) shall be applied, first,   ratably to each of the Term A US Facility and the Term B Facility (and, to   the extent provided in the definitive loan documentation therefor in   accordance with Section 2.16(a)(v)(A), any Incremental Term Loans) on a pro   rata basis, second, ratably to each of the Term A CAD Facility and the Term A   AUD Facility (and, to the extent provided in the definitive loan   documentation therefor in accordance with Section 2.16(a)(v)(A), any   Incremental Term Loans) on a pro rata basis and, third, to the Revolving   Credit Facility (without permanent reduction of the Revolving Credit   Commitments) in the manner set forth in clause (viii) of this Section   2.05(b). Subject to Section 2.18, such prepayments shall be paid to the   Lenders in accordance with their respective Applicable Percentages in respect   of the relevant Facilities. (vi) If the Administrative Agent notifies the   Company at any time that the Total Revolving Credit Outstandings (that are   not Cash Collateralized by the Company or another Borrower) at such time   exceed an amount equal to 105% of the Aggregate Revolving Credit Commitments   then in effect, then, within five Business Days after receipt of such notice,   the Company shall prepay Revolving Credit Loans and/or Swing Line Loans   and/or the Company shall Cash Collateralize the L/C Obligations under the   Revolving Credit Facility in an aggregate amount sufficient to reduce the   Total Revolving Credit Outstandings (that are not Cash Collateralized by the   Company or another Borrower) as of such date of payment to an amount not to   exceed 100% of the Aggregate Revolving Credit Commitments then in effect;   provided, however, that, subject to the provisions of Section 2.17(a), the   Company shall not be required to Cash Collateralize the L/C Obligations under   the Revolving Credit Facility pursuant to this Section 2.05(b)(vi) unless   after the prepayment in full of the Revolving Credit Loans and Swing Line   Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving   Credit Commitments then in effect. The Administrative Agent may, at any time   and from time to time after the initial deposit of such Cash Collateral,   request that additional Cash Collateral be provided in order to protect   against the results of exchange rate fluctuations. (vii) If the   Administrative Agent notifies the Company at any time that the Outstanding   Amount of all Revolving Credit Loans denominated in Hong Kong Dollars or New   Zealand Dollars at such time exceeds an amount equal to 105% of the   Alternative Currency Sublimit then in effect, then, within five Business Days   after receipt of such notice, the Borrowers shall prepay Revolving Credit   Loans in an aggregate amount sufficient to reduce such Outstanding Amount as   of such date of payment to an amount not to exceed 100% of the Alternative   Currency Sublimit then in effect. (viii) Except as otherwise provided in   Section 2.18, prepayments of the Revolving Credit Facility made pursuant to   this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings   and the Swing Line Loans, second, shall be applied ratably to the outstanding   Revolving Credit Loans, and, third, shall be used to Cash Collateralize the   remaining L/C Obligations in full. Upon the drawing of any Letter of Credit   that has been Cash Collateralized, the funds held as Cash Collateral shall be   applied (without any further action by or notice to or from the Company or   any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving   Credit Lenders, as applicable. (ix) [Reserved.] 79 108739301_14 


    




 










Obligor nor any   of its property has any immunity from jurisdiction of any court or from any   legal process (whether through service or notice, attachment prior to   judgment, attachment in aid of execution, execution or otherwise) under the   laws of the jurisdiction in which such Foreign Obligor is organized and   existing in respect of its obligations under the Applicable Foreign Obligor   Documents. (b) The Applicable Foreign Obligor Documents are in proper legal   form under the Laws of the jurisdiction in which such Foreign Obligor is organized   and existing for the enforcement thereof against such Foreign Obligor under   the Laws of such jurisdiction, and to ensure the legality, validity,   enforceability, priority or admissibility in evidence of the Applicable   Foreign Obligor Documents. It is not necessary to ensure the legality,   validity, enforceability, priority or admissibility in evidence of the   Applicable Foreign Obligor Documents that the Applicable Foreign Obligor   Documents be filed, registered or recorded with, or executed or notarized   before, any court or other authority in the jurisdiction in which such   Foreign Obligor is organized and existing or that any registration charge or   stamp or similar tax be paid on or in respect of the Applicable Foreign   Obligor Documents or any other document, except for (i) any such filing,   registration, recording, execution or notarization as has been made or is not   required to be made until the Applicable Foreign Obligor Document or any   other document is sought to be enforced and (ii) any charge or tax as has   been timely paid and except that in case of court proceedings in a Luxembourg   court, or presentation of this Agreement or any other Loan Document to an   official authority (autorité constituée) in Luxembourg, such court or   autorité constituée may require registration of the Agreement or any other   Loan Document or any agreements referred to therein, in which case such   agreements will be subject to registration duties. (c) There is no (i) with   respect to the Australian Borrower or any other Foreign Obligor domiciled in   Australia, ad volarem duty or (ii) with respect to each other Foreign   Obligor, tax, levy, impost, duty, fee, assessment or other governmental   charge, or any deduction or withholding, imposed by any Governmental   Authority in or of the jurisdiction in which such Foreign Obligor is   organized and existing either (A) on or by virtue of the execution or   delivery of the Applicable Foreign Obligor Documents or (B) on any payment to   be made by such Foreign Obligor pursuant to the Applicable Foreign Obligor   Documents, except as has been disclosed to the Administrative Agent. (d) The   execution, delivery and performance of the Applicable Foreign Obligor   Documents executed by such Foreign Obligor are, under applicable foreign   exchange control regulations of the jurisdiction in which such Foreign   Obligor is organized and existing, not subject to any notification or   authorization except (i) such as have been made or obtained or (ii) such as   cannot be made or obtained until a later date (provided that any notification   or authorization described in clause (ii) shall be made or obtained as soon   as is reasonably practicable). 5.23 EEA Financial Institutions. No Loan Party   is an EEA Financial Institution. 5.24 Beneficial Ownership. As of the   Amendment No. 6 Effective Date, the information included in the Beneficial   Ownership Certification (if any) is true and correct in all respects. ARTICLE   VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment   hereunder, any Loan or other Obligation hereunder shall remain unpaid or   unsatisfied, or any Letter of Credit shall remain outstanding, the Company   and each other Borrower shall, and shall (except in the case of the covenants   set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each of their   respective Restricted Subsidiaries to: 118 108739301_14 


    




 










As to any   information contained in materials furnished pursuant to Section 6.02(c), the   Company shall not be separately required to furnish such information under   Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of   the obligation of the Company to furnish the information and materials   described in Sections 6.01(a) and (b) above at the times specified therein.   6.02 Certificates; Other Information. Deliver to the Administrative Agent and   each Lender, in form and detail satisfactory to the Administrative Agent and   the Required Lenders: (a) concurrently with the delivery of the financial   statements referred to in Sections 6.01(a) and (b) (commencing with the   delivery of the financial statements for the fiscal quarter ended December   31, 2014), a duly completed Compliance Certificate signed by the chief   financial officer, treasurer, senior vice president, corporate finance, or   controller of the Company (i) containing a calculation of the Cumulative   Available Amount and the amount thereof Not Otherwise Applied at such time;   (ii) containing a listing of each Unrestricted Subsidiary designated as of   the date thereof; (iii) stating that the Company was in compliance with the Collateral   and Guarantee Requirement and Section 6.12 as of such date; (iv) stating that   such officer has reviewed the terms of the Loan Documents and has made, or   has caused to be made under his supervision, a review in reasonable detail of   the transactions and condition of the Company and its Subsidiaries during the   accounting period covered by such financial statements and that such review   has not disclosed the existence of any Default or Event of Default during or   at the end of such accounting period and that such officer does not have   knowledge of the existence, as at the date of such certificate, of any   Default or Event of Default, or, if he does have knowledge that a Default or   an Event of Default existed or exists, specifying the nature and period of existence   thereof and what action the Company has taken, is taking, or proposes to take   with respect thereto; and (v) setting forth the calculations required to   establish whether the Company was in compliance with each of the financial   covenants set forth in Section 7.11 on the date of such financial statements;   (b) upon the occurrence and during the continuance of an Event of Default, if   requested by the Administrative Agent, copies of all final audit reports,   management letters or recommendations submitted to the board of directors (or   the audit committee of the board of directors) of any Loan Party by   independent accountants in connection with the accounts or books of any Loan   Party or any of its Restricted Subsidiaries, or any audit of any of them; (c)   promptly after the same are available, copies of each annual report, proxy or   financial statement or other report or communication sent to the stockholders   of the Company, and copies of all annual, regular, periodic and special   reports and registration statements which the Company may file or be required   to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act   of 1934, and not otherwise required to be delivered to the Administrative   Agent pursuant hereto; (d) promptly after the furnishing thereof, copies of   any statement or report furnished to any holder of debt securities of any   Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of   any indenture, loan or credit or similar agreement in excess of the Threshold   Amount and not otherwise required to be furnished to the Lenders pursuant to   Section 6.01 or any other clause of this Section 6.02; (e) not later than   five Business Days after receipt thereof by any Loan Party or any Subsidiary   thereof, copies of all notices, requests and other documents (including   amendments, waivers and other modifications) so received under or pursuant to   any instrument, indenture, loan or credit or similar agreement in excess of   the Threshold Amount and, from time to time upon request by the Administrative   Agent, such information and reports regarding such instruments, indentures   and loan and credit and similar agreements as the Administrative Agent may   reasonably request; and 120 108739301_14 


    




 










(o) business;   and Indebtedness relating to insurance premium financings incurred in the   ordinary course of (p) other Indebtedness in an aggregate principal amount as   of the date of any such incurrence not to exceed the greater of (i)   $100,000,000 and (ii) 2.5% of Consolidated Net Worth as of the last day of   the most recent fiscal year for which financial statements have been   delivered at the time of incurrence thereof pursuant to Section 6.01 (or,   prior to the first delivery thereof, the financial statements described in   Section 5.05(b)); and (q) Indebtedness owing by the Company or any Restricted   Subsidiary to the Company or any Restricted Subsidiary, in each case to the   extent incurred as (and in compliance with the requirements of) a Non-Core   Asset Disposition Related Transaction. Notwithstanding anything herein to the   contrary, during a Collateral Release Period and upon the written election of   the Company (which such election shall be effective upon notice from the   Company to the Administrative Agent), the covenants provided in each of   Sections 7.02(e), (f), (h), (i), (k), (l), (m) and (p) shall be replaced by a   single basket permitting (x) Consolidated Priority Indebtedness in an   aggregate amount not to exceed 10% of Consolidated Net Worth of the Company   and its Restricted Subsidiaries as of the last day of the most recent fiscal   year for which financial statements have been delivered pursuant to Section   6.01 (or, prior to the first delivery thereof, the financial statements   described in Section 5.05(b)) and (y) Tax Arrangement Priority Indebtedness   of the Company and its Restricted Subsidiaries in an aggregate amount not to   exceed 10% of Consolidated Net Worth as of the last day of the most recent   fiscal year for which financial statements have been delivered pursuant to   Section 6.01 (or, prior to the first delivery thereof, the financial   statements described in Section 5.05(b)) of the Company and its Restricted   Subsidiaries, in each case subject to a pro forma Consolidated Leverage Ratio   not to exceed 3.00 to 1.00. 7.03 Investments. Make or hold any Investments,   except: (a) Investments held by the Company and its Restricted Subsidiaries   in the form of certain Cash Equivalents; (b) advances to officers, directors   and employees of the Company and Restricted Subsidiaries made in the ordinary   course of business for travel, entertainment, relocation and analogous   ordinary business purposes; (c) Investments (i) by any Loan Party or any   Restricted Subsidiary in any Loan Party (excluding any new Restricted   Subsidiary that becomes a Loan Party pursuant to such Investment), so long   as, in the case of an Investment made by a non-Loan Party in a Loan Party in   the form of Indebtedness owing by such Loan Party, such Indebtedness is   permitted to be incurred by the relevant Loan Party pursuant to Section   7.02(k)(iv), (ii) by any Restricted Subsidiary that is not a Loan Party in   any other Restricted Subsidiary that is also not a Loan Party or (iii) by any   Loan Party in any Restricted Subsidiary that is not a Loan Party so long as   the aggregate amount of such Investments made by Loan Parties after the   Closing Date in reliance on this clause (c)(iii) shall not at the time of   incurrence thereof exceed the greater of (A) $200,000,000 and (B) 5.00% of   Consolidated Net Worth as of the last day of the most recent fiscal year for   which financial statements have been delivered at the time of incurrence   thereof pursuant to Section 6.01 (or, prior to the first delivery thereof,   the financial statements described in Section 5.05(b)); 131 108739301_14 


    




 










(l) Investments   acquired by the Company or a Restricted Subsidiary as a result of a   foreclosure by, or other transfer of title to, the Company or a Restricted   Subsidiary with respect to a secured Investment; (m) Investments consisting of   Performance Contingent Obligations; (n) Investments by Loan Parties in   non-Loan Parties made in connection with the Corporate Restructuring, so long   as (i) no Default or Event of Default exists at such time or would result   therefrom, (ii) no such Investment shall result in the Existing AECOM Global   II Loan ceasing to be ultimately owed to a Loan Party (other than as a result   of any repayment thereof, including without limitation repayment by way of a   capital contribution otherwise permitted under another provision of this   Section 7.03) and (iii) to the extent applicable, the Loan Parties comply   with the requirements of Section 6.12 within the time periods set forth   therein after giving effect to each such transaction; and (o) so long as no   Default or Event of Default exists at such time or would result therefrom,   Investments (i) by the Canadian Borrower in one or more non-Loan Parties   domiciled in Canada (or any province or territory thereof) made solely with   the proceeds of (and not in excess of the principal amount of) the Term A CAD   Facility, and (ii) by the Australian Borrower in one or more non-Loan Parties   made solely with the proceeds of (and not in excess of the principal amount   of) the Term A AUD Facility (and, for the avoidance of doubt, upon return of   capital of any such Investment, the returned proceeds of the Term A AUD   Facility may be reinvested in accordance with this clause (o)); and (p)   Investments made to effectuate or in connection with one or more Non-Core   Asset Disposition Related Transactions, so long as in each case (i) no   Default or Event of Default exists at such time or would result therefrom,   (ii) no such Investment shall result in the Existing AECOM Global II Loan   ceasing to be ultimately owed to a Loan Party (other than as a result of any   repayment thereof, including without limitation repayment by way of a capital   contribution otherwise permitted under another provision of this Section   7.03) and (iii) to the extent applicable, the Loan Parties comply with the   requirements of Section 6.12 within the time periods set forth therein after   giving effect to each such Investment. 7.04 Fundamental Changes. Merge,   amalgamate, dissolve, liquidate, consolidate with or into another Person, or   Dispose of (whether in one transaction or in a series of transactions) all or   substantially all of its assets (whether now owned or hereafter acquired) to   or in favor of any Person, except that: (a)any Restricted Subsidiary may   merge or amalgamate with (i) the Company, provided that the Company shall be the   continuing or surviving Person, or (ii) any one or more other Restricted   Subsidiaries, provided that (A) when any Loan Party is merging or   amalgamating with another Restricted Subsidiary, either (x) such Loan Party   shall be the continuing or surviving Person or (y) the aggregate book value   of all assets of the Loan Parties after giving effect to such transactions   (and any transactions effectuated substantially simultaneously therewith   pursuant to the definition of Non-Core Asset Disposition Related Transactions   or Section 7.05(d) that have the effect of transferring assets from   Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that   are non-Loan Parties) constitutes 75% or more of the book value of all assets   of the Company and its wholly-owned Restricted Subsidiaries on a consolidated   basis as of the end of the most recently ended fiscal year for which   financial statements have been delivered pursuant to Section 6.01 and (B)   when any wholly-owned Restricted Subsidiary is merged or amalgamated with any   non-wholly owned Restricted Subsidiary, either (x) the wholly-owned   Restricted Subsidiary shall be the continuing or surviving Person or (y) the   aggregate book value of all assets of the Loan Parties after giving effect to   such transactions (and any 133 108739301_14 


    




 










transactions   effectuated substantially simultaneously therewith pursuant to the definition   of Non-Core Asset Disposition Related Transactions or Section 7.05(d) that   have the effect of transferring assets from Restricted Subsidiaries that are   Loan Parties to Restricted Subsidiaries that are non-Loan Parties)   constitutes 75% or more of the book value of all assets of the Company and   its wholly-owned Restricted Subsidiaries on a consolidated basis as of the   end of the most recently ended fiscal year for which financial statements   have been delivered pursuant to Section 6.01; (b) any Loan Party may Dispose   of all or substantially all of its assets (upon voluntary liquidation or   otherwise) to the Company or to another Loan Party; (c) any Restricted   Subsidiary that is not a Loan Party may dispose of all or substantially all   its assets (including any Disposition that is in the nature of a liquidation)   to the Company or any other Restricted Subsidiary; (d) so long as no Default   has occurred and is continuing or would result therefrom, each of the Company   and any of its Restricted Subsidiaries may merge into or consolidate with any   other Person or permit any other Person to merge into or consolidate with it;   provided, however, that in each case, immediately after giving effect thereto   (i) in the case of any such merger to which the Company is a party, the   Company is the surviving Person, (ii) in the case of any such merger to which   any Loan Party (other than the Company) is a party, such Loan Party is the   surviving corporationPerson or the surviving Person becomes a Loan Party in   accordance with the Collateral and Guarantee Requirement and Section 6.12 and   (iii) in the case of any wholly-owned Restricted Subsidiary merging with a   Person that is not a wholly-owned Restricted Subsidiary, the prior to such   merger, the surviving Person shall be (or become as a result thereof) a   wholly-owned Restricted Subsidiary shall be the surviving Person, except in   the case of (ii) and (iii) above, a merger utilized to consummate a Disposition   permitted by Section 7.05 (other than Section 7.05(e)); and (e) the Company   or any Restricted Subsidiary may merge or consolidate with any other Person   solely to effect a change in the state or form of organization of the Company   or such Restricted Subsidiary; and (f) the Company and its Restricted   Subsidiaries may consummate any Disposition (including by way of merger)   permitted by Section 7.05 (other than Section 7.05(e)(i)). 7.05 Dispositions.   Make any Disposition or enter into any agreement to make any Disposition,   except: (a) Dispositions of surplus, obsolete or worn out property, whether   now owned or hereafter acquired, in the ordinary course of business; (b)   Dispositions of inventory in the ordinary course of business; (c)   Dispositions of equipment or property to the extent that (i) such property is   exchanged for credit against the purchase price of similar replacement   property or (ii) the proceeds of such Disposition are reasonably promptly   applied to the purchase price of such replacement property; (d) Dispositions   of property by any Restricted Subsidiary to the Company or to a wholly-owned   Restricted Subsidiary; provided that (i) if the transferor of such property   is a Loan Party, either (x) the transferee thereof must be a Loan Party or   (y) the aggregate book value of all assets of the Loan Parties after giving   effect to such transactions (and any transactions effectuated substantially   simultaneously therewith pursuant to the definition of Non-Core Asset   Disposition Related Transactions 134 108739301_14 


    




 










or Section   7.04(a) that have the effect of transferring assets from Restricted   Subsidiaries that are Loan Parties to Restricted Subsidiaries that are   non-Loan Parties) constitutes 75% or more of the book value of all assets of   the Company and its wholly-owned Restricted Subsidiaries on a consolidated   basis as of the end of the most recently ended fiscal year for which   financial statements have been delivered pursuant to Section 6.01 and (ii) if   the transferor of such property is a Loan Party other than a Foreign Obligor   or the Canadian Borrower, either (x) the transferee thereof must be a Loan   Party other than a Foreign Obligor or the Canadian Borrower or (y) or (y) the   aggregate book value of all assets of the Loan Parties after giving effect to   such transactions (and any transactions effectuated substantially   simultaneously therewith pursuant to the definition of Non-Core Asset   Disposition Related Transactions or Section 7.04(a) that have the effect of   transferring assets from Restricted Subsidiaries that are Loan Parties to   Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of   the book value of all assets of the Company and its wholly-owned Restricted   Subsidiaries on a consolidated basis as of the end of the most recently ended   fiscal year for which financial statements have been delivered pursuant to   Section 6.01; (e) (i) (e) Dispositions permitted by Section 7.04 and(other   than Section 7.04(f)) and (ii) Permitted Liens; (f) Dispositions by the Company   and its Restricted Subsidiaries required to comply with relevant antitrust   Laws in connection with the Acquisition or any Permitted Acquisition; (g)   leases, subleases, licenses or sublicenses granted in the ordinary course of   business, which could not reasonably be expected to have a Material Adverse   Effect; (h) the sale or other transfer of accounts receivable in connection   with the securitization thereof and/or factoring arrangements, which sale is   non-recourse to the extent customary in securitizations and/or factoring   arrangements and consistent with past practice and, to the extent   constituting Indebtedness of the Company or any Restricted Subsidiary, within   the limits set forth in Section 7.02(f); (i) so long as no Default shall have   occurred and be continuing, or would result therefrom, other Dispositions in   an aggregate amount not to exceed $200,000,000 in any fiscal year; provided   that any unused amount may be carried over for use in the next following   fiscal yearmade after the Closing Date with an aggregate fair market value   for all such Dispositions not to exceed ten percent (10%) of consolidated   total assets of the Company and its Restricted Subsidiaries as of the last   day of the most recent fiscal quarter for which financial statements have been   delivered pursuant to Section 6.01 (compliance to be measured with respect to   any Disposition on the date of such Disposition is made or, at the Company’s   election in writing, on the date of the agreement of the Company or any   Restricted Subsidiary to make such Disposition); (j) Dispositions of Cash and   Cash Equivalents; (k) Dispositions of assets within 365 days after the   acquisition thereof if such assets are outside the principal business areas   to which the assets acquired, taken as a whole, relate; (l) in order to   collect receivables in the ordinary course of business, resolve disputes that   occur in the ordinary course of business or engage in transactions with   government agencies in the ordinary course of business, Disposition of,   discount or otherwise compromise of for less than the face value thereof,   notes or accounts receivable, so long as no such Disposition, discount or   other compromise 135 108739301_14 


    




 










gives rise to   any Indebtedness, any Lien on any note or account receivable, or is made as   part of any accounts receivable securitization program; (m) Dispositions of   shares of Equity Interests of any of its Subsidiaries in order to qualify   members of the board of directors or equivalent governing body of any such   Subsidiary if required by applicable Law; and (n)Dispositions of condemned   property to the respective Governmental Authority that has condemned the same   (whether by deed in lieu of condemnation or otherwise), and Dispositions of   properties that have been subject to a casualty to the respective insurer of   such property or its designee as part of an insurance settlement; provided,   however, that any Disposition pursuant to this Section 7.05 (other than   pursuant to clauses (a), (d), (j) or (l)) shall be for no less than the fair   market value of such property at the time of such Disposition. (o)   Dispositions by Loan Parties to non-Loan Parties made in connection with the   Corporate Restructuring, so long as (i) no Default or Event of Default exists   at such time or would result therefrom, (ii) no such Disposition shall result   in the Existing AECOM Global II Loan ceasing to be ultimately owed to a Loan   Party (other than as a result of any repayment thereof, including without   limitation repayment by way of a capital contribution permitted by Section   7.03 other than SectionSections 7.03(n) and (p)) and (iii) to the extent   applicable, the Loan Parties comply with the requirements of Section 6.12   within the time periods set forth therein after giving effect to each such   transaction.; and (p) any Non-Core Asset Disposition, so long as (i) not less   than 75% of the consideration for any Non-Core Asset Disposition shall be   received at the time of consummation thereof by the Company (or the   applicable selling Restricted Subsidiary) in the form of cash or Cash   Equivalents, (ii) no Default or Event of Default exists at such time or would   result therefrom, (iii) no Non-Core Asset Disposition shall result in the   Existing AECOM Global II Loan ceasing to be ultimately owed to a Loan Party   (other than as a result of any repayment thereof, including without   limitation repayment by way of a capital contribution permitted by Section   7.03 other than Sections 7.03(n) and (p)) and (iv) to the extent applicable,   the Loan Parties comply with the requirements of Section 6.12 within the time   periods set forth therein after giving effect to any Non-Core Asset   Disposition; provided, however, that any Disposition pursuant to this Section   7.05 (other than pursuant to clauses (a), (d), (j) or (l)) shall be for no less   than the fair market value of such property at the time of such Disposition   (or, at Company’s election in writing, on the date of the agreement of the   Company or any Restricted Subsidiary to make such Disposition). 7.06   Restricted Payments. Declare or make, directly or indirectly, any Restricted   Payment, or incur any obligation (contingent or otherwise) to do so, or issue   or sell any Equity Interests or accept any capital contributions, except   that: (a) each Restricted Subsidiary may make Restricted Payments to any Loan   Party and any other Person that owns a direct Equity Interest in such   Restricted Subsidiary, either (i) ratably according to their respective   holdings of the type of Equity Interest in respect of which such Restricted   Payment is being made or (ii) on a non-pro rata basis either (A) where   required by Organization Documents or agreements existing as of the Closing   Date or (B) where the aggregate amount of all distributions to Persons other   than the Company or a Restricted Subsidiary that are in excess of the pro   rata share of such 136 108739301_14 


    




 










7.08   Transactions with Affiliates. Enter into any transaction of any kind with any   Affiliate of the Company, whether or not in the ordinary course of business,   other than on fair and reasonable terms substantially as favorable to the   Company or such Restricted Subsidiary as would be obtainable by the Company   or such Restricted Subsidiary at the time in a comparable arm’s length   transaction with a Person other than an Affiliate; provided that the   foregoing restriction shall not apply to (i) transactions between or among   the Loan Parties, (ii) Investments and Restricted Payments permitted hereby   and Dispositions between and among the Company and its Restricted   Subsidiaries permitted hereby, (iii) customary fees paid to directors, and   customary indemnities provided to directors, (iv) any payments pursuant to   any of the Company’s employee benefit plans, (v) the rights, privileges and   preferences granted to the holders of any class of Preferred Stock of the   Company arising under any related certificate of designation, investor rights   agreement or regulatory side letter, each in form and substance reasonably   satisfactory to the Required Lenders, (vi) so long as the Company is subject   to the filing requirements of the SEC, any transaction that is otherwise   permitted by any Company policy regarding such transactions to the extent   such policy was approved by the Company’s board of directors, and (vii) any   payments or other transaction pursuant to any tax sharing agreement between   the Company and any other Person with which the Company files a consolidated   tax return or with which the Company is part of a consolidated group for tax   purposes. 7.09 Burdensome Agreements. Enter into any Contractual Obligation   (other than this Agreement, any other Loan Document or the Indenture   governing the New Notes) that (a) limits the ability (i) of any Restricted   Subsidiary to make Restricted Payments to the Company or any Guarantor or to   otherwise transfer property to the Company or any Guarantor, (ii) of any   Restricted Subsidiary to Guarantee the Indebtedness of the Borrowers or (iii)   of the Company or any Restricted Subsidiary to create, incur, assume or   suffer to exist Liens on property of such Person in favor of the   Administrative Agent, the Lenders, the L/C Issuers or the Swing Line Lender;   provided, however, that this clause (iii) shall not prohibit (A) any negative   pledge incurred or provided in favor of any holder of Indebtedness permitted   under any of Section 7.02(e), 7.02(f), 7.02(g), 7.02(h), 7.02(i), 7.02(j),   7.02(l), 7.02(m) or 7.02(o), in each case solely to the extent any such   negative pledge relates to the property financed by, securing or otherwise   the subject of such Indebtedness or (B) restrictions on the encumbrance of   specific property encumbered to secure payment of particular permitted   Indebtedness or to be sold pursuant to an executed agreement with respect to   a sale of such assets; or (b) requires the grant of a Lien to secure an obligation   of such Person if a Lien is granted to secure another obligation of such   Person. The foregoing provision shall not apply to encumbrances or   restrictions existing under or by reason of: (a) applicable law, rule,   regulation or order (including agreements with regulatory authorities), (b)   customary net worth, restrictions on cash or other deposits and   non-assignment provisions of any lease, license or other contract, (c)   customary restrictions (x) with respect to a Restricted Subsidiary or   Subsidiaries pursuant to an agreement that has been entered into for the sale   or disposition of all or substantially all of the assets or Equity Interests   of such Restricted Subsidiary or Subsidiaries or (y) set forth in any   agreements relating to any Non-Core Asset Disposition or any Disposition   under Section 7.05(i) permitted hereunder, (d) customary provisions in joint   venture agreements, financing agreements related to Joint Ventures, and other   similar agreements relating solely to the securities, assets and revenues of   Joint Ventures or other business ventures, (e) restrictions on transfer   (including negative pledge provisions) set forth in any agreements relating   to any Investment permitted hereunder (including without limitation any such   restrictions relating to any Investment in any investment fund pursuant to   the provisions of any credit facility entered into by such fund), (f) any   provisions existing under, by reason of or with respect to Indebtedness of   any Foreign Subsidiary and applicable only to Foreign Subsidiaries, (g) any   provisions of or relating to any Performance Contingent Obligation (including   without limitation any completion guarantee), (h) any Contractual Obligation   that is reasonably determined by the Company not to materially adversely   affect the ability of the Company to perform its obligations under the Loan   Documents, or (i) any Contractual Obligation existing on the Closing Date or   otherwise permitted under 138 108739301_14 


    




 










Party, which   information includes the name and address of each Loan Party and other   information that will allow such Lender or the Administrative Agent, as   applicable, to identify each Loan Party in accordance with the Act. Each   Borrower shall, promptly following a request by the Administrative Agent or   any Lender, provide all documentation and other information that the   Administrative Agent or such Lender requests in order to comply with its   ongoing obligations under applicable “know your customer” and anti-money   laundering rules and regulations, including the Act and the Beneficial   Ownership Regulation. 10.19Judgment Currency.If, for the purposes of   obtaining judgment in any court, it is necessary to convert a sum due   hereunder or any other Loan Document in one currency into another currency,   the rate of exchange used shall be that at which in accordance with normal   banking procedures the Administrative Agent could purchase the first currency   with such other currency on the Business Day preceding that on which final   judgment is given. The obligation of each Borrower in respect of any such sum   due from it to the Administrative Agent or any Lender hereunder or under the   other Loan Documents shall, notwithstanding any judgment in a currency (the   “Judgment Currency”) other than that in which such sum is denominated in   accordance with the applicable provisions of this Agreement (the “Agreement   Currency”), be discharged only to the extent that on the Business Day   following receipt by the Administrative Agent or such Lender, as the case may   be, of any sum adjudged to be so due in the Judgment Currency, the   Administrative Agent or such Lender, as the case may be, may in accordance   with normal banking procedures purchase the Agreement Currency with the   Judgment Currency. If the amount of the Agreement Currency so purchased is   less than the sum originally due to the Administrative Agent or any Lender   from any Borrower in the Agreement Currency, such Borrower agrees, as a   separate obligation and notwithstanding any such judgment, to indemnify the   Administrative Agent or such Lender, as the case may be, against such loss.   If the amount of the Agreement Currency so purchased is greater than the sum   originally due to the Administrative Agent or any Lender in such currency, the   Administrative Agent or such Lender, as the case may be, agrees to return the   amount of any excess to such Borrower (or to any other Person who may be   entitled thereto under applicable law). 10.20Release and Reinstatement of   Collateral. (a) Notwithstanding anything to the contrary contained in this   Agreement, any Loan Document or any other document executed in connection   herewith, if at any time (including after a Collateral Reinstatement Event   shall have occurred) a Collateral Release Event shall have occurred and be   continuing, then all Collateral (other than Cash Collateral) and the   Collateral Documents (other than Collateral Documents Instruments entered   into in connection with Cash Collateral) shall be released automatically and   terminated without any further action. In connection with the foregoing, the   Administrative Agent shall, at the Company’s expense and at the Company’s   request, promptly execute and file in the appropriate location and deliver to   Company such termination and full or partial release statements or   confirmation thereof, as applicable, and do such other things as are   reasonably necessary to release the liens to be released pursuant hereto   promptly upon the effectiveness of any such release. (b)Notwithstanding   clause (a) above, if, after the occurrence of a Collateral Release Event, a   Collateral Reinstatement Event shall occur, all Collateral and Collateral   Documents shall, at the Company’s sole cost and expense, be reinstated and   all actions reasonably necessary, or reasonably requested by the   Administrative Agent, to provide to the Administrative Agent for the benefit   of the Secured Parties valid, perfected, first priority security interests   (subject to Permitted Liens) in the Collateral to the extent required by the   Loan Documents and otherwise to satisfy the Collateral and Guarantee   Requirement (including without limitation the delivery of documentation and   taking of actions of the type described in Section 6.12) shall be taken   within 30 days of such event, which 30 day period may be extended by the   Administrative Agent in its sole discretion; provided that for the avoidance   of 170 108739301_14