UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  August 2, 2014

AECOM TECHNOLOGY CORPORATION

(Exact name of Registrant as specified in its charter)

555 South Flower Street, Suite 3700

Los Angeles, California 90071

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code (213) 593-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                                      Entry into a Material Definitive Agreement

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2014, on July 11, 2014, AECOM Technology Corporation (“AECOM”) entered into a commitment letter with Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Original Commitment Parties”), pursuant to which the Original Commitment Parties committed, subject to customary conditions, to provide AECOM with debt financing for the acquisition of URS Corporation (“URS”) (the “Debt Commitment Financing”).

On August 2, 2014, AECOM entered into an amended and restated Debt Commitment Letter (the “Amended and Restated Commitment Letter”), with the Original Commitment Parties and the other financing institutions party thereto (collectively, with the Original Commitment Parties, the “Commitment Parties”) pursuant to which the Commitment Parties have severally committed, subject to customary conditions, to provide the Debt Commitment Financing.

The foregoing summary of the Amended and Restated Commitment Letter is not complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Commitment Letter, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 2.02                                      Results of Operations and Financial Condition

On August 5, 2014, AECOM issued a press release announcing the financial results for its fiscal third quarter ended June 30, 2014.  A copy of the press release is attached to this report as Exhibit 99.2.  Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 8.01                                      Other Events

On August 4, 2014, AECOM received notice of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the transactions contemplated by the Agreement and Plan of Merger among the AECOM, ACM Mountain I, LLC, ACM Mountain II, LLC and URS, dated as of July 11, 2014.

Additional Information about the Proposed Transaction with URS and Where to Find It

In connection with the proposed transaction with URS, AECOM has filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement of AECOM and URS that also constitutes a prospectus of AECOM. The definitive joint proxy statement/prospectus will be mailed to stockholders of AECOM and URS when it becomes available. Investors and security holders are urged to read the definitive joint proxy statement/prospectus and other relevant documents filed with the SEC, when they become available, because they will contain important information about the proposed transaction. Investors and security holders may obtain free copies of these documents, when they become available, and other documents filed with the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by AECOM by contacting AECOM Investor Relations at 1-213-593-8000.  Investors and security holders may obtain free copies of the documents filed with the SEC by URS by contacting URS Investor Relations at 877-877-8970.  Additionally, information about the transaction is available online at www.aecom-urs.com.

AECOM and URS and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about AECOM’s directors and executive officers is available in AECOM’s proxy statement for its 2014 Annual Meeting of

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Stockholders filed with the SEC on January 24, 2014. Information about directors and executive officers of URS is available in the proxy statement for the 2014 Annual Meeting of Stockholders of URS filed with the SEC on April 17, 2014. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the definitive joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from AECOM or URS using the sources indicated above.

This report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Item 9.01                                      Financial Statements and Exhibits.

(d)  Exhibits

99.1                                               Amended and Restated Commitment Letter dated as of August 2, 2014, by and among AECOM, Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other financial institutions party thereto.

99.2                                               Press Release, dated August 5, 2014, announcing AECOM’s financial results for the third quarter ended June 30, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

Execution Version

August 2, 2014

AECOM Technology Corporation

555 South Flower Street, Suite 3700

Los Angeles, California 90071

Attention:                                         Stephen M. Kadenacy, Chief Financial Officer

Project Mountain

$6,262.5 Million Senior Secured Credit Facilities Amended & Restated Commitment Letter

Ladies and Gentlemen:

AECOM Technology Corporation, a Delaware corporation (the “Company” or the “Borrower” or “you”), has advised each of the Initial Lenders (as defined and set forth on Schedule I hereto), each of the Lead Arrangers (as defined and set forth on Schedule I hereto) and each of the Additional Agents (as defined and set forth on Schedule I hereto, and the Additional Agents together with the Lead Arrangers and the Initial Lenders, the “Commitment Parties”, “we” or “us”) that the Company intends to acquire (the “Acquisition”) all or substantially all of the issued and outstanding stock of URS Corporation, a Delaware corporation (the “Target”), pursuant to the Acquisition Agreement (as defined in Schedule I to the Summary of Terms (defined below)).  The Company, the Target and their respective subsidiaries are sometimes collectively referred to herein as the “Companies”.

You have also advised the Commitment Parties that you intend to:

(a)                                 obtain an amendment (the “Revolver Amendment”) to the Borrower’s existing Fourth Amended and Restated Credit Agreement dated as of January 29, 2014 (the “Existing Revolving Credit Agreement” and, as amended by the Revolver Amendment, the “Amended Revolving Credit Agreement”), among the Company, certain designated subsidiaries of the Company, Bank of America (as defined on Schedule I hereto), as administrative agent and the lenders party thereto (the “Existing Revolving Lenders”),

which shall require the consent of the “Required Lenders” under and as defined in the Existing Revolving Credit Agreement (the “Required Revolving Consent”) in respect of a $1,050 million revolving credit facility (the “Existing Revolving Facility”), which Revolver Amendment would result in the Amended Revolving Credit Agreement and the related revolving credit facility having terms substantially as set forth in the Summary of Terms and Conditions attached as Exhibit A (including any Addenda and Schedules thereto, collectively, the “Summary of Terms” and collectively with this amended and restated commitment letter, this “Commitment Letter”);

(b)                                 obtain an amendment (the “Term Loan A Amendment” and, together with the Revolver Amendment, the “Amendments”) to the Borrower’s existing Second Amended and Restated Credit Agreement dated as of June 7, 2013 (the “Existing TLA Credit Agreement” and, as amended by the Term Loan A Amendment, the “Amended TLA Credit Agreement” and, together with the Amended Revolving Credit Agreement, the “Amended Credit Agreements”), among the Company, Bank of America, as administrative agent and the lenders party thereto (the “Existing TLA Lenders”), which shall require the consent of the “Required Lenders” under and as defined in the Existing TLA Credit Agreement (the “Required TLA Consent” and, together with the Required Revolving Consent, the “Required Lender Vote” and, if applicable, the Required Lender Vote together with any other consents required in order to effectuate the Amendments, the “Required Consents”) in respect of a term loan A facility in an aggregate principal amount of $712.5 million (subject to reduction as a result of amortization or prepayments thereof prior to the Closing Date under the Existing TLA Credit Agreement) (the “Existing Term Loan A” and, together with the Existing Revolving Facility, the “Existing Credit Facilities”), which Term Loan A Amendment would result in the Amended TLA Credit Agreement and the related term loan facility therein having terms substantially as set forth in the Summary of Terms;

(c)                                  if the Required Consents are not obtained, obtain new senior secured credit facilities (the “Backstop Facilities”), composed of (i) a term loan A facility in an aggregate principal amount of $712.5 million (subject to reduction as a result of amortization or prepayments thereof prior to the Closing Date under the Existing TLA Credit Agreement) with terms identical to those applicable to the Existing Term Loan A and (ii) a revolving credit facility in an aggregate principal amount of $1,050 million with terms identical to those applicable to the Existing Revolving Facility, in each case with changes to such terms as are proposed by the Amendments;

(d)                                 obtain incremental term loans under the Amended TLA Credit Agreement or the Backstop Facilities, as applicable, in the aggregate principal amount of $4,000 million, consisting of a $575 million “term loan A” (the “Additional Term A Facility”) and a $3,425 million “term loan B” (the “Additional Term B Facility”) and an incremental performance letter of credit facility under the Amended Revolving Credit Agreement or the Backstop Facilities, as applicable, in an aggregate amount of $500 million available solely for the issuance of performance letters of credit (the “Additional PLOC Facility” and, together with the Additional Term A Facility and the Additional Term B Facility, the “Additional Facilities”) (the aggregate amount of the Additional Facilities, together with the Existing Credit Facilities under the Amended Credit Agreements or the Backstop Facilities, as applicable, are referred to as the “Senior Credit Facilities”), provided that the Additional Facilities are subject to being provided, in part, on a delayed draw basis and to being reduced by the Retained Target Note Amount (defined below) in accordance with the Summary of Terms;

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(e)                                  to the extent that any or all of (i) the existing senior unsecured 3.850% notes due 2017 of the Target and URS Fox US LP, a Delaware limited partnership and subsidiary of the Target (collectively, the “Issuers”), issued pursuant to that certain Indenture dated as of March 15, 2012 and that First Supplemental Indenture dated as of March 15, 2012 and (ii) the existing senior unsecured 5.000% notes due 2022 of the Issuers issued pursuant to that certain Indenture dated as of March 15, 2012 and that certain Second Supplemental Indenture dated as of March 15, 2012 (collectively, all such existing senior unsecured notes of the Issuers, the “Existing Target Notes”) remain outstanding on the Closing Date and either (x) are not subject to any right of the holders to demand that the Issuers redeem, repay or repurchase the Existing Target Notes as a result of the consummation of the Acquisition (whether such right to demand redemption, repayment or repurchase is exercised or exercisable on or after the Closing Date, the “Target Note Put Right”) or (y) the holders of all or a portion of the Existing Target Notes have not exercised the Target Note Put Right and have no further right to do so (an amount equal to 100% of the principal amount of the Existing Target Notes described in the foregoing clauses (x) and (y)  being referred to herein as the “Retained Target Note Amount”, and an amount equal to 100% of the Existing Target Notes remaining subject to the Target Note Put Right on the Closing Date that may be exercised thereafter being referred to herein as the “Open Target Note Amount”), then a portion of the Additional Facilities equal to 100% of the Open Target Note Amount shall be made available on a delayed draw basis in accordance with the Summary of Terms (with the availability thereof subject to an exercise of the related Target Note Put Right) and any commitments with respect to the Additional Facilities not required for the Target Note Put Right shall be terminated on or after the Closing Date in accordance with the Summary of Terms; and

(f)                                   finance the Transactions (as hereinafter defined), including the Acquisition, the repayment or redemption of certain existing indebtedness of the Companies more fully described in the Summary of Terms (defined below) (the “Refinancing”), the costs and expenses related to the foregoing and the ongoing working capital and other general corporate purposes of the Companies after consummation of the Acquisition from (and that no financing other than the financing described herein will be required in connection with the Transactions): (i) the issuance of equity interests in the Company in accordance with the Acquisition Agreement (the “Equity Contribution”), (ii) existing cash on hand of the Company and its subsidiaries, (iii) borrowings under the Amended Credit Agreements or, if the Required Consents are not obtained, the related Backstop Facilities, and (iv) borrowings under the Additional Facilities or, in lieu of any portion of the Additional Term B Facility, debt securities the proceeds of which shall reduce the Additional Term B Facility on a dollar-for-dollar basis (the “New Notes”).

The Acquisition, the Equity Contribution, the Refinancing, the Amendments or the Backstop Facilities, the entering into and funding of the Additional Facilities, any Target Note Put Right, any retention of the Existing Target Notes, any issuance of New Notes and all related transactions are hereinafter collectively referred to as the “Transactions”.  All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in the Summary of Terms.

To the extent feasible, subject to voting requirements and other considerations, the Senior Credit Facilities and, in each case to the extent applicable, the Amended Revolving Credit Facility and the Amended Term Credit Facility shall be provided in a single credit agreement loan document.  The terms and conditions of the Additional Facilities, the Amended Revolving Credit Facility (after giving effect to the Revolver Amendment) and the Amended Term Credit Facility (after giving effect to the Term Loan A Amendment) shall be substantially the same, in each case as described more fully in the Summary of Terms.

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1.                                      COMMITMENTS, ENGAGEMENTS AND TITLES.  In connection with the foregoing, and subject solely to the satisfaction of the conditions precedent set forth in Schedule I to the Summary of Terms:

(a)                                 Bank of America is pleased to advise you, upon and subject to the terms set forth herein and in the Summary of Terms, of its willingness (i) to continue to act as the sole and exclusive administrative agent and to act as the collateral agent for the Existing Credit Facilities, if applicable, (ii) if the Backstop Facilities are obtained, to act as the sole and exclusive administrative agent and collateral agent for the Backstop Facilities and (iii) to act as the sole and exclusive administrative agent and collateral agent for the Additional Facilities (in all such capacities described in this paragraph 1(a), the “Administrative Agent”).

(b)                                 Each of the Initial Lenders is pleased to advise you, in each case upon and subject to the terms set forth herein and in the Summary of Terms, of (i) its several commitment to provide the principal amount of the Additional Facilities and, if applicable, of the Backstop Facilities, in each case in the amounts for each of the Initial Lenders as set forth in Exhibit B to this Commitment Letter, (ii) its agreement to approve the Amendments (by voting its commitments and loans under the Existing Credit Facilities as in effect on July 11, 2014 in favor of the Amendments) on terms consistent with clauses (a) and (b) of the second paragraph of the previous section of this Commitment Letter and the Summary of Terms (as reasonably determined by the Borrower and the Initial Lenders) and (iii) until the Closing Date has occurred, or this Commitment Letter has been terminated in accordance with its terms without the occurrence of the Closing Date, its agreement to retain, and not assign or otherwise transfer (including by way of participation), its commitments and loans under the Existing Credit Facilities, and the related power to vote such amounts with respect to the Amendments.  The commitments of each of the Initial Lenders to the Senior Credit Facilities (and the related facilities therein) are as set forth on Exhibit B hereto.

(c)                                  Each of the Lead Arrangers is pleased to advise you of its willingness to act as a joint lead arranger and joint book manager for the Amendments, the Backstop Facilities (if applicable) and the Additional Facilities and, in such capacity, to (i) form a syndicate of financial institutions and institutional lenders (including the Initial Lenders) for the Additional Facilities and (if applicable) the Backstop Facilities (collectively with the other Existing Revolving Lenders and the other Existing TLA Lenders, to the extent either or both of the Amendments is effectuated, the “Lenders”), in consultation with you and (ii) work with you and Bank of America, as administrative agent under each of the Existing Revolving Credit Agreement and Existing TLA Credit Agreement, and use its commercially reasonable efforts to obtain the Required Lender Vote, in each case on substantially the terms set forth herein and in the Summary of Terms.

(d)                                 Each of the Lead Arrangers is pleased to advise you of its willingness to act as a co-syndication agent for the Amendments, the Backstop Facilities (if applicable) and the Additional Facilities, and each of the Additional Agents (other than Morgan Stanley Senior Funding, Inc.) is pleased to advise you of its willingness to act as a co-documentation agent for the Amendments, the Backstop Facilities (if applicable) and the Additional Facilities, in each case on substantially the terms set forth herein and in the Summary of Terms..

(e)                                  You hereby (i) engage Bank of America as sole and exclusive Administrative Agent for the Backstop Facilities (if applicable) and the Additional Facilities, (ii) engage the Lead Arrangers to use their respective commercially reasonable efforts to obtain the Required Lender Vote, (iii) confirm that Bank of America shall continue as sole and exclusive Administrative Agent for the Existing Credit Facilities, to the extent applicable, (iv) engage the Lead Arrangers as the joint Lead Arrangers, (v) engage the Lead Arrangers and the Additional Agents (other than Morgan Stanley Senior Funding, Inc.) as agents as set forth in paragraph 1(d) above and (vi) accept the several commitments of the Initial Lenders set

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forth in paragraph 1(b) above.  Notwithstanding any other provision of this Commitment Letter or the Summary of Terms, if, subsequent to the date of your acceptance of this Commitment Letter and prior to its expiration in accordance with its terms, the Required Consents are obtained, and there are no additional consents beyond the Required Consents required in order for the Amended Credit Agreements to become effective, the commitments under this Commitment Letter in respect of the Backstop Facilities shall automatically terminate.

(f)                                   No additional agents, co-agents, arrangers or book managers will be appointed and no other titles will be awarded unless the Lead Arrangers and you shall so agree.  Notwithstanding the foregoing, in any and all marketing materials or other documentation used in connection with the Senior Credit Facilities (i) MLPFS (as defined on Schedule I hereto) shall have “left” and “highest” placement and shall hold the leading role and responsibilities conventionally associated with such “left” and “highest” placement, including maintaining sole physical books for the Senior Credit Facilities, (ii) the Lead Arrangers shall have “middle” placement and shall hold the leading role and responsibilities conventionally associated with such “middle” placement and (iii) the Additional Agents shall have “right” placement and shall hold the leading role and responsibilities conventionally associated with such “right” placement.

2.                                      SYNDICATION.

(a)                                 The Lead Arrangers intend to commence their efforts related to soliciting the Required Lender Vote and syndicating the Additional Facilities promptly upon your acceptance of this Commitment Letter and the Fee Letters (as defined below).  You agree, until the Syndication Assistance Termination Date (as defined below),  to actively assist, to cause your subsidiaries to actively assist, and to use your commercially reasonable efforts to cause the Target and its subsidiaries to actively assist, the Lead Arrangers in achieving the Required Lender Vote and a Successful Syndication (as defined in the Arranger Fee Letter).  Such assistance shall include your (i) providing, and causing your subsidiaries and your and their advisors to provide, and using your commercially reasonable efforts to cause the Target (including its subsidiaries and advisors) to provide, the Commitment Parties and the other Lenders upon request of MLPFS with all customary information that is reasonably available to you with respect to the Company, the Target and their respective subsidiaries that is reasonably deemed necessary by the Lead Arrangers to complete such syndication and to obtain the Required Lender Vote, including, but not limited to, information and evaluations prepared by you, the Companies and your and their respective advisors, or on your or their behalf, relating to the Transactions, (ii) assisting, causing your subsidiaries to assist, and using your commercially reasonable efforts to cause the Target and its subsidiaries to assist,  in the preparation of customary confidential information memoranda and other materials to be used in connection with the solicitation of the Required Lender Vote and the syndication of the Additional Facilities (collectively with the Summary of Terms and any additional summary of terms prepared for distribution to Public Lenders (as defined below), the “Information Materials”), (iii) using your commercially reasonable efforts to ensure that the efforts with respect to the solicitation of the Required Lender Vote and the syndication efforts of the Lead Arrangers benefit materially from your existing banking and lending relationships and, to the extent practical and appropriate, the respective existing banking and lending relationships of the Target and its subsidiaries, (iv) using commercially reasonable efforts (which use of commercially reasonable efforts shall not require you to change the proposed terms of the Senior Credit Facilities) to obtain public corporate credit and corporate family ratings of the Company (after giving effect to the Transactions) from Standard & Poor’s Financial Services LLC (“S&P”), and Moody’s Investors Service, Inc. (“Moody’s”), respectively, together with ratings for the Senior Credit Facilities from such rating agencies, prior to the launch of the Required Lender Vote for the Amendments (if required therefor by the Lead Arranger) and the syndication of the Additional Facilities and (v) making your and your subsidiaries’ officers and advisors, and using your commercially reasonable efforts to make the respective officers and advisors of the Target and its subsidiaries, available

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from time to time to attend and make presentations regarding the business and prospects of Companies and the Transactions, as appropriate, at one or more meetings of prospective Lenders.  Notwithstanding anything to the contrary contained in this Commitment Letter or either Fee Letter, but subject to (and without limiting) the conditions expressly set forth in Schedule I to the Summary of Terms related to the “Marketing Period,” your obligations to assist in efforts with respect to soliciting the Required Lender Vote and syndicating the Additional Facilities as provided herein (including the obtaining of the ratings referenced above) shall not constitute a condition to the commitments hereunder or the funding of the Senior Credit Facilities on the Closing Date; provided that if the Required Consents have not been obtained prior to the Closing Date, then at the discretion of the Lead Arrangers, efforts related thereto may be abandoned and the Backstop Facilities implemented in lieu thereof.  If MLPFS (on behalf of the Lead Arrangers) at any time reasonably determines, in consultation with you, that the Required Consents are not likely to be obtained, then you agree (subject to the foregoing provisions of this paragraph) to promptly make such revisions to the Information Materials as shall be reasonably requested by MLPFS and reasonably necessary or desirable to include the Backstop Facilities, and you agree that all references in this Section 2 to the Additional Facilities and/or the Senior Credit Facilities shall thereupon be deemed to also refer to the Backstop Facilities.

(b)                                 You agree that from July 11, 2014 until the Syndication Assistance Termination Date, neither you nor your subsidiaries will (and you shall use commercially reasonable efforts to ensure that neither Target nor its subsidiaries will) undertake any competing offering, placement, arrangement or syndication of any senior bank financing or debt securities, in each case without the prior written consent of MLPFS if any such financing, either individually or in the aggregate, could reasonably be expected to materially impair either the obtaining of the Required Lender Vote or the primary syndication of any of the Senior Credit Facilities; provided that it is understood and agreed that none of (i) the Senior Credit Facilities (including, for the avoidance of doubt, any borrowing under the Existing Revolving Facility), (ii) the New Notes, (iii) replacements, extensions and renewals of existing indebtedness at maturity without any material increase of the principal amount thereof, (iv) indebtedness of the Target and its subsidiaries permitted to be incurred or outstanding pursuant to the Acquisition Agreement as in effect on July 11, 2014 (without giving effect to any amendment to, or waiver of, the provisions therein relating to the incurrence of indebtedness unless consented to by the Commitment Parties (such consent not to be unreasonably withheld, conditioned or delayed)), (v) ordinary course of business accounts receivable financings, short-term financings and/or hedging arrangements, (vi) financings of or related to AECOM Capital projects (including guarantees with respect thereto) consistent with the business plan of AECOM Capital in effect on July 11, 2014 and (vii) other indebtedness, including securitizations, real estate financings and capital leases, in an aggregate principal amount with respect to this clause (vi) not to exceed $100 million, could reasonably be expected to materially impair either the obtaining of the Required Lender Vote or the primary syndication of any of the Senior Credit Facilities.

(c)                                  It is understood and agreed that the Lead Arrangers will manage and control all aspects of the syndication of the Senior Credit Facilities and the solicitation of the Required Lender Vote in consultation with you, including decisions as to the selection of prospective Lenders (which shall be reasonably acceptable to you) and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders; provided that you shall have the right to consent (not to be unreasonably withheld, conditioned or delayed) to the identity of the Lenders (it being understood that each of the Initial Lenders, Existing TLA Lenders and Existing Revolving Lenders, and their affiliates, are satisfactory to you).  It is understood that no Lender or affiliate thereof providing any of the Required Consents or participating in the Senior Credit Facilities will receive compensation from you or the Target or any of your respective subsidiaries or affiliates in order to obtain its consent or commitment, except on the terms contained herein, in the Summary of Terms and in the Fee Letters unless approved in writing by the Commitment Parties.  It is also understood

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and agreed that the distribution of the fees contemplated in the Fee Letters among the Lenders will be at the sole and absolute discretion of the Lead Arrangers.

(d)                                 Notwithstanding the right of the Lead Arrangers to syndicate the Senior Credit Facilities and receive commitments with respect thereto, (i) the Commitment Parties shall not be relieved, released or novated from their respective obligations hereunder, including their obligations to fund their commitment to the Senior Credit Facilities on the Closing Date, in connection with any syndication, assignment or participation of the Senior Credit Facilities, including their respective several commitments in respect thereof as set forth on Exhibit B hereto, until after the initial funding of the Senior Credit Facilities on the Closing Date and (ii) the Commitment Parties shall retain exclusive control over all rights and obligations with respect to their respective commitments in respect of the Senior Credit Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the initial funding of the Senior Credit Facilities on the Closing Date has occurred, in each case unless you otherwise agree in writing.

(e)                                  The provisions of this Section 2 shall remain in full force and effect until the earlier of (i) 60 days following the Closing Date, (ii) the completion of a Successful Syndication, or (iii) the termination of this Commitment Letter pursuant to the last paragraph hereof other than as a result of the occurrence of the Closing Date (the “Syndication Assistance Termination Date”).

3.                                      CONDITIONS.

(a)                                 The commitments and undertakings of the Commitment Parties hereunder are subject solely to the satisfaction of the conditions precedent set forth in Schedule I to the Summary of Terms.

(b)                                 Notwithstanding anything in this Commitment Letter (including, without limitation, the Summary of Terms), either Fee Letter, the definitive documentation for the Senior Credit Facilities (the “Facilities Documentation”) or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to you, the Target and your respective subsidiaries and businesses the accuracy of which shall be a condition to availability of the Senior Credit Facilities on the Closing Date shall be (A) the representations made by the Target and/or its subsidiaries with respect to the Target and/or its subsidiaries in the Acquisition Agreement (as defined in the Summary of Terms) as are material to the interests of the Lenders, but only to the extent that you (or your applicable affiliate, including any other applicable subsidiary of the Company) have the right to terminate your obligations under the Acquisition Agreement, or to decline to consummate the Acquisition pursuant to the Acquisition Agreement, as a result of a breach of such representation in the Acquisition Agreement, determined without regard to whether any notice is required to be delivered by you or any of your affiliates party to the Acquisition Agreement (to such extent, the “Specified Purchase Agreement Representations”), and (B) the Specified Representations (as defined below) and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair availability of the Senior Credit Facilities on the Closing Date if the conditions set forth in Schedule I to the Summary of Terms are satisfied or waived (it being understood that, to the extent any collateral referred to in the Summary of Terms is not provided, or the lien on any such collateral is not perfected, on the Closing Date under the Senior Credit Facilities after your use of commercially reasonable efforts to do so, the provision of such collateral or perfection of such lien shall not constitute a condition precedent to the availability of the Senior Credit Facilities on the Closing Date but shall be required to be provided (or perfected) after the Closing Date within a customary time period for such collateral to be mutually agreed by the Borrower and the Administrative Agent, but in any event not less than 60 days after the Closing Date (unless otherwise mutually agreed by the Borrower and the Administrative Agent)); provided that, notwithstanding the foregoing, the execution and delivery of an appropriate security agreement or other granting document by each grantor, the delivery of UCC financing statements with respect to each grantor

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(or an authorization permitting the Administrative Agent to file UCC financing statements with respect to each grantor), and the delivery of short-form security agreements with respect to each grantor for filing with the United States Patent and Trademark Office or the United States Copyright Office (or an authorization permitting the Administrative Agent to file such short-form security agreements with respect to each grantor) shall be required on the Closing Date.  For purposes hereof, “Specified Representations” means the representations and warranties in the Facilities Documentation as they relate to the Borrower and any Material Guarantor relating to (A) legal existence of the Borrower and any Material Guarantor, and power and authority with respect to entering into the Facilities Documentation by the Borrower and the Material Guarantors, (B) non-contravention of the Facilities Documentation with the organizational documents of the Borrower and the Material Guarantors, (C) the enforceability, authorization, execution and delivery of the Facilities Documentation with respect to the Borrower and the Material Guarantors, (D) not engaging in the business of purchasing/carrying margin stock and status of the Borrower and the Material Guarantors under the Investment Company Act, (E) compliance with OFAC, FCPA and the USA PATRIOT Act (in the form set forth as a portion of Schedule II to the Summary of Terms), (F) solvency of the Company and its subsidiaries on a consolidated basis on the Closing Date (giving effect to the Transactions), and (G) the creation, validity and perfection of security interests granted in the intended collateral (except to the extent any such collateral is not required to be provided or perfected on the Closing Date pursuant to the provisions of this paragraph).  For purposes hereof, “Material Guarantor” means any Guarantor that is itself a Significant Subsidiary pursuant to clause (a) or (b) of the definition thereof (without giving effect to the aggregation in the proviso to such definition).  This paragraph, and the provisions contained herein, shall be referred to as the “Limited Conditionality Provision.”

4.                                      INFORMATION.

(a)                                 You represent and warrant (in each case, with respect to information relating to the Target and its subsidiaries, to your knowledge) that (i) all financial and business projections and other forward-looking information concerning the Companies that have been or are hereafter made available to the Commitment Parties or any of the Lenders by or on behalf of you or the Target or any of your or their respective representatives in connection with the Transactions (the “Projections”) have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time made and at the time the related Projections are made available to any Commitment Party or any Lender (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, the Projections, by their nature, are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved and actual results may differ from the Projections and such differences may be material) and (ii) all written information, other than Projections and other information of a general economic or industry specific nature, that has been or is hereafter made available to any of the Commitment Parties or any of the Lenders by or on behalf of you or the Target or any of your or their respective subsidiaries or representatives in connection with any aspect of the Transactions (the “Information”), when taken as a whole, is, or will be when furnished, correct in all material respects and does not and will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such statements are made.  You agree that if, at any time from the date hereof until the later of the Closing Date and the Syndication Assistance Termination Date, you become aware that any of the representations and warranties in the immediately preceding sentence would be incorrect in any material respect if the Information or Projections were being made available, and such representations and warranties were being made, at such later time, then reasonably promptly after becoming aware thereof (but in no event later than the Closing Date or the Syndication Assistance Termination Date, as applicable) you will (or, prior to the Closing Date, with respect to Information and Projections concerning the Target and its subsidiaries, you will use commercially reasonable efforts to) make available to the Lead Arrangers such supplements to the Information and/or

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Projections (with respect to the Target and its subsidiaries, to your knowledge) so that such representations and warranties in the immediately preceding sentence are correct in all material respects as of the time you make available such supplemental Information and/or Projections.  The provisions of the immediately preceding sentence shall remain in full force and effect until the later of the Closing Date and the occurrence of the Syndication Assistance Termination Date.  In issuing their commitments hereunder, in arranging and syndicating the Senior Credit Facilities and in soliciting the Required Lender Vote, you acknowledge that each of the Commitment Parties is and will be using and relying on the Information without independent verification thereof.

(b)                                 (i)                                     You acknowledge that (A) the Commitment Parties on your behalf will make available Information Materials to the proposed syndicate of Lenders (including Existing Revolving Lenders and Existing Term Loan A Lenders) by posting the Information Materials on SyndTrak or another similar electronic system (the “Platform”) and (B) certain existing and/or prospective Lenders (such Lenders, “Public Lenders”; all other Lenders, “Private Lenders”) may have personnel that do not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to you, the Target or any of your or its affiliates or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such entities’ securities.  If requested, you will assist us in preparing an additional version of the Information Materials not containing MNPI (the “Public Information Materials”) to be distributed to prospective Public Lenders.

(ii)                                  Before distribution of any Information Materials (A) to existing and/or prospective Private Lenders, you shall provide us with a customary letter authorizing the dissemination of the Information Materials and (B) to existing and/or prospective Public Lenders, you shall provide us with a customary letter authorizing the dissemination of the Public Information Materials and confirming the absence of MNPI therefrom.  In addition, you hereby agree that (x) you will use commercially reasonable efforts to identify (and, at the request of MLPFS (or any of its affiliates), shall identify) that portion of the Information Materials that may be distributed to Public Lenders by clearly and conspicuously marking the same as “PUBLIC”, (y) all Information Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”, and by marking Information Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Commitment Parties to treat such Information Materials as not containing any MNPI and (z) the Commitment Parties (and their respective affiliates) shall be entitled to treat any Information Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

(iii)                               You agree that the Commitment Parties on your behalf may distribute the following documents to all existing and prospective Lenders, unless you advise the Commitment Parties in writing (including by email) within a reasonable time prior to their intended distributions that such material should only be distributed to existing and prospective Private Lenders:  (A) administrative materials for existing and prospective Lenders such as lender meeting invitations and funding and closing memoranda, (B) notifications of changes to the Senior Credit Facilities’ and/or the Amendments’ terms and (C) other materials intended for existing and prospective Lenders after the initial distribution of the Information Materials, including, without limitation, drafts and final versions of definitive documents with respect to the Senior Credit Facilities (including the Amendments).  If you advise us that any of the foregoing items should be distributed only to Private Lenders, then the Commitment Parties will not distribute such materials to Public Lenders without further discussions with you.

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5.                                      EXPENSES.  By executing this Commitment Letter, you agree to reimburse the Administrative Agent and MLPFS from time to time within 10 business days of demand therefor (or on the Closing Date, to the extent invoiced at least 3 business days (or such shorter time as the Borrower may agree) prior to the Closing Date), for all reasonable and documented out-of-pocket fees and expenses (including (a) the reasonable fees, disbursements and other charges of McGuireWoods LLP (or any other replacement counsel, if applicable, engaged by MLPFS and the Administrative Agent in lieu thereof), as counsel to MLPFS and the Administrative Agent, of one firm of special and/or regulatory counsel retained by MLPFS or the Administrative Agent in each applicable specialty or regulatory area, and of one firm of local counsel retained by MLPFS or the Administrative Agent in each applicable jurisdiction and (b) reasonable due diligence expenses) incurred in connection with the Senior Credit Facilities (including the Amendments), the solicitation of the Required Lender Vote, the syndication of the Senior Credit Facilities and the preparation of the Facilities Documentation, and with any other aspect of the Transactions and any of the other transactions contemplated hereby.  You acknowledge that MLPFS and/or the Administrative Agent may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

6.                                      INDEMNIFICATION.  You agree to indemnify and hold harmless the Commitment Parties, each of their respective affiliates and each of their respective partners, officers, directors, employees, agents, trustees, administrators, managers, advisors and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the Transactions or any similar transaction and any of the other transactions contemplated hereby or thereby or (b) the Senior Credit Facilities (including the Amendments), or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense (x) is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or (y) results from a claim brought by you or any of your subsidiaries against an Indemnified Party for a material breach of such Indemnified Party’s obligations hereunder, if you or such subsidiary has obtained a final, nonappealable judgment in your favor on such claim as determined by a court of competent jurisdiction; provided that, in the case of legal expenses, your obligations under this Section 6 shall be limited to the reasonable fees, disbursements and other charges of one primary counsel, one local counsel in each relevant jurisdiction, one specialty counsel for each relevant specialty and one or more additional counsel if one or more conflicts of interest, or perceived conflicts of interest, arise; provided further that the reimbursement of out-of-pocket fees and expenses with respect to the preparation, due diligence, administration, syndication and closing of the Facilities Documentation shall be subject to the provisions set forth in “Expenses” above.  In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, the Target, any of your or their respective subsidiaries, equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the Transactions is consummated.  You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you, to the Target, to your or their respective subsidiaries or affiliates or to your or their respective equityholders or creditors arising out of, related to or in connection with any aspect of the Transactions, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or material breach of its obligations hereunder.  Notwithstanding any other provision of this Commitment Letter, no Indemnified

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Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or material breach of its obligations hereunder.

7.                                      CONFIDENTIALITY.  This Commitment Letter, the amended and restated arranger fee letter among you and the Commitment Parties of even date herewith (the “Arranger Fee Letter”), the agent fee letter among you, Bank of America and MLPFS dated as of July 11, 2014 (the “Agent Fee Letter” and together with the Arranger Fee Letter, the “Fee Letters”) and the contents hereof and thereof are confidential (with distribution or disclosure of the Agent Fee Letter being limited to the parties thereto, except as expressly provided below) and shall not be disclosed by you in whole or in part to any person or entity without our prior written consent except (a) to your directors, officers, attorneys, accountants and other professional advisors (collectively, “Representatives”), provided that each such person is advised of its obligation to retain such information as confidential, (b) this Commitment Letter and the existence and contents of this Commitment Letter (and the Fee Letters, to the extent redacted in a manner reasonably satisfactory to MLPFS (it being understood that redaction of the Fee Letters in a manner consistent with either (x) the redaction described in the Acquisition Agreement as in effect on July 11, 2014 or (y) the redaction of the Fee Letters (as defined in the original version of this Commitment Letter) provided to the Target and its Representatives on or about July 11, 2014, in either case as reasonably confirmed by MLPFS, shall be deemed reasonably satisfactory to MLPFS)) may be disclosed to the Target and its Representatives in connection with their consideration of the Acquisition, provided that each such person is advised of its obligation to retain such information as confidential, (c) in any legal, judicial or administrative proceeding or as otherwise required by law or regulation or as requested by a governmental authority (in which case you agree, to the extent determined by you in good faith to be permitted by law, to inform us promptly in advance thereof), (d) this Commitment Letter and the existence and contents of this Commitment Letter (but not either Fee Letter or the contents thereof) may be disclosed in any syndication or other marketing materials in connection with the Amendments and the Senior Credit Facilities (it being acknowledged that the aggregate amount of the fees or other payments in the Fee Letters may be included in projections and pro forma information and a generic disclosure of aggregate sources and uses contained in such syndication and other marketing materials), (e) the Summary of Terms, including the existence and contents thereof, may be disclosed to any rating agency, (f) this Commitment Letter, but not any Fee Letter, may be included, to the extent required, in any filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges (it being acknowledged that the aggregate amount of the fees or other payments in the Fee Letters may be included in projections and pro forma information and a generic disclosure of aggregate sources and uses in any such filings), (g) the aggregate amount of fees or other payments contained in the Fee Letters may be disclosed as part of a disclosure of aggregate sources and uses related to fee amounts to the extent customary or required in marketing materials, any proxy or other public filing or any prospectus or other offering memorandum, including any S-4 filed in connection with the Transactions (it being specifically acknowledged and agreed that such disclosure in the S-4 filed in connection with the Transactions as of August 1, 2014 is permissible hereunder) and (h) this Commitment Letter and the existence and contents of this Commitment Letter (including the Summary of Terms but not either Fee Letter or the contents thereof) may be disclosed to any Lenders or participants or prospective Lenders or prospective participants; provided that with respect to clauses (d) through (h), such disclosure shall be permitted only after your acceptance of this Commitment Letter and the Fee Letters in accordance with Section 12 hereof.

Each of the Commitment Parties shall treat confidentially all confidential information received by it from you or your affiliates and representatives in connection with the Transactions; provided that nothing herein shall prevent any Commitment Party from disclosing any such information (a) to rating

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agencies, (b) to any Lenders, participants or assignees, or prospective Lenders, participants or assignees, or to any direct or indirect counterparty to any swap or derivative transaction relating to you or any of your subsidiaries, (c) in any legal, judicial or administrative proceeding or other compulsory process or otherwise as requested or required by applicable law, rule or regulation or as requested or required by a governmental authority (in which case the relevant Commitment Party agrees promptly to notify the Borrower thereof, in advance, to the extent practicable and permitted by law, rule or regulation), (d) upon the request or demand of any governmental agency or regulatory authority having (or purporting to have) jurisdiction over any Commitment Party or any of its affiliates (including, without limitation, bank and securities examiners and any self-regulatory authority, such as the National Association of Insurance Commissioners) or upon the good faith determination by counsel that such information should be disclosed in light of ongoing oversight or review of any Commitment Party by any governmental or regulatory authority having jurisdiction over such Commitment Party or its affiliates (in which case, such Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental bank or securities regulatory authority exercising examination or regulatory authority) promptly to notify the Borrower, in advance, thereof to the extent practicable and permitted by law, rule or regulation), (e) to any Commitment Party’s affiliates and the partners, directors, officers, employees, agents, advisors and other representatives of such Commitment Party and its affiliates (collectively, “Representatives”) on a “need-to-know” basis in connection with the Transactions and who are informed of the confidential nature of such information and are directed by such Commitment Party to keep such information confidential in a manner consistent with the terms of this Commitment Letter, (f) to the extent such information becomes publicly available other than by reason of improper disclosure by any Commitment Party (and the relevant disclosing Commitment Party is aware of such improper disclosure) in breach of this Commitment Letter, (g) for purposes of establishing a “due diligence” defense, (h) to the extent that such information is received by any Commitment Party or its Representatives from a third party that is not known by such Commitment Party or such Representative to be prohibited from disclosing such information to such Commitment Party or such Representative by contractual or fiduciary confidentiality obligations owing to you or any of your affiliates, (i) to enforce its rights hereunder or under any Fee Letter to which it is a party, (j) to the extent that such information is independently developed by any Commitment Party or any of its Representatives and (k) with your prior written consent; provided further that the disclosure of any such information to any Lenders, participants or assignees or prospective Lenders, participants or assignees or any direct or indirect counterparty to any swap or derivative transaction referred to above shall be made subject to the acknowledgment and acceptance by such Lender, participant or assignee or prospective Lender, participant or assignee or direct or indirect counterparty to any swap or derivative transaction that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and such Commitment Party including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of the Commitment Parties or customary market standards for dissemination of such type of information, and in the event of any electronic access through any Platform, which shall in any event require “click through” or other affirmative action on the part of the recipient to access such information and acknowledge its confidentiality obligations in respect thereof, in each case on terms reasonably acceptable to you and the Commitment Parties.  Notwithstanding anything to the contrary herein, unless otherwise terminated earlier (including pursuant to Section 9(a) below), the obligations of the Commitment Parties under this paragraph shall terminate on the date that is eighteen months from the date of this Commitment Letter.

8.                                      OTHER SERVICES. (a)         You acknowledge that the Commitment Parties or their respective affiliates may be providing financing or other services to parties whose interests may conflict with yours.  The Commitment Parties agree that they will not furnish confidential information obtained from you to any of their other customers and that they will treat confidential information relating to you, the Target, and your and their respective affiliates with the same degree of care as they treat their own confidential information.  The Commitment Parties further advise you that they will not make available to

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you or the Target confidential information that they have obtained or may obtain from any other customer.  In connection with the services and transactions contemplated hereby, you agree that the Commitment Parties are permitted to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives, on a confidential basis, any information concerning you, the Target or any of your or their respective affiliates that is or may come into the possession of any Commitment Party or any of such affiliates.

(b)                                 In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that:  (i) (A) the Senior Credit Facilities (including the Amendments) and any related arranging or other services described in this Commitment Letter are arm’s-length commercial transactions between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, (B) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (C) you are capable of evaluating, and you understand and accept, the terms, risks and conditions of the transactions contemplated hereby; (ii) (A) each Commitment Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties (including in a writing related to the engagement of MLPFS (or one or more of its affiliates) as Buy-Side Financial Advisor (defined below) to the Borrower in connection with the Acquisition (the “Buy Side Engagement”), has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (B) none of the Commitment Parties has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and those obligations expressly set forth in the Buy Side Engagement; and (iii) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates.  To the fullest extent permitted by law, you hereby waive and release any claims that you may have against any Commitment Party with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.  In addition, please note that MLPFS (or one or more of its affiliates) has been retained by the Borrower as financial advisor (in such capacity, the “Buy-Side Financial Advisor”) to the Borrower in connection with the Acquisition. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Buy-Side Financial Advisor, and on the other hand, the Commitment Parties’ and their respective affiliates’ relationships with you as described and referred to in this Commitment Letter and the Fee Letters.

9.                                      SURVIVAL.

(a)                                 The provisions of Sections 5, 6, 7, 8, 9, 10 and 11 of this Commitment Letter shall remain in full force and effect regardless of whether any of the Facilities Documentation shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of any Commitment Party hereunder; provided that upon execution of the Facilities Documentation for any of the Senior Credit Facilities (including the Amendments), your reimbursement and indemnification obligations hereunder, and your and our confidentiality obligations hereunder (other than your confidentiality obligations related to the disclosure of this Commitment Letter and the Fee Letters), shall in each case, to the extent covered thereby, be superseded and deemed replaced by the corresponding provisions contained in the applicable Facilities Documentation for such Senior Credit Facilities (including the Amendments).

(b)                                 In the event the Closing Date occurs prior to the occurrence of the Syndication Assistance Termination Date, your obligations to assist in the syndication of the Senior Credit Facilities (including, if then applicable, the Amendments) set forth in Section 2 and the representations and warranties and other

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provisions of Section 4 with respect to the syndication of the Senior Credit Facilities (including, if then applicable, the Amendments) shall remain in full force and effect until the Syndication Assistance Termination Date.

10.                               GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL; ETC.  This Commitment Letter (including, without limitation, the Summary of Terms) and the Fee Letters shall be governed by, and construed in accordance with, the laws of the State of New York.  You irrevocably and unconditionally agree that you will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Commitment Party, any Lender or any Indemnified Party in any way relating to this Commitment Letter (including, without limitation, the Summary of Terms), the Fee Letters, the transactions contemplated hereby and thereby or the actions of any of the Commitment Parties in the negotiation, performance or enforcement hereof, in any forum other than the courts of the State of New York sitting in the Borough of Manhattan in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court.  You hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.  Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Commitment Letter (including the Summary of Terms) or either Fee Letter shall affect any right that any Commitment Party or any Lender may otherwise have to bring any action or proceeding relating to this Commitment Letter (including the Summary of Terms) or either Fee Letter against you or your properties in the courts of any jurisdiction.  Service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such person for any suit, action or proceeding brought in any such court.  Each of you and the Commitment Parties hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter (including the Summary of Terms), either Fee Letter, the Transactions and the other transactions contemplated hereby and thereby or the actions of the Commitment Parties in the negotiation, performance or enforcement hereof; provided that, notwithstanding the foregoing to the contrary, it is understood and agreed that any determinations as to (x) the accuracy of any representations and warranties made by or on behalf of the Target and its subsidiaries in the Acquisition Agreement and whether as a result of any inaccuracy thereof you or any of your subsidiaries that is a party to the Acquisition Agreement can terminate your (or its) obligations under the Acquisition Agreement or not consummate the Acquisition, (y) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement and (z) the interpretation of the definition of “Target Material Adverse Effect” (as defined in the Term Sheet) and whether a Target Material Adverse Effect has occurred, shall, in each case be governed by the laws of the State the laws of which govern the Acquisition Agreement.  Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Facilities Documentation with respect to each of the Senior Credit Facilities by the parties hereto in a manner consistent with this Commitment Letter.

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11.                               MISCELLANEOUS.

(a)                                 This Commitment Letter and the Fee Letters may be executed in counterparts which, taken together, shall constitute an original.  Delivery of an executed counterpart of this Commitment Letter or either Fee Letter by telecopier, facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart thereof.

(b)                                 This Commitment Letter (including the Summary of Terms) and the Fee Letters embody the entire agreement and understanding among the Commitment Parties, you, and your and their respective affiliates (including the Company and its subsidiaries) with respect to the Senior Credit Facilities (including the Amendments) and supersede all prior agreements and understandings relating to the specific matters hereof.  No party has been authorized by any Commitment Party to make any oral or written statements that are inconsistent with this Commitment Letter.

(c)                                  This Commitment Letter is not assignable by the parties hereto (other than, with respect to the Commitment Parties, to an Additional Lead Party) without the prior written consent of the other parties hereto and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties.

(d)                                 The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of them is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow the Commitment Parties to identify you in accordance with the Act.

(e)                                  This Commitment Letter (including the exhibits, schedules, annexes and addenda attached hereto) and the Fee Letters may not be amended, or any provision hereof waived or modified, except in an instrument in writing signed by you and by each Commitment Party that is party to the affected document.

(f)                                   This Commitment Letter amends, restates and supersedes in its entirety the Commitment Letter dated as of July 11, 2014, by and among you, Bank of America and MLPFS.

12.                               ACCEPTANCE/EXPIRATION OF COMMITMENTS.  This Commitment Letter and all commitments and undertakings of the Commitment Parties hereunder will expire at 7:00 p.m. (New York City time) on August 2, 2014 unless you execute this Commitment Letter and the Arranger Fee Letter and return them to us prior to that time (which may be by facsimile transmission or .pdf; it being understood that the Agent Fee Letter dated July 11, 2014 and previously executed and delivered by the parties thereto shall remain in full force and effect in connection with this amendment and restatement), whereupon this Commitment Letter (including the Summary of Terms) and the Fee Letters (each of which may be signed in one or more counterparts) shall become (or, in the case of the Agent Fee letter, continue to be) binding agreements.  Thereafter, unless the Closing Date shall have occurred, all commitments and undertakings of the Commitment Parties hereunder will expire on the earliest of (i) April 11, 2015 (provided that such date shall be extended to match the Outside Date (as defined in the Acquisition Agreement as in effect on July 11, 2014 (without giving effect to any amendment to, or waiver of, such Outside Date) if such Outside Date is extended to a date not beyond July 11, 2015, in accordance with Section 7.1(b)(i) of the Acquisition Agreement (as in effect on July 11, 2014 (without giving effect to any amendment to, or waiver of, such section)), (ii) the closing of the Acquisition without the use of the Senior Credit Facilities, (iii) the date you announce, or inform in writing any Commitment Party, that the Acquisition, is not proceeding and (iv) the date the Acquisition Agreement terminates by its terms without the consummation of the Acquisition.

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We are pleased to have the opportunity to work with you in connection with this important financing.

Signature Pages

AECOM Technology Corporation (2014)

Amended & Restated Commitment Letter

Signature Pages

AECOM Technology Corporation (2014)

Amended & Restated Commitment Letter

Signature Pages

AECOM Technology Corporation (2014)

Amended & Restated Commitment Letter

Signature Pages

AECOM Technology Corporation (2014)

Amended & Restated Commitment Letter

ACCEPTED AND AGREED TO

AS OF THE DATE FIRST ABOVE WRITTEN:

AECOM TECHNOLOGY CORPORATION

Signature Pages

AECOM Technology Corporation (2014)

Amended & Restated Commitment Letter

SCHEDULE I

(to Commitment Letter)

Initial Lenders, Lead Arrangers and Additional Agents

“Initial Lenders” means each of:

1.              Bank of America, N.A. (“Bank of America”)

2.              MUFG Union Bank, N.A.

3.              The Bank of Nova Scotia

4.              BNP Paribas

5.              JPMorgan Chase Bank, N.A.

6.              BBVA Compass

7.              Wells Fargo Bank, National Association

8.              Sumitomo Mitsui Banking Corporation

9.              Crédit Agricole Corporate and Investment Bank

10.       Morgan Stanley Senior Funding, Inc. (or its applicable lending affiliate, including Morgan Stanley Bank, N.A.)

11.       HSBC Bank USA, National Association

“Lead Arrangers” means each of:

1.              Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates, “MLPFS”)

2.              MUFG Union Bank, N.A.

3.              The Bank of Nova Scotia

4.              BNP Paribas Securities Corp.

5.              J.P. Morgan Securities LLC

“Additional Agents” means each of:

1.              BBVA Compass

2.              Wells Fargo Bank, National Association

3.              Sumitomo Mitsui Banking Corporation

4.              Crédit Agricole Corporate and Investment Bank

5.              Morgan Stanley Senior Funding, Inc.

6.              HSBC Securities (USA) Inc.

EXHIBIT A

(to Commitment Letter)

[SUMMARY OF TERMS AND CONDITIONS TO BE ATTACHED.]

EXHIBIT B

(to Commitment Letter)

COMMITMENTS OF INITIAL LENDERS(1)

(1)  Notwithstanding the commitments set forth on a per-facility basis in this Exhibit B, the sum of the final allocations of Bank of America to (x) the Backstop Facilities, (y) the Additional Term A Facility and (z) the Additional PLOC Facility, or any other form of the Senior Credit Facilities utilized to exercise such facilities (other than the Additional Term B Facility, but including giving effect to any Amendment), shall be greater than the final allocations thereto of any other Initial Lender; provided that for the avoidance of doubt, nothing in this footnote shall be interpreted to reduce the aggregate Commitments to the Senior Credit Facilities under the Commitment Letter, or of each Lender under this Exhibit B.

B-1

EXHIBIT B

(to Commitment Letter)

B-2

Execution Version

EXHIBIT A

SUMMARY OF TERMS AND CONDITIONS

PROJECT MOUNTAIN

$6,262.5 MILLION SENIOR CREDIT FACILITIES

Capitalized terms not otherwise defined herein have the same meanings

as specified therefor in the amended and restated commitment letter (the “Commitment Letter”) dated as

of August 2, 2014 to which this Summary of Terms and Conditions is attached.

Exhibit A-1

Exhibit A-2

Exhibit A-3

Exhibit A-4

Exhibit A-5

Exhibit A-6

Exhibit A-7

Exhibit A-8

Exhibit A-9

Exhibit A-10

Exhibit A-11

Exhibit A-12

Exhibit A-13

Exhibit A-14

Exhibit A-15

Exhibit A-16

Exhibit A-17

Exhibit A-18

Exhibit A-19

Exhibit A-20

Exhibit A-21

Exhibit A-22

Exhibit A-23

Exhibit A-24

Exhibit A-25

Exhibit A-26

Exhibit A-27

Exhibit A-28

Addendum I-1

Addendum I-2

Addendum I-3

Addendum I-4

Addendum II

CERTAIN DEFINED TERMS

“Consolidated EBITDA” means, with respect to any person for any period, the Consolidated Net Income of such person for such period

(a)                                 increased (without duplication) by the following to the extent deducted in calculating the Consolidated Net Income of such person for such period:

(i)                                     provision for taxes based on income or profits or capital (including, without limitation, state franchise, excise and similar taxes and foreign withholding taxes of such person) paid or accrued during such period, including any penalties and interest relating to any tax examinations, and (without duplication) net of any tax credits applied during such period (including tax credits applicable to taxes paid in earlier periods); plus

(ii)                                  Consolidated Interest Charges; plus

(iii)                               depreciation and amortization expense; plus

(iv)                              any expenses or charges (other than depreciation or amortization expense) related to any equity offering, Investment, acquisition, disposition or recapitalization permitted under the Facilities Documentation or the incurrence of indebtedness permitted to be incurred under the Facilities Documentation (including a refinancing thereof) (whether or not successful), including (A) such fees, expenses or charges related to the Transactions and any other credit facilities and (B) any amendment or other modification of the Facilities Documentation and any other credit facilities; plus

(v)                                 the amount of any restructuring charge or reserve or integration cost, including any one-time costs incurred in connection with the Transactions and acquisitions or divestitures after the Closing Date, in an aggregate amount not to exceed $150 million, such amount to increase (with carryforward of all unused amounts) by an additional $25 million on October 1, 2015 and each October 1st thereafter; 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 interests and equity income in non-wholly owned restricted subsidiaries; plus

(viii)                        any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; plus

Addendum II-1

(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

(xi)                              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

(xii)                           cost savings, expense reductions, operating improvements, integration savings and synergies, in each case, projected by the Borrower 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;

(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;

“Consolidated Interest Charges” means, for any person for any period, total interest expense of such person and its subsidiaries, on a consolidated basis, accrued in that period as shown in the profit and loss statement for that period, determined in accordance with GAAP, including commitment fees owed with respect to the unused portion of the Senior Credit Facilities, other fees under the Facilities Documentation, charges in respect of financial letters of credit and the portion of any capitalized lease obligations allocable to interest expense, but excluding (i) amortization, expensing or write-off of financing costs or debt discount or expense, (ii) amortization, expensing or write-off of capitalized private equity transaction costs, to the extent such costs are treated as interest under GAAP, and (iii) the portion of the upfront costs and expenses for swap contracts (to the extent included in interest expense) fairly allocated to such swap contracts as expenses for such period, less interest income on swap contracts for that period and swap contracts payments received.

“Consolidated Net Income” shall mean, for any person for any period of measurement, the consolidated net income (or net loss) of such person for such period, determined on a consolidated basis in accordance with GAAP; provided that in computing such amount for the Borrower and its subsidiaries, there shall be excluded extraordinary gains and extraordinary losses of such person for such period.

“Excess Cash Flow” means, for any fiscal year of the Borrower, the excess (if any) of (a) Consolidated EBITDA of the Borrower and its restricted subsidiaries for such fiscal year minus (b) the sum (for such fiscal year, without duplication) of (i) Consolidated Interest Charges actually paid in cash by the Borrower or any of its restricted subsidiaries, (ii) the aggregate amount of scheduled or (other than in respect of loans under the Senior Credit Facilities) voluntary principal payments or repayments of indebtedness made by the Borrower or any of its restricted subsidiaries during such fiscal year, but only to the extent that such payments or repayments by their terms cannot be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such indebtedness, (iii) capital

Addendum II-2

expenditures, Permitted Acquisitions and similar investments (including investments in joint ventures and minority investments, but excluding investments in cash and cash equivalents) actually made in cash by the Borrower and its restricted subsidiaries during such fiscal year, excluding (A) all capital expenditures, Permitted Acquisitions and similar investments to the extent funded with the proceeds of indebtedness (other than extensions of credit under revolving credit facilities) and (B) investments made utilizing the Cumulative Available Amount; (iv) all taxes actually paid in cash by the Borrower and its restricted subsidiaries, (v) all other items added to Consolidated Net Income in determining Consolidated EBITDA pursuant to clause (a)(iv) or clause (a)(v) of the definition thereof, to the extent paid in cash during such fiscal year, (vi) payments made in cash on earnout obligations by the Borrower and its restricted subsidiaries during such fiscal year, (vii) the difference (whether positive or negative) of the amount of net working capital at the end of such fiscal year over the amount thereto at the end of the previous fiscal year and (viii) all other non-cash items increasing Consolidated EBITDA for such fiscal year.

“Permitted Acquisition” means the non-hostile purchase or other acquisition of one or more related businesses so long as:

(a)                                 the person to be acquired becomes, or the assets to be acquired are acquired by, the Borrower or a restricted subsidiary of the Borrower;

(b)                                 no event of default under the Senior Credit Facilities exists either on the date the agreement governing such Permitted Acquisition is executed or on the date of consummation thereof (either before or after such consummation), provided that in the event such acquisition is being financed by an Incremental Facility and the Lenders providing such Incremental Facility agree, such condition may be limited on the date of consummation (but not the date of execution) to the absence of a payment or bankruptcy event of default under the Senior Credit Facilities;

(c)                                  after giving effect to such acquisition, the Consolidated Leverage Ratio (determined as of the most recently completed relevant period after giving pro forma effect to such Permitted Acquisition, any adjustments to adjusted EBITDA made in connection therewith and any indebtedness (including any extensions of credit under the Senior Credit Facilities) incurred in connection therewith) shall be at least 0.25x lower than the then-applicable Consolidated Leverage Ratio covenant level;

(d)                                 without limitation of (c) above, after giving effect to such acquisition, the Borrower is in compliance with the other Financial Covenants (determined as of the most recently completed relevant period after giving pro forma effect to such Permitted Acquisition, any adjustments to adjusted EBITDA made in connection therewith and any indebtedness (including any extensions of credit under the Senior Credit Facilities) incurred in connection therewith); and

(e)                                  the Administrative Agent shall have received a certificate certifying that all the requirements set forth in this definition have been satisfied with respect to such purchase or other acquisition, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in clauses (c) and (d) above.

Pro Forma Compliance:

In connection with the foregoing definitions, for purposes of calculating the Financial Covenants, certain specified transactions to be agreed (including Permitted Acquisitions and material dispositions), along with the incurrence or repayment of any indebtedness in connection therewith, that have been made (A) during the period in respect of which such calculations are required to be made or (B) subsequent to such

Addendum II-3

period and prior to or simultaneously with the event for which the calculation of any such ratio is to be made on a pro forma basis (solely with respect to determining pro forma compliance for such event, and not for other purposes (including pricing or the applicable percentage for Excess Cash Flow prepayments)), shall in each case be calculated on a pro forma basis assuming that all such transactions (and any increase or decrease in Consolidated EBITDA, and the component financial definitions used therein attributable to any such transaction) had occurred on the first day of period in respect of which such calculations are required to be made.  If since the beginning of any applicable period any person that subsequently became a restricted subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its restricted subsidiaries since the beginning of such period shall have made any specified transaction that would have required adjustment pursuant to this paragraph, then the definitions used in the Financial Covenants shall be calculated to give pro forma effect thereto as well, in accordance with this paragraph.  Other uses and calculations on a pro forma basis shall be agreed in the Facilities Documentation.

Addendum II-4

SCHEDULE I

(to Summary of Terms and Conditions)

Conditions Schedule

Capitalized terms used but not otherwise defined herein shall have the meaning given thereto in the amended and restated commitment letter dated as of August 2, 2014 by and among the Borrower and the Commitment Parties party thereto (the “Commitment Letter”), or in the Summary of Terms and Conditions attached to the Commitment Letter as Exhibit A (to which this Schedule I is attached, including Addendums I and II thereto).

Closing Conditions

The closing of the Senior Credit Facilities and the initial extension of credit under the Senior Credit Facilities will be subject to satisfaction or waiver of the following conditions precedent (which shall be satisfied or waived prior to or substantially concurrently with the other Transactions:

1.              Subject in each case to the applicable provisions of the Limited Conditionality Provision:

a.              the execution and delivery of the Facilities Documentation with respect to the Senior Credit Facilities (including, if applicable, any Amendment to the Existing Credit Facilities) incorporating the terms and conditions outlined in the Commitment Letter (including the Summary of Terms);

b.              all documents and instruments required to create and perfect a valid security interest of the Administrative Agent, for the benefit of the secured parties, in the Collateral (subject to permitted liens) shall have been executed and delivered and, if applicable, be in proper form for filing.

2.              The Administrative Agent or MLPFS, as applicable, shall have received:

a.              a customary borrowing notice and a customary executed funds flow statement with respect to all loans to be advanced and other transactions to occur on the Closing Date;

b.              such customary corporate resolutions and certificates (including officer’s certificates with customary attachments, including organizational and operating documents, incumbencies and good standing certificates) relating to the Borrower and the Material Guarantors and reasonably satisfactory customary opinions of (i) counsel to the Borrower and the Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the Facilities Documentation) and (ii) appropriate local counsel;

c.               (1) audited consolidated balance sheets and related consolidated statements of income and cash flows of the Borrower and its subsidiaries for the last three fiscal years ended at least 90 days prior to the Closing Date, (2) audited consolidated balance sheets and related consolidated statements of income and cash flows of the Target and its subsidiaries for the last three fiscal years ended at least 90 days prior to the Closing Date, (3) unaudited consolidated balance sheets and related consolidated statements of income and cash flows of the Borrower and its subsidiaries for each fiscal quarter of the Borrower (other than the fourth fiscal quarter) ended after September 30, 2013 and at least 45 days prior to the Closing Date and (4) unaudited consolidated balance sheets and related consolidated statements of income and cash flows of the Target and its subsidiaries for each fiscal quarter of the Target (other than the fourth fiscal quarter) ended after December 31, 2013 and at least 45 days prior to the Closing Date;

Schedule I-1

d.              a pro forma consolidated balance sheet as of the end of the fiscal quarter ended March 31, 2014 and each ensuing fiscal quarter or year of the Borrower after July 11, 2014 (limited in the case of fiscal quarters to those ended at least 45 days prior to the Closing Date and in the case of fiscal years to those ended at least 90 days prior to the Closing Date) and related consolidated statements of income and cash flows of the Borrower and its subsidiaries for the prior twelve month period ending on the relevant fiscal quarter or year-end, after giving effect to all elements of the Transactions to be effected on or before the Closing Date, which such statements accurately present the pro forma financial position of the Borrower and its subsidiaries on a consolidated basis, provided that (i) the pro forma financial statements referenced herein shall, in the case of the fiscal quarter ending June 30, 2014, include adjustments applied in accordance with Regulation S-X of the Securities Act of 1933,  as amended, and (ii) any other pro forma financial statements referenced in this clause d. shall include adjustments customary for confidential information memoranda prepared in connection with financings of this type, and shall not be required to comply with Regulation S-X of the Securities Act of 1933, as amended; provided further that any purchase accounting adjustments set forth in the financial statements referenced in this clause d. may be preliminary in nature and be based only on estimates and allocations determined by the Borrower;

e.               the then most recent forecasts for the fiscal years ending September 30, 2014 through September 30, 2018 of the Borrower and its subsidiaries (giving effect to the Transactions) of balance sheets, income statements and cash flow statements on a quarterly basis through the end of the fiscal year ending September 30, 2015 and on an annual fiscal year basis thereafter;

f.                certification as to the solvency of the Borrower and its subsidiaries on a consolidated basis (after giving effect to the Transactions and the incurrence and repayment of indebtedness related thereto) from the chief financial officer of the Borrower, substantially in the form of Annex A to this Schedule I;

g.               at least three business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been requested of the Borrower not less than ten business days prior to the Closing Date; and

h.              payment of all fees required to be paid on the Closing Date pursuant to the Commitment Letter and the Fee Letters and reasonable and documented out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter (with respect to expenses, to the extent invoiced at least three business days (or such shorter period as the Borrower may agree) prior to the Closing Date).

3.              Since July 11, 2014 there shall not have occurred any event, change, circumstance, occurrence, effect or state of facts that, individually or in the aggregate, has had, or would reasonably be expected to have, a Target Material Adverse Effect with respect to the Target.  “Target Material Adverse Effect” means, with respect to any Person, any event, change, circumstance, occurrence, effect or state of facts that (A) is or would reasonably be expected to be materially adverse to the business, assets, liabilities, condition (financial or otherwise) or results of operations of such Person and its Subsidiaries, taken as a whole, or (B) materially impairs the ability of such Person to consummate, or prevents or materially delays, the Merger or any of the other transactions contemplated by the Acquisition Agreement or would reasonably be expected to do so; provided, however, that in the case of clause (A) only, Target Material Adverse Effect shall not include any event, change, circumstance, occurrence, effect or state of facts to the extent caused by or

Schedule I-2

resulting from one or more of (1) changes or conditions generally affecting the industries in which such Person (or its Subsidiaries) operates or the economy or the financial or securities markets or markets or regulatory conditions generally in the United States or any other jurisdiction in which such Person (or its Subsidiaries) operates, including interest rates or currency exchange rates, or changes therein, and including effects on such industries, economy or markets resulting from any regulatory and political conditions or developments in general, (2) changes in global or national political conditions, including the outbreak or escalation of war or acts of terrorism, (3) changes (or proposed changes) in Law or GAAP (or local equivalents in the applicable jurisdiction), (4) earthquakes, hurricanes, tsunamis, typhoons, lightning, hail storms, blizzards, tornadoes, droughts, floods, cyclones, arctic frosts, mudslides, wildfires and other natural disasters, weather conditions or acts of God, (5) the failure to meet any revenue, earnings or other projections, forecasts or predictions (provided that this exception shall not prevent or otherwise affect a determination that any events, changes, circumstances, occurrences, effects or states of facts underlying a failure described in this clause (5) has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Target Material Adverse Effect), (6) the announcement or pendency of the Acquisition Agreement, the Merger or any of the other transactions contemplated by the Acquisition Agreement, or (7) any action or non-action expressly required to be taken or not taken, as the case may be, by the parties to the Acquisition Agreement; provided, that, with respect to clauses (1), (2), (3) and (4), the impact of such event, change, circumstance, occurrence, effect or state of facts is not disproportionately adverse to such Person and its Subsidiaries, taken as a whole, relative to other participants in their industry (each capitalized term used in the definition of Target Material Adverse Effect (other than the defined terms Acquisition Agreement and Target Material Adverse Effect) has the meaning given to such term in the Acquisition Agreement referred to below as in effect on July 11, 2014).

4.              As of the Closing Date, after giving effect to the Transactions and all incurrences and repayments of indebtedness to occur prior to or substantially simultaneously with the occurrence of the Closing Date, the Borrower and its subsidiaries (including the Target and its subsidiaries) shall have no third-party debt for borrowed money outstanding other than:

a.              the Senior Credit Facilities (including, for the avoidance of doubt, any borrowing under the Existing Revolving Facility);

b.              the New Notes;

c.               the Existing Target Notes (to the extent not previously put and purchased by the Borrower or the Target pursuant to the Target Note Put Right);

d.              indebtedness of the Borrower and its subsidiaries outstanding on July 11, 2014 other than (i) to the extent replaced by the Senior Credit Facilities (including the Backstop Facilities), the Existing Credit Facilities, (ii) the 5.43% Senior Notes, Series A, of the Borrower due July 7, 2020 issued pursuant to the Note Purchase Agreement, dated as of June 28, 2010 and (iii) the 1.00% Senior Discount Notes, Series B, due July 7, 2022 issued pursuant to the Note Purchase Agreement, dated as of June 28, 2010, each of which shall have been paid in full and terminated prior to or substantially concurrently with the Closing Date;

e.               indebtedness of the Target and its subsidiaries outstanding on July 11, 2014 or permitted to be incurred or outstanding pursuant to the Acquisition Agreement as in effect on July 11, 2014 (without giving effect to any amendment to, or waiver of, the provisions therein relating to the incurrence of indebtedness unless consented to by the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)), other than indebtedness of the Target (and certain of its subsidiaries) under that certain Credit

Schedule I-3

Agreement dated as of October 19, 2011, which shall have been paid in full and terminated prior to or substantially concurrently with the Closing Date;

f.                accounts receivable financings and short-term financings existing as of July 11, 2014 or incurred hereafter in the ordinary course of business;

g.               financings of or related to AECOM Capital projects (including guarantees with respect thereto) consistent with the business plan of AECOM Capital in effect on July 11, 2014;

h.              other debt for borrowed money, including securitizations, real estate financings, capital leases and purchase money financings, in an aggregate principal amount outstanding not to exceed $125 million, or otherwise reasonably satisfactory to the Lead Arrangers; and