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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): April 19, 2024

AECOM

(Exact name of Registrant as specified in its charter)

Delaware	0-52423	61-1088522
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

13355 Noel Road
Dallas, Texas 75240		75240
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 788-1000

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):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		ACM		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Item 1.01

Entry into a Material Definitive Agreement.

On April 19, 2024 (the “Amendment Effective Date”), AECOM entered into that certain Amendment No. 14 to Syndicated Facility Agreement (the “Amendment”), by and among AECOM, the other borrowers and guarantors party thereto, the lenders party thereto (together with the Administrative Agent, the “Lenders”) and Bank of America, N.A. (the “Administrative Agent”) as administrative agent, swing line lender and an L/C issuer, amending that certain Syndicated Facility Agreement, dated as of October 17, 2014, by and among AECOM, the other borrowers (together with AECOM, the “Borrowers”) and guarantors from time to time party thereto, the lenders from time to time party thereto, and the Administrative Agent (as amended, restated, extended, supplemented or otherwise modified prior to the Amendment Effective Date, the “Existing Credit Agreement” and as amended by the Amendment, the “Credit Agreement”).

Pursuant to the Amendment, AECOM obtained a new $1.5 billion revolving credit facility (such revolving credit facility, the “Revolving Credit Facility”), a new term loan “A” facility in an aggregate principal amount of $750 million (the “Term Loan A Facility” and together with the Revolving Credit Facility, the “Pro Rata Facilities”) and a new term loan “B” facility in an aggregate principal amount of $700 million(the “Term Loan B Facility” and together with the Pro Rata Facilities, the “Amended Facilities”). The Revolving Credit Facility and the Term Loan A Facility mature on April 19, 2029. The Term Loan B Facility matures on April 19, 2031. The Term Loan A Facilities and Term Loan B Facilities were borrowed in full on the Amendment Effective Date U.S. dollars. Loans under the Revolving Credit Facility may be borrowed, and letters of credit thereunder may be issued, in U.S. dollars or in certain foreign currencies. These facilities replace in full the existing revolving credit facility and the term loan A and B facilities under the Existing Credit Agreement, and borrowings under the Amended Facilities were used on the Amendment Effective Date to refinance in full the credit facilities under the Existing Credit Agreement.

The Credit Agreement contains customary negative covenants that include, among other things, limitations or restrictions on the ability of AECOM and certain of its subsidiaries, subject to certain exceptions, to incur liens and debt, make investments, dispositions, and restricted payments, change the nature of their businesses, consummate mergers, consolidations and the sale of all or substantially all of their respective assets and transact with affiliates. AECOM is also required to maintain a consolidated leverage ratio of less than or equal to 4.00 to 1.00 (subject to certain adjustments in connection with permitted acquisitions), tested on a quarterly basis. The Credit Agreement contains customary affirmative covenants, including, among other things, compliance with applicable law, preservation of existence, maintenance of properties and of insurance, and keeping proper books and records. The Credit Agreement contains customary events of default, including, among other things, nonpayment of principal, interest or fees, cross-defaults to other debt, inaccuracies of representations and warranties, failure to perform covenants, events of bankruptcy and insolvency, change of control and unsatisfied judgments, subject in certain cases to notice and cure periods and other exceptions.

Borrowings under (a) the Revolving Credit Facility (in U.S. dollars) and the Term Loan A Facility will bear interest at a rate per annum equal to, at AECOM’s option, (i) a Term SOFR rate (with a 0% floor and a SOFR adjustment of 0.10%) or (ii) a base rate (with a 0% floor), in each case, plus an applicable margin of 1.25% in the case of the Term SOFR rate and 0.25% in the case of the base rate; and (b) the Revolving Credit Facility in currencies other than U.S. dollars will bear interest at a rate per annum equal to the applicable reference rate for such currency (including any related adjustments), plus an applicable margin of 1.25%. The applicable margin is subject, in each case, to adjustment based on AECOM’s consolidated leverage ratio from time to time. The applicable margin under the Pro Rata Facilities will be subject to adjustment by up to 0.025%, depending on AECOM’s achievement of certain pre-set thresholds relating to its CO2 emissions.

Borrowings under the Term Loan B Facility will bear interest at a rate per annum equal to, at AECOM’s option, (a) a Term SOFR rate (with a 0% floor and a SOFR adjustment of 0%) or (b) a base rate (with a 0% floor), in each case, plus an applicable margin of 1.875% in the case of the Term SOFR rate and 0.875% in the case of the base rate.

Certain subsidiaries of AECOM (the “Guarantors”) have guaranteed the obligations of the Borrowers under the Credit Agreement, and the Borrowers’ obligations under the Credit Agreement are secured by a lien on substantially all of the assets of AECOM and the Guarantors, subject to certain exceptions.

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

Item 2.03

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

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

10.1	Amendment No. 14 to Syndicated Facility Agreement, dated as of April 19, 2024, by and among AECOM, the other Borrowers and Guarantors party thereto, the Lenders party thereto and Bank of America, N.A. as Administrative Agent, Swing Line Lender and an L/C Issuer

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	AECOM

Dated: April 25, 2024	By:	/s/ David Y. Gan
		David Y. Gan
		Executive Vice President, Chief Legal Officer

Exhibit 10.1

Execution Version

AMENDMENT No. 14 TO SYNDICATED FACILITY AGREEMENT

This AMENDMENT NO. 14 TO SYNDICATED FACILITY AGREEMENT (this “Amendment”), dated as of April 19, 2024, is entered into by and among AECOM (formerly known as AECOM Technology Corporation), a Delaware corporation (the “Company”), each Borrower and Guarantor (each as defined in the Credit Agreement (defined below)), each financial institution party hereto as an “Amended Facilities Lender” (including in its capacity as an L/C Issuer (as defined in the Credit Agreement) to the extent applicable to such Amended Facilities Lender), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer.

RECITALS

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

WHEREAS, pursuant to Section 2.19 of the Existing Credit Agreement, the Company has requested to obtain, on the Amendment No. 14 Effective Date (as defined below), Permitted Credit Agreement Refinancing Indebtedness in respect of each of the Revolving Credit Commitments, the Term A US Facility and the Term B Facility (in each case as defined in the Existing Credit Agreement) on substantially the same terms as set forth in the Existing Credit Agreement and in the same aggregate principal amount as in the Existing Credit Agreement, to replace such Revolving Credit Commitments, the Term A US Facility and the Term B Facility in full (such Permitted Credit Agreement Refinancing Indebtedness, the “Amendment Refinancing Indebtedness”, and the incurrence of such Permitted Credit Agreement Refinancing Indebtedness and such replacement, the “Facilities Refinancing”);

WHEREAS, the Amended Facilities Lenders have agreed to provide such Permitted Credit Agreement Refinancing Indebtedness in accordance with the terms hereof and Section 2.19 of the Existing Credit Agreement;

WHEREAS, each of the Amended Facilities Lenders, the Administrative Agent and each other Loan Party has agreed, effective immediately after the consummation of the Facilities Refinancing, to amend and restate the Existing Credit Agreement and amend the Security and Pledge Agreement in the manner described herein (the incurrence of the Amended Credit Facilities (as defined below), the Facilities Refinancing and the amendments to the Existing Credit Agreement and the Security and Pledge Agreement set forth herein, and all related transactions, are referred to collectively as the “Transactions”), including that:

(a)

the Aggregate Revolving Credit Commitments will amended to be increased to an aggregate principal amount of $1,500,000,000, and will be made available to the Company and to the Designated Borrowers (as defined in, and to the extent set forth in, the Credit Agreement);

(b)

the existing Term A US Facility (as defined in the Existing Credit Agreement, the “Existing Term A US Facility”) will be amended to be an amended Term A US Facility (as defined in the Credit Agreement, and referred to herein as the “Amended Term A US Facility”) in an aggregate principal amount of $750,000,000, to be made available to the Company as an amendment to, and replacement of, the Existing Term A US Facility on the Amendment No. 14 Effective Date, in accordance with the terms set forth in the Credit Agreement;

(c)

the existing Term B Facility (as defined in the Existing Credit Agreement, the “Existing Term B Facility” and together with the Revolving Credit Facility under the Existing Credit Agreement and the Existing Term A US Facility, the “Existing Credit Facilities”) will be amended to be an amended Term B Facility (as defined in the Credit Agreement, and referred to herein as the “Amended Term B Facility” and together with the Revolving Credit Facility under the Credit Agreement and the Amended Term A US Facility, the “Amended Credit Facilities”) in an aggregate principal amount of $700,000,000, to be made available to the Company as an amendment to, and replacement of, the Existing Term B Facility on the Amendment No. 14 Effective Date, in accordance with the terms set forth in the Credit Agreement;

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

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

2.             Amendments to Credit Agreement, Exhibits and Schedules. Subject to the terms and conditions hereof and with effect from and after the Amendment No. 14 Effective Date (immediately after giving effect to the Facilities Refinancing):

(a)           the Existing Credit Agreement (including all Schedules and Exhibits thereto) is hereby amended in its entirety to read as set forth on Annex I hereto; and

(b)           Clause (f) of the definition of “Excluded Perfection Action” in the Security and Pledge Agreement shall be amended to add, at the end thereof, the words “or of the Credit Agreement (including pursuant to the proviso of the definition of “Collateral and Guarantee Requirement” therein)”.

3.             Facilities Refinancing and Waiver.

(a)           Notwithstanding anything to the contrary in the Existing Credit Agreement or this Amendment, each party hereto agrees that on the Amendment No. 14 Effective Date, immediately prior to the effectiveness of the amendments set forth in Section 2 of this Amendment, and as part of the Facilities Refinancing:

(i)            the loans and commitments under the Amendment Refinancing Indebtedness shall be issued, incurred or otherwise obtained (including by means of the extension, renewal and/or cashless settlement of existing Loans and unused existing Revolving Credit Commitments, in each case, outstanding under the Existing Credit Agreement) in exchange for, and/or to extend, renew, replace, repurchase and/or refinance, in whole or part, as applicable, all existing Loans and unused existing Revolving Credit Commitments outstanding under the Existing Credit Agreement, as applicable, on a ratable basis to the ultimate allocation of loans and commitments under the Facilities as set forth on Schedule 2.01 attached to the Credit Agreement attached as Annex I hereto, and as described in the amended Credit Agreement attached as Annex I hereto;

(ii)           that in order to effect the Facilities Refinancing, the requisite reallocations, assignments, payments, prepayments and/or cashless settlements shall be deemed to be made in such amounts among the Amended Facilities Lenders (with any Existing Lenders that are not Amended Facilities Lenders (such Existing Lenders, the “Departing Lenders”) being paid in full and their applicable Commitments terminated such that each Departing Lender shall be released from its Commitments under the Credit Agreement and shall cease to be a party thereto), and from each Amended Facilities Lender to each other Amended Facilities Lender, with the same force and effect (to the extent applicable) as if such assignments were evidenced by applicable Assignment and Assumptions under the Existing Credit Agreement or otherwise; and

(iii)            the Administrative Agent shall make adjustments to the Register to effectuate and evidence the Facilities Refinancing and, immediately thereafter, the Amended Credit Facilities, and such reallocations, assignments, payments, prepayments and cashless settlements.

(b)           Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or this Amendment, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with the Facilities Refinancing (all of which requirements are hereby waived by each of the parties hereto). On the Amendment No. 14 Effective Date, in order to effect the Facilities Refinancing and, immediately thereafter, the Amended Credit Facilities, the Amended Facilities Lenders shall (to the extent applicable) make full cash settlement (or, as applicable, through cashless settlement) with each other either directly or through the Administrative Agent (including in the form of non-pro rata funding by any Amended Facilities Lender that has increased its Commitment and/or Loans after giving effect to the Facilities Adjustments and the Amended Credit Facilities, including, without limitation, in an aggregate amount equal to the outstanding Loans of the Departing Lenders), each of the Departing Lenders shall be paid in full (including principal, interest, fees and any other amounts owed pursuant to the Existing Credit Agreement) and shall be released from its Commitments under the Credit Agreement and shall cease to be a party thereto, and the Administrative Agent may make such adjustments between and among the applicable Lenders and the Company (including through funding notices, repayment notices and cashless roll mechanics) as are reasonably necessary to effectuate the Facilities Refinancing and, immediately thereafter, the Amended Credit Facilities, in each case as the Administrative Agent may direct or approve, with respect to all assignments, reallocations, payments, prepayments, cashless rolls and other changes in Commitments and Loans under the Amended Credit Facilities, so that (i) the outstanding Loans, Commitments and Applicable Percentages under the Amended Credit Facilities are as set forth on the revised Schedule 2.01 attached to the Credit Agreement attached as Annex I hereto, (ii) the Departing Lenders are paid in full and their applicable Commitments are terminated such that each Departing Lender shall be released from its Commitments under the Existing Credit Agreement and shall cease to be a party thereto, as of the Amendment No. 14 Effective Date immediately prior to the amendments set forth in Section 2 of this Amendment and (iii) the Company receives from the Administrative Agent (on behalf of the Amended Facility Lenders) the net cash proceeds from the Transactions. As of the Amendment No. 14 Effective Date, the Loans (as defined in the Credit Agreement) incurred on the Amendment No. 14 Effective Date in connection with the Facilities Refinancing, the Amended Credit Facilities and this Amendment (the “New Term SOFR Loans”) shall be Term SOFR Loans (as defined in the Credit Agreement) with Interest Periods co-terminus with the Interest Periods with respect to the Term SOFR Loans (as defined in the Existing Credit Agreement) under the Term A US Facility (as defined in the Existing Credit Agreement) and Term B Facility (as defined in the Existing Credit Agreement) that were outstanding immediately prior to the Amendment No. 14 Effective Date (the “Old Term SOFR Loans”).

(c)           Notwithstanding anything to the contrary in the Existing Credit Agreement or this Amendment, each Amended Facilities Lender party hereto agrees (i) that the Facilities Refinancing provided by this Amendment shall each be effective upon the Amendment No. 14 Effective Date immediately prior to the effectiveness of the amendments set forth in Section 2 above and (ii) that the conditions to effectiveness of the Amended Credit Facilities, the Facilities Refinancing and the amendments set forth in Section 2 above are limited to the conditions to the effectiveness of this Amendment on the Amendment No. 14 Effective Date as set forth below.

(d)           Letters of Credit outstanding under the Existing Credit Agreement shall continue to be outstanding under, and subject to the terms and conditions (including participation by the applicable Amended Facilities Lenders with commitments to the amended Revolving Credit Facility) applicable to Letters of Credit under the Credit Agreement after giving effect to this Amendment.

(e)           Notwithstanding anything to the contrary in the Existing Credit Agreement or this Amendment, the Amended Facilities Lenders hereby waive (solely with respect to themselves and not, for the avoidance of doubt, with respect to any Departing Lenders) their right to receive any compensation pursuant to Section 3.05 of the Existing Credit Agreement or the Credit Agreement as a result of or in connection with the Amended Credit Facilities, the Facilities Refinancing and/or this Amendment.

(f)            Notwithstanding anything to the contrary in the Existing Credit Agreement or this Amendment, any Existing Lender that is an Amended Facilities Lender may exchange, continue or rollover all of the portion of its existing Loans under the Existing Credit Agreement in connection with the Amended Credit Facilities and the Facility Refinancing pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent, and such Existing Lender.

4.             Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative Agent and the Amended Facilities Lenders, as of the date hereof, as follows:

(a)           the execution, delivery and performance by such Loan Party of this Amendment have been duly authorized by all necessary corporate or other organizational action and does not and will not (i) contravene the terms of any of such Loan Party’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation to which the Company or any other Loan Party is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Company or any other Loan Party or its property is subject; or (iii) violate any Law, except, in the cases of clause (ii) and (iii) as could not reasonably be expected to have a Material Adverse Effect;

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

(c)           the Credit Agreement and the other Loan Documents, after giving effect to this Amendment, constitute legal, valid and binding obligations of the Company and each of the other Loan Parties, in each case, to the extent party thereto, enforceable against the Company and each such other Loan Party to the extent party thereto in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(d)           the representations and warranties of each Loan Party contained in Article V of the Credit Agreement and each other Loan Document are true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects) on and as of the Amendment No. 14 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects) as of such earlier date, and except that for purposes of this clause (d), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Existing Credit Agreement, respectively;

(e)           no Default exists either before (including under the Existing Credit Agreement) or after the effectiveness of this Amendment on the Amendment No. 14 Effective Date.

5.             Effective Date.

(a)           This Amendment will become effective on the date (the “Amendment No. 14 Effective Date”) on which the following conditions precedent are satisfied:

(i)           the Administrative Agent shall have received each of the following:

(A)         counterparts of this Amendment duly executed and delivered by (1) each Loan Party, (2) the Administrative Agent, (3) each Amended Facilities Lender, (4) each L/C Issuer and (5) each Swing Line Lender;

(B)          customary certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of each Loan Party in connection with this Amendment;

(C)          customary documents and certifications to evidence that each Loan Party is duly organized or formed (or confirmation that there have been no changes to any organizational document since (i) the closing of the Existing Credit Agreement, (ii) such organizational document was most recently delivered to the Administrative Agent on the date of any prior amendment thereto or (iii) the Company previously certified to the Administrative Agent that there have been no changes to such organizational document ), and that the Company, each Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of organization (which may be bring-down certificates with respect to such matters delivered at the closing of the Existing Credit Agreement or in connection with any prior amendment thereto);

(D)          a certificate of the Company executed by its chief financial officer, treasurer or assistant treasurer certifying that as of the Amendment No. 14 Effective Date (after giving effect to the closing of this Amendment and the effectiveness thereof, including the incurrence of Indebtedness under the Credit Agreement, if any, as of the Amendment No. 14 Effective Date, the use of proceeds of the Amended Credit Facilities and the other Transactions), (1) the accuracy of the representations and warranties in Section 4(d) of this Amendment, (2) no Default or Event of Default shall have occurred and be continuing as of, or would result from the occurrence of, the Amendment No. 14 Effective Date, (3) the Company is in pro forma compliance with the financial covenant set forth in Section 7.11 of the Credit Agreement as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 of the Existing Credit Agreement and (4) the Company and its Subsidiaries, on a consolidated basis, are Solvent;

(E)           customary opinions of counsel to certain Loan Parties (which shall cover authority, legality, validity, binding effect and enforceability of the Amendment and the Credit Agreement after giving effect to this Amendment, and customary opinions with respect to liens and collateral), which shall be addressed to the Amended Facilities Lenders on the Amendment No. 14 Effective Date and expressly permit reliance by successors and permitted assignees of the Amended Facilities Lenders to the extent set forth therein and subject to customary qualifications and exceptions (it being understood that the scope of jurisdictions in respect of which opinions will be required will be agreed in good faith after giving due consideration to the value of the Loan Parties organized in the relevant jurisdictions);

(F)           satisfactory evidence that the Administrative Agent (on behalf of the Amended Facilities Lenders) shall have, or continue to have, a valid and perfected first priority (subject to exceptions set forth in the Loan Documents) lien and security interest in the Collateral after giving effect to this Amendment;

(G)          a Note executed by the Company in favor of each Amended Facilities Lender requesting a Note with respect to the applicable Facility, to the extent that such Amended Facilities Lender requested such Note at least three Business Days prior to the Amendment No. 14 Effective Date (but without prejudice to the right of any Amended Facilities Lender to otherwise request a Note under Section 2.11(a) of the Credit Agreement); and

(H)          at least three (3) days prior to the Amendment No. 14 Effective Date, (i) the documentation and other information with respect to each Loan Party that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, or by an Amended Facilities Lender’s internal policies and (ii) if any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), the Company shall cause such Borrower to deliver a certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to such Borrower (and which shall set forth any beneficial ownership of 10% or more), in each case, to the extent such documentation and other information was reasonably requested by any Amended Facilities Lender in writing to the Company at least ten (10) days prior to the Amendment No. 14 Effective Date; and

(I)            to the extent necessary, a duly executed Loan Notice (with respect to a new Borrowing or continuation or conversion of an existing Borrowing, as applicable); and

(ii)           there shall not have occurred since September 30, 2023 any event or condition that has had or would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect (as defined in the Credit Agreement);

(iii)          substantially simultaneously with the Facilities Refinancing, all accrued interest, fees (including Commitment Fees), premiums and other amounts with respect to Loans or Commitments outstanding under the Existing Credit Agreement held by Lenders (prior to giving effect to this Amendment) shall have been paid in full (subject to the Administrative Agent and the Company agreeing to the continuation thereof, the cashless roll thereof, the accrual thereof and/or the payment at a later date pursuant to the Credit Agreement);

(iv)          without duplication of any amounts provided for in clause (iii) above, substantially simultaneously with the Facilities Refinancing, each Departing Lender shall have received payment of (x) all principal, interest, fees and other amounts of or with respect to the Loans owing thereto prior to giving effect to this Amendment, and (y) any additional amounts required pursuant to Section 3.05 of the Existing Credit Agreement with respect to such repayments; and

(v)           all of the following shall have been paid to the extent that the Company has received an invoice therefor at least three Business Days (or such shorter period as the Company may agree) prior to the Amendment No. 14 Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced): (x) accrued reasonable and documented costs and expenses of BofA Securities and the Administrative Agent (including the reasonable and documented fees, disbursements and other out-of-pocket charges of counsel for the Administrative Agent), to the extent required to be paid pursuant to Section 10.04(a) of the Credit Agreement and (y) fees payable to any Lender (including in its capacity as an arranger with respect to the Commitments) pursuant to (A) the arranger fee letter agreement, dated March 12, 2024, among the Company, the Administrative Agent and BofA Securities, (C) the agent fee letter agreement, dated March 12, 2024, among the Company, the Administrative Agent and BofA Securities or (D) any other letter agreement or fee letter between the Company and any Amended Facilities Lender with respect to the payment of fees in connection with the closing of this Amendment and the provision of the Amended Credit Facilities.

(b)           For purposes of determining compliance with the conditions specified in Section 5(a), each Amended Facilities Lender that has executed this Amendment and delivered it to the Administrative Agent shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required under Section 5(a) to be consented to or approved by or acceptable or satisfactory to an Amended Facilities Lender unless the Administrative Agent shall have received notice from such Amended Facilities Lender prior to this Amendment being deemed effective by the Administrative Agent on the Amendment No. 14 Effective Date specifying its objection thereto.

(c)           From and after the Amendment No. 14 Effective Date, the Credit Agreement (including all schedules and exhibits thereto) is amended as set forth herein.

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

(e)           The Administrative Agent will promptly notify the Company and the Lenders of the occurrence of the Amendment No. 14 Effective Date.

6.             Collateral and Guaranty Release.

(a)           On the Amendment No. 14 Effective Date, without further action by the Administrative Agent or any of the other Secured Parties, the Administrative Agent hereby automatically and irrevocably (i) terminates, discharges, relinquishes and releases any and all Liens, Mortgages and/or security interests (if any) with respect to (1) Equity Interests in the Company’s Unrestricted Subsidiaries, (2) any fee-owned real property or leasehold interests of the Company or any of its Subsidiaries (including the Mortgaged Property and Trust Property (as defined in the Existing Credit Agreement)), (3) any other Excluded Assets (as defined in the Credit Agreement) and (4) any and all assets or property of the Released Guarantors (clauses (1), (2), (3) and (4) together, the “Released Collateral”), (ii) restores all right, title and interest of the Loan Parties in and to the Released Collateral and (iii) discharges and releases the following Guarantors from all obligations under the Existing Credit Agreement from their obligations under the Guaranty and all of the other Loan Documents: AECOM C&E, Inc., AECOM Great Lakes, Inc., AECOM International Projects, Inc., AECOM International, Inc., AECOM Services, Inc., AECOM USA, Inc., Aman Environmental Construction, Inc., B.P. Barber & Associates, Inc., Cleveland Wrecking Company, E.C. Driver & Associates, Inc., EDAW, Inc., Forerunner Corporation, Hunt Construction Group, Inc., The Hunt Corporation, URS Alaska, LLC, URS Construction Services, Inc., URS Corporation, URS Corporation – New York, URS Corporation – North Carolina, URS Corporation – Ohio, URS Corporation Southern, URS Group, Inc., URS Operating Services, Inc. and URS Resources, LLC (clauses (i), (ii) and (iii) together, the “Release” and the Guarantors described in clause (iii), the “Released Guarantors”); provided that that it is understood and agreed that nothing contained herein shall extinguish or impair the Obligations under the Credit Agreement owed by the Company or any other Loan Party nor extinguish or impair the Guaranty, the Liens on or other security interests in the Collateral (other than with respect to the Released Collateral and Released Guarantors).

(b)           The Administrative Agent further agrees, at the Company’s expense, to promptly (i) deliver to the Company (or its designee, including Wachtell, Lipton, Rosen & Katz) any Released Collateral in its possession previously delivered to it by the Loan Parties and (ii) execute, deliver, record or file any other documents (including lien releases, Uniform Commercial Code termination statements, intellectual property security releases, mortgage releases and reconveyancing documents) as are reasonably necessary or appropriate from time to time to evidence and effectuate the Release and (iii) take all such other actions as are reasonably necessary or appropriate from time to time to evidence and effectuate the Release. The Administrative Agent further authorizes its counsel, the Company, the Company’s counsel or any designee to make any other filings as are reasonably necessary to evidence and effectuate the Release.

7.             No Novation; Reaffirmation. Neither the execution and delivery of this Amendment nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Loan Documents or any obligations thereunder. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment (including, without limitation, the amended Credit Agreement attached hereto as Annex I), (b) confirms and reaffirms all of its respective obligations under the Loan Documents (as amended by the Amendment), including (with respect to each Guarantor) its Guarantee under the Guaranty (all as defined in the Credit Agreement), (c) confirms and reaffirms that each of the Liens granted by it in or pursuant to the Loan Documents are valid and existing as security for the payment and performance of the Obligations of such Loan Party outstanding on the Amendment No. 14 Effective Date immediately prior to and immediately after the effectiveness of the amendments provided by this Amendment, and (d) agrees that this Amendment and all documents executed in connection herewith (i) do not operate to reduce or discharge any Loan Party’s obligations under the Loan Documents (after giving effect to the adjustments set forth in Section 3 of this Amendment) and (ii) in no manner impair, constitute a novation of or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.

8.             Miscellaneous.

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

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

(c)           THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THIS AMENDMENT IS FURTHER SUBJECT TO THE PROVISIONS OF SECTIONS 10.14 AND 10.15 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, JURISDICTION, VENUE, SERVICE OF PROCESS AND WAIVER OF RIGHT TO TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.

(d)           This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5, this Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties required to be a party hereto. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means or otherwise as provided in Section 10.17 of the Credit Agreement shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment may not be amended except in accordance with the provisions of Section 10.01 of the Credit Agreement.

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

(f)            The Company agrees to pay in accordance with Section 10.04 of the Credit Agreement all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder, including, subject to the limitations set forth in Section 10.04 of the Credit Agreement, the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

[Signature Pages Follow.]

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

	COMPANY:

	AECOM

	By:	/s/ Morgan Jones
	Name:	Morgan Jones
	Title:	Vice President, Treasury

AECOM

Signature Page