AECOM

Current report (Form 8-K) · Jun 11, 2026 · Multiple disclosures including restructuring or layoffs and leadership change

Ticker

ACM

Documents

Primary topic

Restructuring or layoffs

Filed

Jun 11, 2026

Overview Analysis Documents(7)Full text Exhibits(1)

Type

EX-10.1

File

tm2617534d1_ex10-1.htm

Document text
EX-10.1 · tm2617534d1_ex10-1.htm EX-10.1 2 tm2617534d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version Published CUSIP Number: 00783SAA9 Revolving Loan Facility CUSIP Number: 00783SAB7    CREDIT AGREEMENT Dated as of June 10, 2026 among AECOM and CERTAIN SUBSIDIARIES OF AECOM, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, And The Other Lenders Party Hereto JPMORGAN CHASE BANK, N.A., BNP PARIBAS SECURITIES CORP., and TRUIST BANK, as Co-Syndication Agents CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, PNC CAPITAL MARKETS LLC, and HSBC SECURITIES (USA) INC., as Joint Lead Arrangers and Co-Documentation Agents BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., BNP PARIBAS SECURITIES CORP., and TRUIST SECURITIES, INC. , as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 43 1.02 Other Interpretive Provisions 43 1.03 Accounting Terms 43 1.04 Rounding 45 1.05 Currency Equivalents Generally 45 1.06 [Reserved] 45 1.07 [Reserved] 45 1.08 Times of Day; Timing of Payment and Performance 45 1.09 [Reserved] 45 1.10 Guaranteed Amounts 45 1.11 Limited Condition Transactions and Other Calculations 46 1.12 Interest Rates 48 ARTICLE II the COMMITMENTS and Credit Extensions 50 2.01 The Loans 50 2.02 Borrowings, Conversions and Continuations of Loans 51 2.03 [Reserved] 52 2.04 Swing Line Loans 52 2.05 Prepayments 55 2.06 Termination or Reduction of Commitments 56 2.07 Repayment of Loans 56 2.08 Interest 56 2.09 Fees 57 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate 58 2.11 Evidence of Debt 58 2.12 Payments Generally; Administrative Agent’s Clawback 59 2.13 Sharing of Payments by Lenders 60 2.14 Designation of Unrestricted and Restricted Subsidiaries 61 2.15 Designated Borrowers 62 2.17 Cash Collateral 63 2.18 Defaulting Lenders 64 i ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY 66 3.01 Taxes 66 3.02 Illegality 70 3.03 Inability to Determine Rates 71 3.04 Increased Costs 73 3.05 Compensation for Losses 74 3.06 Mitigation Obligations; Replacement of Lenders 74 3.07 Survival 75 ARTICLE IV CONDITIONS PRECEDENT TO Credit Extensions 75 4.01 Conditions of Initial Credit Extension 75 4.02 Conditions to All Credit Extensions 76 ARTICLE V REPRESENTATIONS AND WARRANTIES 77 5.01 Existence, Qualification and Power 77 5.02 Authorization; No Contravention 77 5.03 Governmental Authorization; Other Consents 77 5.04 Binding Effect 78 5.05 Financial Statements; No Material Adverse Effect 78 5.06 Litigation 78 5.07 No Default 79 5.08 Ownership of Property; Liens 79 5.09 Environmental Compliance 79 5.10 Insurance 79 5.11 Taxes 79 5.12 ERISA Compliance 79 5.13 Subsidiaries; Equity Interests; Loan Parties 80 5.14 Margin Regulations; Investment Company Act 80 5.15 Disclosure 80 5.16 Compliance with Laws 81 5.17 Intellectual Property; Licenses, Etc 81 5.18 Solvency 81 5.19 Sanctions 81 5.20 Anti-Corruption Laws 81 5.21 Collateral Documents 81 5.22 Affected Financial Institutions 81 5.23 Beneficial Ownership 81 5.24 Covered Entities 82 ii ARTICLE VI AFFIRMATIVE COVENANTS 82 6.01 Financial Statements 82 6.02 Certificates; Other Information 83 6.03 Notices 85 6.04 Payment of Obligations 85 6.05 Preservation of Existence, Etc 85 6.06 Maintenance of Properties 86 6.07 Maintenance of Insurance 86 6.08 Compliance with Laws 86 6.09 Books and Records 86 6.10 Inspection Rights 86 6.11 Use of Proceeds 87 6.12 Collateral and Guarantee Requirement; Collateral Information 87 6.13 Compliance with Environmental Laws 88 6.14 Further Assurances 88 6.15 [Reserved.] 88 6.16 FCPA; Sanctions 88 6.17 Post-Closing Requirements 88 ARTICLE VII NEGATIVE COVENANTS 89 7.01 Liens 89 7.02 Indebtedness 91 7.03 Investments 95 7.04 Fundamental Changes 97 7.05 Dispositions 98 7.06 Restricted Payments 100 7.07 Change in Nature of Business 102 7.08 Transactions with Affiliates 102 7.09 Burdensome Agreements 103 7.10 Use of Proceeds 103 7.11 Financial Covenant 103 7.12 Sanctions 104 7.13 Changes in Fiscal Year 104 7.14 Anti-Corruption Laws 104 iii ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES 104 8.01 Events of Default 104 8.02 Remedies upon Event of Default 106 8.03 Application of Funds 106 ARTICLE IX ADMINISTRATIVE AGENT 108 9.01 Appointment and Authority 108 9.02 Rights as a Lender 108 9.03 Exculpatory Provisions 108 9.04 Reliance by Administrative Agent 109 9.05 Delegation of Duties 110 9.06 Resignation of Administrative Agent 110 9.07 Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders 111 9.08 No Other Duties, Etc 112 9.09 Administrative Agent May File Proofs of Claim; Credit Bidding 112 9.10 Collateral and Guaranty Matters 113 9.11 Secured Cash Management Agreements, Secured Hedge Agreements and Secured Performance Letters of Credit 114 9.12 Lender ERISA Representation 114 9.13 Recovery of Erroneous Payments 115 ARTICLE X MISCELLANEOUS 116 10.01 Amendments, Etc 116 10.02 Notices; Effectiveness; Electronic Communications 119 10.03 No Waiver; Cumulative Remedies; Enforcement 121 10.04 Expenses; Indemnity; Damage Waiver 121 10.05 Payments Set Aside 123 10.06 Successors and Assigns 123 10.07 Treatment of Certain Information; Confidentiality 129 10.08 Right of Setoff 130 10.09 Interest Rate Limitation 130 10.10 Integration; Effectiveness 130 10.11 Survival of Representations and Warranties 131 10.12 Severability 131 10.13 Replacement of Lenders 131 10.14 Governing Law; Jurisdiction; Etc 132 10.15 WAIVER OF JURY TRIAL 133 10.16 No Advisory or Fiduciary Responsibility 133 10.17 Electronic Execution; Electronic Records; Counterparts 134 iv 10.18 USA PATRIOT Act 134 10.19 Judgment Currency 135 10.20 Release and Reinstatement of Collateral 135 10.21 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 136 10.22 Acknowledgement Regarding Any Supported QFCs 136 10.23 Entire Agreement 137 v SCHEDULES 1.01(a) Pending Minority Investments 2.01 Commitments and Applicable Percentages 5.09 Environmental Matters 5.13 Subsidiaries; Equity Interests; Loan Parties 6.17 Post-Closing Matters 7.01 Existing Liens 7.02 Existing Indebtedness 10.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Form of A Loan Notice B Swing Line Loan Notice C Revolving Credit Note D Compliance Certificate E Assignment and Assumption F United States Tax Compliance Certificate G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I Prepayment Notice vi CREDIT AGREEMENT This CREDIT AGREEMENT (“ Agreement ”) is entered into as of June 10, 2026, among AECOM, a Delaware corporation (the “ Company ”), certain Domestic Subsidiaries of the Company that are Restricted Subsidiaries and are from time to time party hereto pursuant to Section 2.15 (each a “ Designated Borrower ” and, together with the Company, the “ Borrowers ” and each, a “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A., as Administrative Agent and the Swing Line Lender. PRELIMINARY STATEMENTS : The Company has requested that the Lenders provide a revolving credit facility to the Company and the other Borrowers party hereto from time to time, and the Lenders have indicated their willingness to lend under such revolving credit facility on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1.01             Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below: “ 2033 Notes ” means the Company’s 6.000% Senior Notes due 2033, issued on July 22, 2025. “ Acceptable Intercreditor Agreement ” means, collectively, the Existing Credit Agreement Intercreditor Agreement and each other intercreditor agreement that is reasonably satisfactory to the Administrative Agent among the Administrative Agent and one or more representatives for the holders of any Indebtedness that is intended to be secured by the Collateral (or any portion thereof) on a pari passu or junior, as applicable, basis with the Obligations. “ Act ” has the meaning specified in Section 10.18 . “ Additional Commitment Lender ” has the meaning specified in Section 2.16(d) . “ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, and any branch, office or Affiliate of it, or any successor administrative agent. “ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify the Company and the Lenders. “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied from time to time by the Administrative Agent. “ AECOM Capital ” means AECOM Capital, Inc. and all existing or newly formed entities engaged in any similar line of business to AECOM Capital, Inc., including infrastructure public-private partnership, design-build-finance, real estate investment, development and related assets. “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution. 1 “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Aggregate Revolving Credit Commitments ” means the Revolving Credit Commitments of all the Revolving Credit Lenders, subject to adjustment pursuant to the provisions of this Agreement (including Sections 2.06 and 2.16 ). “ Amendment No. 16 ” means that certain Amendment No. 16 to Syndicated Facility Agreement with respect to the Existing Credit Agreement, which such amendment is the last amendment to the Existing Credit Agreement prior to the Closing Date. “ Amendment No. 16 Effective Date ” means March 10, 2026, the date of effectiveness of Amendment No. 16. “ Anti-Corruption Laws ” means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or other applicable Laws related to anti-corruption and money laundering in Australia. “ Applicable Percentage ” means, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.18 . If the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 , or if the Commitments have expired, then the Applicable Percentage of each Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The Applicable Percentage of each Lender as of the Closing Date is set forth opposite the name of such Lender on Schedule 2.01 . “ Applicable Rate ” means, with respect to the Revolving Credit Facility and the Revolver Commitment Fees (a) from the Closing Date to (but not including) the first Business Day after the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(a) for the fiscal quarter ending September 30, 2026, 0.25% per annum for Base Rate Loans, 1.25% per annum for Term SOFR Loans and Daily SOFR Loans and 0.15% per annum for the Revolver Commitment Fees, provided , however, that if any Compliance Certificate delivered after the Closing Date but prior to the Compliance Certificate for the fiscal quarter ending September 30, 2026 indicates an Applicable Rate or Revolver Commitment Fee amount as determined by the below chart in excess of such amounts, such greater amount shall apply, and (ii) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) : Pricing Level Consolidated Leverage Ratio Applicable Rate for Term SOFR Loans and Daily SOFR Loans Applicable Rate for Base Rate Loans Revolver Commitment Fees 1 ≥ 4.25 to 1.00 2.00 % 1.00 % 0.30 % 2 < 4.25 to 1.00, but ≥ 3.25 to 1.00 1.75 % 0.75 % 0.25 % 3 < 3.25 to 1.00, but ≥ 2.50 to 1.00 1.50 % 0.50 % 0.20 % 4 <2.50 to 1.00, but > 1.75 to 1.00 1.25 % 0.25 % 0.15 % 5 <1.75 to 1.00 1.125 % 0.125 % 0.15 % 2 Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a) ; provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) . “ Applicable Revolving Credit Percentage ” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time. “ Applicant Borrower ” has the meaning specified in Section 2.15 . “ Appropriate Lender ” means, at any time, (a) with respect to the Revolving Credit Facility, a Lender that has a Commitment with respect thereto or holds a Loan thereunder at such time and (b) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a) , the Revolving Credit Lenders. “ Approved Commercial Bank ” shall mean a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000. “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. “ Arrangers ” means, collectively, BofA Securities and each other Person listed as a “Joint Lead Arranger” and/or “Joint Bookrunner” on the cover page of this Agreement, in their respective capacities as joint lead arrangers and, as applicable, joint bookrunners. “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent. 3 “ Attributable Indebtedness ” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease. “ Audited Financial Statements ” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended September 30, 2025 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto. “ Australia ” shall mean the Commonwealth of Australia (and includes, where the context requires, any State or Territory of Australia). “ Availability Period ” means, in respect of the Revolving Credit Facility, the period from and including the Closing Date to the earliest of (a) the Maturity Date for the Revolving Credit Facility, (b) the date of termination of all of the Revolving Credit Commitments pursuant to Section 2.06 , and (c) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans pursuant to Section 8.02 . “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “ Bail-In Legislation ” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “ Bank of America ” means Bank of America, N.A. and its successors. “ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) Term SOFR plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. “ Base Rate Loan ” means a Revolving Credit Loan or a Swing Line Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars. “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, if any. 4 “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230. “ Benefit Plan ” means any of (a) an “ employee benefit plan ” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “ plan ” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “ employee benefit plan ” or “ plan ”. “ BofA Securities ” means BofA Securities, Inc. (and including any designated affiliates of BofA Securities, Inc.). “ Borrower ” and “ Borrowers ” each has the meaning specified in the introductory paragraph hereto. “ Borrower Materials ” has the meaning specified in Section 6.02 . “ Borrowing ” means a Revolving Credit Borrowing or a Swing Line Borrowing, as the context may require. “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located. “ Capital Expenditures ” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset that, in conformity with GAAP, is required to be capitalized and reflected in the property, plant and equipment or similar fixed asset accounts in the consolidated balance sheet of such Person and its Subsidiaries (and excluding, for the avoidance of doubt, normal replacements and maintenance which are properly charged under GAAP to current operations). “ Capitalized Leases ” means all leases of (or other agreements conveying the right to use) real or personal property by a Person as lessee or guarantor which would, in conformity with GAAP, be required to be accounted for as capital leases on the balance sheet of that Person. “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Swing Line Lender and the Lenders, as collateral for Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of Swing Line Loans, cash or deposit account balances or, if the Administrative Agent or the Swing Line Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the Swing Line Lender. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. “ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Company or any of its Restricted Subsidiaries: (a)            readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof, or, in the case of a Foreign Subsidiary, readily marketable obligations issued or directly and fully guaranteed or insured by the government, governmental agency or applicable multinational intergovernmental organization of the country of such Foreign Subsidiary or backed by the full faith and credit of the government, governmental agency or applicable multinational intergovernmental organization of the country of such Foreign Subsidiary having maturities of not more than one year from the date of acquisition thereof; 5 (b)            readily marketable obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having, at the time of acquisition, a credit rating of at least “ A ” (or the then equivalent grade) from Moody’s or S&P; (c)            demand deposits, time deposits, Eurodollar time deposits, repurchase agreements or reverse repurchase agreements with, or insured certificates of deposit or bankers’ acceptances of, or that are guaranteed by, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (d) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than one year from the date of acquisition thereof; (d)            commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-2” (or the then equivalent grade) by Moody’s or at least “A-2” (or the then equivalent grade) by S&P, in each case with maturities of not more than one year from the date of acquisition thereof; (e)            corporate promissory notes or other obligations maturing not more than one year after the date of acquisition which at the time of such acquisition have, or are supported by, an unconditional guaranty from a corporation with similar obligations which have the highest rating obtainable from Moody’s or S&P; (f)            Investments, classified in accordance with GAAP as current assets of the Company or any of its Restricted Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a) , (b) , (c) , (d) and (e) of this definition; (g)            other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing; and (h)            solely with respect to any Foreign Subsidiary, non-Dollar denominated (i) certificates of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “ Approved Foreign Bank ”) and maturing within 180 days of the date of acquisition and (ii) equivalents of demand deposit accounts which are maintained with an Approved Foreign Bank. “ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements. “ Cash Management Bank ” means any Person that (a) at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender or (b) is a provider of a Cash Management Agreement on the date it becomes a Lender, in each case its capacity as a party to such Cash Management Agreement. 6 “ CFC ” means a Person that is a controlled foreign corporation under Section 957 of the Code. “ CFC Debt ” means intercompany loans, Indebtedness or receivables owed or treated as owed by one or more Foreign Subsidiaries. “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “ Change in Law ”, regardless of the date enacted, adopted, issued or implemented. “ Change of Control ” means an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 35% or more of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis. “ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 , which occurred on June 10, 2026. “ CME ” means CME Group Benchmark Administration Limited. “ Code ” means the Internal Revenue Code of 1986, as amended. “ Collateral ” means all of the “ Collateral ” or other similar term referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties. Notwithstanding anything in the Loan Documents to the contrary, the term “Collateral” shall not include any Excluded Assets. The use of the term “ Collateral ” in this Agreement or any other Loan Document during a Collateral and Guarantee Release Period shall mean, as the context indicates, those assets that would have constituted, or would have been required to constitute, “Collateral” if such Collateral and Guarantee Release Period were not then in effect. “ Collateral and Guarantee Reinstatement Event ” means the occurrence of a “Collateral and Guarantee Reinstatement Event” as defined in the Existing Credit Agreement, subject to Section 1.13 . “ Collateral and Guarantee Release Event ” means the occurrence of a “Collateral and Guarantee Release Event” as defined in the Existing Credit Agreement, subject to Section 1.13 . “ Collateral and Guarantee Release Period ” means, each period commencing with the occurrence of a Collateral and Guarantee Release Event, and continuing until the Collateral and Guarantee Reinstatement Event following such Collateral and Guarantee Release Event. 7 “ Collateral and Guarantee Requirement ” means, at any relevant time of determination, any or all of the following (as applicable): (a)            each Significant Subsidiary shall have executed and delivered to the Administrative Agent a Guaranty, provided that in no event shall AECOM Capital or any of its Subsidiaries be required to be or become a Guarantor or a Loan Party; (b)            each Loan Party shall have executed and delivered to the Administrative Agent (i) a Pledge and Security Agreement or other applicable Collateral Document with respect to (A) all or substantially all of its assets other than Excluded Assets and (B) the Equity Interests in its Subsidiaries, limited (1) in the case of pledges of Equity Interests in CFCs and Foreign Holding Companies, to 65% of such voting Equity Interests and 100% of such non-voting Equity Interests and (2) in the case of any Subsidiary that is disregarded as an entity from its owner under Treasury Regulations Section 301.7701-3 and substantially all the assets of which consist for U.S. federal income tax purposes of Equity Interests in a CFC or CFC Debt, to 65% of such Equity Interests, and (ii) if applicable, an Intellectual Property Security Agreement; (c)            [reserved]; (d)            to the extent required to be delivered pursuant to the terms of the applicable Collateral Documents and the Existing Credit Agreement Intercreditor Agreement, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Secured Parties’ security interest in such Collateral; (e)            subject to the terms of the Existing Credit Agreement Intercreditor Agreement, all (i) certificates (including certificates representing Equity Interests and powers in blank with respect thereto, subject to clause (b) of this definition), agreements, documents and instruments, including UCC financing statements, required by the Collateral Documents and as reasonably requested by the Administrative Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Collateral Documents and perfect such Liens to the extent required by, and with the priority required by, the Collateral Documents and the other provisions of the term “ Collateral and Guarantee Requirement, ” shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording and (ii) Taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents shall have been paid; (f)            in the case of any of the foregoing executed and delivered after the Closing Date, to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received documents, Organization Documents, certificates, resolutions and opinions of the type referred to in Section 4.01(a)(iii) , (iv) and (v) with respect to each such Person and its Guarantee and/or provision and perfection of Collateral; and (g)            copies of insurance policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property, terrorism and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents; 8 provided that the Collateral shall not include, and the Collateral and Guarantee Requirement shall not require and (notwithstanding anything to the contrary in any Loan Document) no Loan Document shall require, any of the following: (i) any filings or other action in any jurisdiction outside of the United States or required by the Laws of any jurisdiction outside of the United States to create or perfect any security interest, including, without limitation, any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States); (ii) control agreements or other control, lockbox or similar arrangements with respect to deposit accounts, securities accounts or other assets requiring perfection by control (but not, for the avoidance of doubt, control by possession, including of certificated Equity Interests); (iii) any landlord waivers, mortgagee waiver, bailee waivers, subordination agreements, estoppels, collateral access letters or similar arrangements; (iv) any notices to be sent to account debtors or other contractual third parties (other than during the continuance of Event of Default); (v) entry into any source code escrow arrangements or registration of intellectual property; (vi) any actions to perfect, other than by filing of UCC financing statements, letter of credit rights, commercial tort claims (other than Material Commercial Tort Claims set forth below), fixtures or assigned agreements; (vii) pledges and security interests prohibited by applicable law, rule or regulation (to the extent such law, rule or regulation is effective under applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Law (including pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code)), other than proceeds and receivables thereof; (viii) Equity Interests in (A) Unrestricted Subsidiaries or (B) any other person other than wholly-owned Subsidiaries to the extent not permitted by the terms of such Subsidiary’s organizational or joint venture documents; (ix) (A) more than 65% of the voting Equity Interests in any Subsidiary that is a CFC or Foreign Holding Company, and (B) more than 65% of the Equity Interests in any Subsidiary that is disregarded as an entity from its owner under Treasury Regulations Section 301.7701-3 and substantially all the assets of which consist for U.S. federal income tax purposes of Equity Interests in a CFC or CFC Debt; (x) assets to the extent a security interest in such assets would result in adverse tax consequences to the Company and its Restricted Subsidiaries (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined by the Company and the Administrative Agent; (xi) any lease, license, contract or other agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license, contract or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the Loan Parties), after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Law (including pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code), other than proceeds and receivables thereof; (xii) any of the Equity Interests of Foreign Subsidiaries that are held by CFCs or Foreign Holding Companies of the Company; (xiii) any fee-owned real property or leasehold interests; (xiv) those assets as to which the Administrative Agent and the Company reasonably determine that the costs of obtaining, perfecting or maintaining a security interest in such assets exceeds the fair market value thereof (which fair market value shall be determined by the Company in its reasonable judgment) or the practical benefit to the Lenders afforded thereby; (xv) motor vehicles and other assets to the extent perfection must be obtained through notation on a certificate of title, letter of credit rights (other than to the extent such rights can be perfected by filing a UCC-1) and commercial tort claims other than Material Commercial Tort Claims; (xvi) any cash collateral provided to third parties (including sureties) in the ordinary course of business; (xvii) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal Law; (xviii) any property and assets the pledge of which would violate applicable Law or any contract, or require any contractual third party consent or governmental consent, approval, license or authorization (but only to the extent, and for so long as, such requirement for consent, approval, license or authorization is not rendered ineffective by, or is otherwise unenforceable under, the Uniform Commercial Code or any other applicable law (including pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code)); (xix) any goods or assets sold or subject to Liens pursuant to a Qualified Securitization Financing or Receivables Facility or other factoring or receivables arrangement or supply chain financing permitted hereunder; (xx) any CFC Debt; (xxi) delivery of certificated Equity Interests in pledged Foreign Subsidiaries for possession if the Administrative Agent and the Company reasonably determine that the cost of such delivery for possession exceeds the practical benefit to the Lenders afforded thereby; and (xxii) accounts established for tax benefits, escrow accounts, fiduciary or trust accounts and any funds and other property held in or maintained in any such accounts (and any assets not required to be granted or pledged pursuant to this proviso shall be referred to as “ Excluded Assets ”). The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Restricted Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Restricted Subsidiaries formed or acquired, after the Closing Date). For the avoidance of doubt, during a Collateral and Guarantee Release Period, the Collateral and Guarantee Requirement shall not be required to be satisfied, and shall not require any action with respect to the provision of guarantees or the granting or perfection of any assets or Collateral ( provided the other provisions of this document relating to the provision of Cash Collateral shall continue to apply). 9 “ Collateral Documents ” means, collectively, the Security and Pledge Agreement (including any joinder or supplement thereto or thereof), the Intellectual Property Security Agreements, each of the collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.12 , and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations. “ Commitment ” means a Revolving Credit Commitment. “ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “ Communication ” means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document. “ Company ” has the meaning specified in the introductory paragraph hereto. “ Compliance Certificate ” means a certificate substantially in the form of Exhibit D . “ Conforming Changes ” means, with respect to the use, administration of or any conventions associated with Daily SOFR, SOFR, Term SOFR or any proposed SOFR Successor Rate, as applicable, any conforming changes to the definitions of “Base Rate”, “Daily SOFR”, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the reasonable discretion of the Administrative Agent (in consultation with the Company), to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent reasonably determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document). “ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 10 “ 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 (or, in the case of clause (xiii) below, not included) in calculating the Consolidated Net Income of such Person for such period: (i)            provision for Federal, state, local and foreign 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, Swap Contract (including, for the avoidance of doubt, any Permitted Convertible Indebtedness Hedging Agreement), recapitalization permitted under the Loan Documents or the incurrence of Indebtedness permitted to be incurred under the Loan Documents (including a refinancing thereof) (whether or not successful), or Receivables Facilities or Securitization Facilities (including any Securitization Fees), including (A) such fees, expenses or charges related to any other credit facilities and (B) any amendment or other modification of the Loan Documents and any other credit facilities; plus (v)          the amount of any restructuring charges, accruals or reserves and business optimization expenses, including any restructuring costs and integration costs incurred in connection with any equity offering, Investment, acquisition, Disposition or recapitalization permitted under the Loan Documents or the incurrence of Indebtedness permitted to be incurred under the Loan Documents (including a refinancing thereof) (whether or not successful), costs related to the closure, relocation, reconfiguration and/or consolidation of facilities and costs to relocate employees, integration and transaction costs, retention charges, severance, contract termination costs, expenses attributable to the implementation of costs savings initiatives, costs associated with tax projects/audits and costs consisting of professional consulting or other fees relating to any of the foregoing, so long as the aggregate amount thereof, when taken together with any amounts added back pursuant to below clause (xi), does not exceed an amount equal to 25% of Consolidated EBITDA for any four-quarter period (measured prior to giving effect to the addbacks in this clause (v) and clause (xi) below); 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 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 11 (vii)         all expenses and charges relating to non-controlling Equity Interests and equity income in non-wholly owned Restricted Subsidiaries; plus (viii)        any costs or expense incurred pursuant to (x) any management equity plan or stock option plan or (y) any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, in the case of this clause (y) to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interests of the Company (other than Disqualified Stock); plus (ix)          cash receipts (or any netting arrangements resulting in reduced cash expenditures) not included in Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not otherwise added back in such period or any other period; plus (x)           cash distributions of income received from non-consolidated Joint Ventures and other non-consolidated Minority Investment entities, attributable to the ownership of such Person in such entities; plus (xi)          cost savings, expense reductions, operating improvements, integration savings and synergies, in each case, projected by the Company in good faith to be realized as a result of actions to be taken within 24 months of any date of determination, so long as the aggregate amount thereof, when taken together with any amounts added back pursuant to above clause (v), does not exceed an amount equal to 25% of Consolidated EBITDA for any four-quarter period (measured prior to giving effect to the addbacks in this clause (xi) and clause (v) above); (b)            decreased (without duplication) by the following to the extent included in calculating the Consolidated Net Income of such Person for such period: (i)            non-cash gains other than (A) non-cash gains to the extent they represent the reversal of an accrual or cash reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and (B) non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period; plus (ii)           earnings of non-consolidated Joint Ventures and other non-consolidated Minority Investment entities, attributable to the ownership of such Person in such entities; plus (iii)          cash payments corresponding to any non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income to the extent such items were included in Consolidated EBITDA in a prior period pursuant to clause (a)(vi) of this definition. Unless the context indicates otherwise, Consolidated EBITDA as used herein shall be of the Company and its Restricted Subsidiaries. “ Consolidated First Lien Indebtedness ” shall mean, as of any date of determination, Consolidated Funded Indebtedness of the Company and its Restricted Subsidiaries (including the Obligations) that is secured by a Lien on the Collateral on an equivalent priority basis (but, in each case, without regard to control of remedies) with the Liens on the Collateral securing the Obligations. 12 “ Consolidated First Lien Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated First Lien Indebtedness as of such date to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period. “ Consolidated Funded Indebtedness ” means, as of any date of determination, for the Company and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP and without duplication, all (a) Indebtedness for borrowed money and all obligations evidenced by notes, bonds, debentures, loan agreements or similar instruments, (b) Indebtedness in respect of the deferred purchase price of property or services (which Indebtedness excludes, for the avoidance of doubt, trade accounts payable or similar obligations to a trade creditor in the ordinary course of business and any contingent earn-out obligation or other contingent obligation related to an acquisition or an Investment permitted hereunder), (c) Indebtedness arising under letters of credit (excluding Performance Letters of Credit), (d) Guarantees of the foregoing types of Indebtedness and (e) all Indebtedness of the types referred to in clauses (a) through (d) above of any partnership in which the Company or a Restricted Subsidiary is a general partner; provided that “ Consolidated Funded Indebtedness ” shall exclude (i) Performance Contingent Obligations, (ii) any payment obligations with respect to the Preferred Stock of the Company or any Subsidiary, (iii) all obligations under any Swap Contract (including, for the avoidance of doubt, any Permitted Convertible Indebtedness Hedging Agreement) and (iv) obligations in respect of any Qualified Securitization Financings or Receivables Facilities. “ Consolidated Interest Charges ” means, for any Person for any period, total interest expense of such Person and its Subsidiaries, on a consolidated basis and without duplication, accrued in that period as shown in the profit and loss statement for that period, determined in accordance with GAAP, including Revolver Commitment Fees owed with respect to the unused portion of the Facilities, other fees under the Loan Documents, charges in respect of Financial Letters of Credit and the portion of any obligations under any Capitalized Lease 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, (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, (iv) Securitization Fees and (v) non-cash interest associated with Permitted Convertible Indebtedness. Unless the context indicates otherwise, Consolidated Interest Charges as used herein shall be of the Company and its Restricted Subsidiaries. “ Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period. “ 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 Company and its Restricted Subsidiaries, there shall be excluded, without duplication, (a) all net after-tax extraordinary, nonrecurring or unusual gains, losses, income, expenses, reserves and charges of such Person for such period and (b) any consolidated net income (or loss) allocable to the Unrestricted Subsidiaries of the Company (except to the extent of a distribution from an Unrestricted Subsidiary to the Company or a Restricted Subsidiary). Unless the context indicates otherwise, Consolidated Net Income as used herein shall be of the Company and its Restricted Subsidiaries. 13 “ Consolidated Net Worth ” means, as of any date of determination, the consolidated stockholders’ equity of the Company and its Subsidiaries determined in accordance with GAAP, plus redeemable common stock and common stock units shown on the Company’s consolidated balance sheet, plus an amount equal to the principal amount or liquidation preference of issued and outstanding Preferred Stock of the Company and its Subsidiaries. “ Consolidated Priority Indebtedness ” means all Priority Indebtedness of the Company and its Restricted Subsidiaries (but not Tax Arrangement Priority Indebtedness) determined on a consolidated basis eliminating intercompany items. “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto. “ Covered Entity ” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “ Credit Extension ” means a Borrowing. “ Cumulative Available Amount ” means, as of any date of determination, the sum (without duplication) of: (a)            the greater of (i) $750,000,000 and (ii) 50% of LTM EBITDA plus (b)            an amount, not less than zero, equal to 50% of Consolidated Net Income for the period (taken as one accounting period) from (and including) the fiscal quarter ended June 30, 2024, to the end of the fiscal quarter most recently ended in respect of which financial statements have been delivered pursuant to Section 6.01(a) or Section 6.01(b) ; plus (c)            the aggregate proceeds (including the aggregate fair market value of any assets or property) received by the Company from the issue or sale of its Equity Interests (other than Disqualified Stock) from and after the Amendment No. 16 Effective Date (other than an issuance or sale to (x) a Subsidiary of the Company or (y) an employee stock ownership plan or other trust established by the Company or any of its Subsidiaries to the extent such sale to an employee stock ownership plan or other trust is financed by loans from or Guaranteed by the Company or any Subsidiary, unless such loans have been repaid with cash on or prior to the date of determination); plus (d)            the amount by which Indebtedness of the Company or its Subsidiaries issued from and after the Amendment No. 16 Effective Date is reduced on the Company’s consolidated balance sheet upon the conversion or exchange of such Indebtedness for Equity Interests (other than Disqualified Stock) of the Company (less the amount of any cash or the fair market value of other property distributed by the Company or any Subsidiary upon such conversion or exchange). 14 “ Customary Permitted Liens ” means (a) Liens (other than Environmental Liens and any Lien imposed under ERISA) for Taxes, assessments or charges of any Governmental Authority or claims not yet due or (or, if failure to pay prior to delinquency but after the due date does not result in additional amounts being due, which are not yet delinquent) or the payment of which is not, at such time, required by Section 6.04, (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, customs and revenue authorities and other Liens (other than any Lien imposed under ERISA) imposed by law and created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with the provisions of GAAP, (c) Liens (other than any Lien imposed under ERISA) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds and Liens securing obligations under indemnity agreements for surety bonds) or other Liens in connection with workers’ compensation, unemployment insurance and other types of social security benefits, (d) Liens consisting of any right of offset, or any statutory or consensual banker’s lien, on bank deposits or securities accounts maintained in the ordinary course of business so long as such bank deposits or securities accounts are not established or maintained for the purpose of providing such right of offset or banker’s lien, (e) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded), which do not interfere materially and adversely with the ordinary conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, (f) building restrictions, zoning laws, entitlements, conservation and environmental restrictions and other similar statutes, law, rules, regulations, ordinances and restrictions, now or at any time hereafter adopted by any Governmental Authority having jurisdiction, (g) Liens in connection with sales of receivables in connection with energy service company projects, (h) licenses, sublicenses, leases or subleases granted to third parties and not interfering in any material respect with the ordinary conduct of the business of the Company and the Restricted Subsidiaries, taken as a whole, (i) any (A) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (B) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (C) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (B), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease, (j) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods, (k) Liens in favor of United States or Canadian Governmental Authorities on deposit accounts in connection with auctions conducted on behalf of such Governmental Authorities in the ordinary course of business; provided that such Liens apply only to the amounts actually obtained from auctions conducted on behalf of such Governmental Authorities, (l) the reservations, limitations, provisos and conditions expressed in any original grants from the Crown in right of Canada of real or immoveable property, which do not materially impair the use of the affected land for the purpose used or intended to be used by that Person and (m) any security interest for the purposes of Section 12(3) of the PPSA that does not secure payment or performance of an obligation. “ Daily SOFR ” means, with respect to any applicable determination date, the rate per annum equal to SOFR published on the second U.S. Government Securities Business Day preceding such date by the Federal Reserve Bank of New York (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source); provided however that if such determination date is not a U.S. Government Securities Business Day, then SOFR means such rate that applied on the first U.S. Government Securities Business Day immediately prior thereto. Any change in Daily SOFR shall be effective from and including the date of such change without further notice. If Daily SOFR as so determined above would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “ Daily SOFR Loan ” means a Loan that bears interest at a rate based on Daily SOFR. 15 “ Debtor Relief Laws ” means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Insolvency Act 1986 of England and Wales (as amended by the Enterprise Act 2002), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect. “ Deemed Approved ” or “ Deemed Approval ” has the meaning specified in Section 1.13(g) . “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. “ Default Rate ” means (a) when used with respect to Base Rate Loans, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; (b) when used with respect to Daily SOFR Loans or Term SOFR Loans, as applicable, an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Daily SOFR Loan or Term SOFR Loan, as applicable, plus 2% per annum; and (c) when used with respect to any other Obligations, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate applicable to Base Rate Loans plus (iii) 2% per annum. “ Defaulting Lender ” means, subject to Section 2.18(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Swing Line Loans) within two Business Days of the date when due, (b) has notified the Company, the Administrative Agent or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18(b) ) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company, the Swing Line Lender and each other Lender promptly following such determination. 16 “ Delaware LLC ” shall mean any limited liability company organized or formed under the laws of the State of Delaware. “ Delaware LP ” shall mean any limited partnership organized or formed under the laws of the State of Delaware. “ Designated Borrower ” has the meaning specified in the introductory paragraph hereto. As of the Closing Date, there are no Designated Borrowers. “ Designated Borrower Notice ” has the meaning specified in Section 2.15 . “ Designated Borrower Request and Assumption Agreement ” has the meaning specified in Section 2.15 . “ Designated Non-Cash Consideration ” means, as of any date of measurement, the fair market value (as determined in good faith by the Company) of all non-cash consideration received by the Company and its Restricted Subsidiaries in connection with a Disposition that is so designated as “Designated Non-Cash Consideration” pursuant to a certificate of a Responsible Officer of the Company. “ Disclosed Litigation ” means litigation disclosed in the Forms 10-K and 10-Q filed by the Company or the Target with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, prior to the Closing Date. “ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any disposition effected pursuant to a Division) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. “ Disqualified Institution ” means, on any date, (a) any Person designated by the Company to Bank of America, in its capacity as Arranger, as a “Disqualified Institution” by written notice delivered on or prior to the Closing Date, (b) any other Person that is or becomes a competitor of the Company or any of its Restricted Subsidiaries, which Person has been designated by the Company (specifying such Person by legal name) as a “Disqualified Institution” by written notice to the Administrative Agent and the Lenders (by posting such notice to the Platform) not less than 2 Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) prior to such date (a “ Competitor ”) and (c) any Affiliates of any such entities identified under clauses (a) and (b) of this definition that are either (i) clearly identifiable as Affiliates on the basis of such Affiliate’s legal name or (ii) identified in writing by legal name in a written notice to the Administrative Agent and the Lenders (by posting such notice to the Platform) not less than 2 Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) prior to such date; provided that “Disqualified Institutions” shall exclude (x) any Person that the Company has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent and the Lenders from time to time and (y) any bona fide debt fund or investment vehicle of any Competitor that is engaged in making, purchasing, holding or otherwise investing in commercial loans, fixed-income instruments, bonds and similar extensions of credit in the ordinary course of business with separate fiduciary duties to investors in such fund or vehicle. 17 “ Disqualified Stock ” means, with respect to any Person, any Equity Interest that by its terms, or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable, or upon the happening of any event: (a)            matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (b)            is convertible or exchangeable for Indebtedness or Disqualified Stock, excluding Equity Interests convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary, provided that any such conversion or exchange shall be deemed an incurrence of Indebtedness or Disqualified Stock, as applicable; or (c)            is redeemable at the option of the holder thereof, in whole or in part; in the case of each of clauses (a), (b) and (c), on or prior to the date that is one year after the latest Maturity Date then in effect (as of the date of the issuance, grant, sale, distribution or other provision of such Equity Interests to holders thereof); provided that any Equity Interest that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Equity Interest upon the occurrence of an “asset sale” or “change of control” occurring prior to the date that is one year after the latest Maturity Date (as of the date of the issuance, grant, sale, distribution or other provision of such Equity Interests to holders thereof) shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Equity Interests are not more favorable to the holders of such Equity Interests than the provisions of Section 7.05 or of Section 8.01(k) to the Lenders. “ Division ” means (a) the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act and (b) the statutory division of any Delaware LP into two or more Delaware LPs pursuant to Section 17-220 of the Delaware Revised Uniform Limited Partnership Act. “ Dollar ” and “ $ ” mean lawful money of the United States. “ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of any political subdivision of the United States. “ DQ List ” has the meaning specified in Section 10.06(h)(iv) . “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 18 “ Electronic Record ” and “ Electronic Signature ” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. “ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) , (iv) , (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)) . For the avoidance of doubt, any Disqualified Institution is subject to Section 10.06(h) . “ Environment ” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetland, flora and fauna. “ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits or governmental restrictions relating to pollution or the protection of the Environment or human health (to the extent related to exposure to Hazardous Materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials. “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. “ Environmental Lien ” means a Lien in favor of any Governmental Authority for (1) any liability under any Environmental Laws, or (2) damages arising from or costs incurred by such Governmental Authority in response to a Release or threatened Release of Hazardous Materials. “ Environmental Permit ” means any permit, approval, identification number, license or other authorization from a governmental agency required under any Environmental Law. “ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided, that, notwithstanding the foregoing, in no event will Permitted Convertible Indebtedness, Permitted Convertible Indebtedness Hedging Agreements or any debt instrument that is convertible or exchangeable into common stock of the Company constitute Equity Interests. “ ERISA ” means the Employee Retirement Income Security Act of 1974. “ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 19 “ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the initiation by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) notification of a determination that any Pension Plan or Multiemployer Plan is considered an at risk plan or a plan in endangered or critical status within the meaning of Section 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate; or (i) a failure by the Company or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Company or any ERISA Affiliate to make any required contribution to a Multiemployer Plan. “ Escrow Liens ” means, with respect to any Indebtedness that is funded into escrow, Liens securing such Indebtedness on all funds and related assets held in the related escrow account (and the proceeds thereof) until such funds are released from escrow. “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. “ Event of Default ” has the meaning specified in Section 8.01 . “ Excluded Assets ” has the meaning given thereto in the proviso to the definition of Collateral and Guarantee Requirement. “ Excluded Subsidiary ” means (a) any Foreign Holding Company, (b) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary, (c) any Foreign Subsidiary, (d) any Subsidiary that is prohibited by applicable Law or contract (with respect to any such contractual restriction, only to the extent existing on the Closing Date or the date on which the applicable Person becomes a direct or indirect Subsidiary of the Company (and not created in contemplation of such acquisition)) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee (unless such consent, approval, license or authorization has been received), (e) any bankruptcy remote special purpose receivables entity or captive insurance company designated by the Company and permitted hereunder, (f) in the case of any obligation under any hedging arrangement that constitutes a “swap” within the meaning of section 1(a)(947) of the Commodity Exchange Act, any Subsidiary of the Company that is not an “Eligible Contract Participant” as defined under the Commodity Exchange Act, and (g) Flint USA and its Subsidiaries. “ Excluded Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition. 20 “ Excluded Taxes ” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) , and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. “ Existing Credit Agreement ” means that certain Syndicated Facility Agreement dated as of October 17, 2014 by and among the Company, the borrowers party thereto, the guarantors party thereto, Bank of America (defined below), as the administrative agent, and the lenders party thereto (as amended through Amendment No. 16 and in effect on the Closing Date, and as further amended, restated, extended, supplemented or otherwise modified from time to time). “ Existing Credit Agreement Intercreditor Agreement ” means that certain Pari Passu Intercreditor Agreement by and among the Administrative Agent, as collateral for the Secured Parties, Bank of America as collateral agent for the lenders under the Existing Credit Agreement and the Company. “ Existing Credit Agreement Provision ” has the meaning specified in Section 1.13 . “ Facility ” means the Revolving Credit Facility. “ Facility Termination Date ” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, and (b) all Obligations have been paid in full (other than (i) contingent indemnification obligations that are not yet due and (ii) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements and Secured Performance Letters of Credit (other than any such obligations for which notice has been received by the Administrative Agent that either (x) amounts are currently due and payable under such Secured Cash Management Agreement or Secured Hedge Agreement, or unreimbursed drawings are outstanding under Secured Performance Letters of Credit, as applicable, or (y) no arrangements reasonably satisfactory to the applicable Cash Management Bank, Hedge Bank or PLOC Bank have been made)). “ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board. “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above), any intergovernmental agreement, treaty or convention among Governmental Authorities implementing the foregoing and any fiscal or regulatory legislation, official rules or practices adopted pursuant to any such intergovernmental agreement, treaty, or convention. 21 “ Federal Funds Rate ” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “ Fee Letter ” means the engagement letter agreement dated May 27, 2026, between the Company and BofA Securities. “ Financial Letter of Credit ” means a standby letter of credit supporting obligations owing to third parties. “ Fixed Amounts ” shall have the meaning assigned to such term in Section 1.11(b) . “ Flint USA ” means Flint USA Inc., a Colorado corporation (or any successor thereto as a result of a change of legal entity form, reincorporation or similar non-substantive transaction). “ Foreign Holding Company ” means any Subsidiary all or substantially all of the assets of which are comprised of Equity Interests in one or more Foreign Subsidiaries or CFC Debt. “ Foreign Lender ” means, with respect to any Borrower (a) if such Borrower is a U.S. Person, a Lender (i) that is not disregarded as separate from its owner for U.S. federal income tax purposes and that is not a U.S. Person or (ii) that is disregarded as separate from its owner for U.S. federal income tax purposes and whose regarded owner is not a U.S. Person, and (b) if such Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. “ Foreign Subsidiary ” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia. “ FRB ” means the Board of Governors of the Federal Reserve System of the United States. “ Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders in accordance with the terms hereof. “ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. “ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, but subject in all respects to the provisions of Section 1.03 . 22 “ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). “ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be as set forth in Section 1.10. The term “ Guarantee ” as a verb has a corresponding meaning. “ Guarantors ” means, collectively, (a) each Significant Subsidiary of the Company (other than Excluded Subsidiaries), (b) any other Person that is from time to time party to the Guaranty or any other agreement pursuant to which it guarantees the Obligations or any portion thereof and (c) the Company with respect to (i) obligations owing by any Subsidiary of the Company under any Secured Hedge Agreement, Secured Cash Management Agreement or Secured Performance Letter of Credit, (ii) the payment and performance by each Specified Loan Party of its obligations under its Guaranty with respect to all Swap Obligations and (iii) Obligations owing by any Borrower other than the Company. Notwithstanding anything herein or in any other Loan Document to the contrary, no Excluded Subsidiary shall constitute a Guarantor and in no event shall any Excluded Subsidiary, AECOM Capital or any of its Subsidiaries be required to be or become Guarantors. “ Guaranty ” means that certain Guaranty Agreement dated as of the Closing Date, by the Borrowers and the Guarantors in favor of the Administrative Agent and the Secured Parties, and including as supplemented or joined from time to time by the execution and delivery of supplements and joinders as provided therein or as otherwise reasonably acceptable to the Administrative Agent, and any other document pursuant to which any Person Guarantees any portion of the Obligations. “ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law. “ Hedge Bank ” means any Person that (a) at the time it enters into a Swap Contract permitted under Article VI or VII , is a Lender or an Affiliate of a Lender or (b) is a party to a Swap Contract permitted under Article VI or VII on the date it becomes a Lender, in each case in its capacity as a party to such Swap Contract. 23 “ Increased Amount ” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness or in the form of common Equity Interests of the Company, the accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies. “ Incremental Equivalent Debt ” has the meaning set forth in the Existing Credit Agreement, subject to Section 1.13 hereof. “ Incremental Increase ” has the meaning set forth in the Existing Credit Agreement, subject to Section 1.13 hereof. “ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a)            all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b)            the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (other than Performance Contingent Obligations and any Guarantees thereof and contingent obligations under or relating to bank guaranties or surety bonds); (c)            net obligations of such Person under any Swap Contract if and to the extent such obligations would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; (d)            all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable or similar obligations to a trade creditor in the ordinary course of business and other than any contingent earn-out obligation or other contingent obligation related to a Permitted Acquisition or an Investment permitted hereunder); (e)            Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of (i) the fair market value of such asset at such date of determination and (ii) the amount of such Indebtedness of such other Person; (f)            all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person; (g)            the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends); and (h)            all Guarantees of such Person in respect of any of the foregoing Indebtedness. 24 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Guarantee of Indebtedness shall be determined in accordance with the definition of “ Guarantee. ” Notwithstanding the foregoing, Indebtedness of the Company and its Restricted Subsidiaries shall not include short-term intercompany payables between or among two or more of the Company and its Restricted Subsidiaries arising from cash management transactions. For the avoidance of doubt, and without limitation of the foregoing, (x) obligations under any Permitted Convertible Indebtedness Hedging Agreements shall not constitute Indebtedness and (y) Permitted Convertible Indebtedness shall at all times prior to the repurchase, conversion or payment thereof be valued at the full stated principal amount thereof and shall not include any reduction or appreciation in value of the shares and/or cash deliverable upon conversion thereof. “ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes. “ Indemnitees ” has the meaning specified in Section 10.04(b) . “ Information ” has the meaning specified in Section 10.07 . “ Inside Maturity Indebtedness ” has the meaning (and at any time of measurement, the available balance) set forth in the Existing Credit Agreement, subject to Section 1.13 hereof. “ Intellectual Property Security Agreement ” has the meaning specified in the Security and Pledge Agreement. “ Interest Payment Date ” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Revolving Credit Facility; provided , however , that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, Daily SOFR Loan or Swing Line Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Revolving Credit Facility. “ Interest Period ” means, as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter (in each case, subject to availability), as selected by the Company in its Loan Notice, or such other period that is twelve months or less requested by the Company and consented to by all the Appropriate Lenders; provided that: (i)            any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (ii)           any Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (iii)          no Interest Period shall extend beyond the Maturity Date. 25 “ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person by means of any of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment not consisting of a Guarantee at any time outstanding shall be (i) the amount actually invested (whether in cash, Cash Equivalents or in kind), without adjustment for subsequent increases or decreases in the value of such Investment, minus (ii) the amount of dividends or distributions received in connection with such Investment and any return of capital or repayment of principal received in respect of such Investment that, in each case, is received in cash or Cash Equivalents (or, in the event of an in-kind Investment, in like property). For purposes of covenant compliance, the amount of any Investment consisting of a Guarantee or other contingent liability at any time outstanding shall be determined in accordance with Section 1.10 . Without limiting the foregoing, the outstanding amount of any Guarantee or other contingent liability shall be subject to appropriate adjustments for any reduction of such Guarantee or other contingent liability, and the outstanding amount of any Guarantee or other contingent liability that has been terminated shall be zero. “ IRS ” means the United States Internal Revenue Service. “ ISDA CDS Definitions ” shall have the meaning assigned to such term in the last paragraph of Section 10.01. “ ISDA Definitions ” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto. “ Joint Venture ” means a joint venture, partnership or similar arrangement formed for the purpose of performing a single project or series of related projects, whether in corporate, partnership or other legal form; provided that, in no event shall a Subsidiary be considered a “ Joint Venture. ” “ Laws ” means, collectively, all international, foreign, Federal, state, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. “ LCT Election ” shall have the meaning assigned to such term in Section 1.11(a) . “ LCT Test Date ” shall have the meaning assigned to such term in Section 1.11(a) . “ Lender ” has the meaning specified in the introductory paragraph hereto and, unless the context requires otherwise, includes the Swing Line Lender. “ Lender Party ” and “ Lender Recipient Party ” means collectively, the Lenders and the Swing Line Lender. “ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office. 26 “ Leverage Increase ” has the meaning specified in Section 7.11 . “ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance (including any easement, right-of-way or other encumbrance on title to real property), lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing). “ Limited Condition Acquisition ” shall mean any acquisition (including by means of a merger, amalgamation or consolidation) of, or Investment by one or more of the Company and its Restricted Subsidiaries in, any assets, business or person the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing. “ Limited Condition Transaction ” means (a) any Limited Condition Acquisition, (b) any redemption, repayment, defeasance, satisfaction and discharge or repurchase of Indebtedness requiring irrevocable advance notice, (c) declaration of a distribution or dividend in respect of, or irrevocable advance notice of, or any irrevocable offer to, purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company and (d) any Disposition. “ Loan ” means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving Credit Loan or a Swing Line Loan. “ Loan Documents ” means, collectively, this Agreement, each Designated Borrower Request and Assumption Agreement, each Note, the Guaranty, each Collateral Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.17 of this Agreement, the Existing Credit Agreement Intercreditor Agreement and the Fee Letters. “ Loan Notice ” means a notice of (a) a Revolving Credit Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term SOFR Loans, pursuant to Section 2.02(a) , which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system, as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Company. “ Loan Parties ” means, collectively, the Company, the other Borrowers, each Guarantor and each Designated Borrower. “ LTM EBITDA ” means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements have been delivered pursuant to Section 6.01 , in each case with such pro forma adjustments as are consistent with the pro forma adjustments set forth in Section 1.03(d) . “ Material Adverse Effect ” means (a) a material adverse effect on the business, assets, property, liabilities (actual or contingent), financial condition or results of operations of the Company and its Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the legal validity or legal enforceability of the rights or remedies of the agents or the Lenders under the Loan Documents (taken as a whole) or (c) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the Loan Documents (taken as a whole). 27 “ Material Commercial Tort Claim ” means any commercial tort claim with respect to which a Loan Party is the plaintiff or a beneficiary and that makes a claim for damages, or other claim for judgment, in an amount greater than or equal to $30,000,000. “ Material Guarantor ” means any Guarantor that is itself a Significant Subsidiary by virtue of satisfying the financial test set forth in the definition of Significant Subsidiary individually, without giving effect to the aggregation test set forth in the first proviso of such definition. “ Maturity Date ” means, with respect to the Revolving Credit Facility, the later of (a) June 9, 2028, and (b) if maturity is extended pursuant to Section 10.01 , such extended maturity date as determined pursuant to such Section; provided , however , that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. “ Measurement Period ” means, at any date of determination, the most recently completed four fiscal quarters of the Company. “ Minimum Collateral Amount ” means, at any time, with respect to Cash Collateral for Swing Line Loans, an amount determined by the Administrative Agent and the Swing Line Lender in their sole discretion. “ Minority Investment ” means an Investment by the Company or any Restricted Subsidiary in the Equity Interests of another Person (other than the Company or any Restricted Subsidiary) whose primary business at such time is the same as that of the Company that results in the direct ownership by the Company or a Restricted Subsidiary of less than 50% (or in the case of the Investment described in Schedule 1.01(a) , of up to 50%) of the outstanding Equity Interests of such other Person, irrespective of whether the board of directors (or other governing body) of such Person has approved such Investment; provided that a “Minority Investment” shall not include (a) Investments in Joint Ventures existing on the Closing Date, (b) Investments in any securities received in satisfaction or partial satisfaction from financially troubled account debtors or (c) Investments made or deemed made as a result of the receipt of non-cash consideration in connection with Dispositions otherwise permitted hereunder. “ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto. “ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions as to which the Company or any ERISA Affiliate could have any liability (contingent or otherwise). “ Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including the Company or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. “ New Financing ” has the meaning specified in Section 2.05(a)(i) . “ Net Short Lender ” shall have the meaning assigned to such term in the last paragraph of Section 10.01 . 28 “ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders. “ Non-Core Asset Dispositions ” means the Disposition, or series of Dispositions, by the Company or any of its Restricted Subsidiaries of assets (including stock of Subsidiaries) in or related to the construction management segment of the Company and its Restricted Subsidiaries, in each case to the extent the Company has determined (in its reasonable discretion) that such assets (including stock of Subsidiaries) are non-core to the continuing operations of the Company and its Restricted Subsidiaries, taken as a whole, and none of which Dispositions (individually or in the aggregate) constitutes all or substantially all of the Company’s assets. “ Non-Core Asset Disposition Related Transactions ” means those intercompany Investments, intercompany Indebtedness (including Guarantees) and other transactions, in each case to the extent made in connection with, and in furtherance of, any or all of the Non-Core Asset Dispositions, so long as in connection therewith (i) no assets owned by a Loan Party prior thereto are, after giving effect to such transactions, owned by a non-Loan Party Restricted Subsidiary of the Company unless (x) such assets are to be Disposed of in a Non-Core Asset Disposition or (y) the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions effectuated substantially simultaneously therewith pursuant to Sections 7.04(a) or 7.05(d) that have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a consolidated basis as of the end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.01 , (ii) no Guarantor prior to such transactions continues to be a Restricted Subsidiary of the Company but ceases to be a Guarantor after giving effect to such transactions unless the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions effectuated substantially simultaneously therewith pursuant to Sections 7.04(a) or 7.05(d) that have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a consolidated basis as of the end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.01 and (iii) no Default or Event of Default is in existence and continuing at the time of, or would result from, the consummation of any Non-Core Asset Disposition Transaction. “ Non-Defaulting Lender &rdquo…

Document text

EX-10.1 · tm2617534d1_ex10-1.htm

EX-10.1
 2
 tm2617534d1_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 Execution
Version

 Published CUSIP Number: 00783SAA9

 Revolving Loan Facility CUSIP
Number: 00783SAB7

   

 CREDIT AGREEMENT

 Dated as of June 10, 2026

 among

 AECOM

 and

 CERTAIN SUBSIDIARIES OF AECOM,

 as Borrowers,

 BANK OF AMERICA, N.A.,

as Administrative Agent and Swing Line Lender,

 And

 The Other Lenders Party Hereto

 JPMORGAN CHASE BANK, N.A., BNP PARIBAS SECURITIES
 CORP., and TRUIST BANK,

 as Co-Syndication Agents

 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
 PNC CAPITAL MARKETS LLC,

 and HSBC SECURITIES (USA) INC.,

 as Joint Lead Arrangers and Co-Documentation Agents

 BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A.,
 BNP PARIBAS SECURITIES CORP., and

 TRUIST SECURITIES, INC. ,

 as Joint Lead Arrangers and Joint Bookrunners

 TABLE OF CONTENTS

 Page

 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
 1

 1.01
 Defined Terms
 43

 1.02
 Other Interpretive Provisions
 43

 1.03
 Accounting Terms
 43

 1.04
 Rounding
 45

 1.05
 Currency Equivalents Generally
 45

 1.06
 [Reserved]
 45

 1.07
 [Reserved]
 45

 1.08
 Times of Day; Timing of Payment and Performance
 45

 1.09
 [Reserved]
 45

 1.10
 Guaranteed Amounts
 45

 1.11
 Limited Condition Transactions and Other Calculations
 46

 1.12
 Interest Rates
 48

 ARTICLE II the COMMITMENTS and Credit Extensions
 50

 2.01
 The Loans
 50

 2.02
 Borrowings, Conversions and Continuations of Loans
 51

 2.03
 [Reserved]
 52

 2.04
 Swing Line Loans
 52

 2.05
 Prepayments
 55

 2.06
 Termination or Reduction of Commitments
 56

 2.07
 Repayment of Loans
 56

 2.08
 Interest
 56

 2.09
 Fees
 57

 2.10
 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
 58

 2.11
 Evidence of Debt
 58

 2.12
 Payments Generally; Administrative Agent&rsquo;s Clawback
 59

 2.13
 Sharing of Payments by Lenders
 60

 2.14
 Designation of Unrestricted and Restricted Subsidiaries
 61

 2.15
 Designated Borrowers
 62

 2.17
 Cash Collateral
 63

 2.18
 Defaulting Lenders
 64

 i

 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
 66

 3.01
 Taxes
 66

 3.02
 Illegality
 70

 3.03
 Inability to Determine Rates
 71

 3.04
 Increased Costs
 73

 3.05
 Compensation for Losses
 74

 3.06
 Mitigation Obligations; Replacement of Lenders
 74

 3.07
 Survival
 75

 ARTICLE IV CONDITIONS PRECEDENT TO Credit Extensions
 75

 4.01
 Conditions of Initial Credit Extension
 75

 4.02
 Conditions to All Credit Extensions
 76

 ARTICLE V REPRESENTATIONS AND WARRANTIES
 77

 5.01
 Existence, Qualification and Power
 77

 5.02
 Authorization; No Contravention
 77

 5.03
 Governmental Authorization; Other Consents
 77

 5.04
 Binding Effect
 78

 5.05
 Financial Statements; No Material Adverse Effect
 78

 5.06
 Litigation
 78

 5.07
 No Default
 79

 5.08
 Ownership of Property; Liens
 79

 5.09
 Environmental Compliance
 79

 5.10
 Insurance
 79

 5.11
 Taxes
 79

 5.12
 ERISA Compliance
 79

 5.13
 Subsidiaries; Equity Interests; Loan Parties
 80

 5.14
 Margin Regulations; Investment Company Act
 80

 5.15
 Disclosure
 80

 5.16
 Compliance with Laws
 81

 5.17
 Intellectual Property; Licenses, Etc
 81

 5.18
 Solvency
 81

 5.19
 Sanctions
 81

 5.20
 Anti-Corruption Laws
 81

 5.21
 Collateral Documents
 81

 5.22
 Affected Financial Institutions
 81

 5.23
 Beneficial Ownership
 81

 5.24
 Covered Entities
 82

 ii

 ARTICLE VI AFFIRMATIVE COVENANTS
 82

 6.01
 Financial Statements
 82

 6.02
 Certificates; Other Information
 83

 6.03
 Notices
 85

 6.04
 Payment of Obligations
 85

 6.05
 Preservation of Existence, Etc
 85

 6.06
 Maintenance of Properties
 86

 6.07
 Maintenance of Insurance
 86

 6.08
 Compliance with Laws
 86

 6.09
 Books and Records
 86

 6.10
 Inspection Rights
 86

 6.11
 Use of Proceeds
 87

 6.12
 Collateral and Guarantee Requirement; Collateral Information
 87

 6.13
 Compliance with Environmental Laws
 88

 6.14
 Further Assurances
 88

 6.15
 [Reserved.]
 88

 6.16
 FCPA; Sanctions
 88

 6.17
 Post-Closing Requirements
 88

 ARTICLE VII NEGATIVE COVENANTS
 89

 7.01
 Liens
 89

 7.02
 Indebtedness
 91

 7.03
 Investments
 95

 7.04
 Fundamental Changes
 97

 7.05
 Dispositions
 98

 7.06
 Restricted Payments
 100

 7.07
 Change in Nature of Business
 102

 7.08
 Transactions with Affiliates
 102

 7.09
 Burdensome Agreements
 103

 7.10
 Use of Proceeds
 103

 7.11
 Financial Covenant
 103

 7.12
 Sanctions
 104

 7.13
 Changes in Fiscal Year
 104

 7.14
 Anti-Corruption Laws
 104

 iii

 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
 104

 8.01
 Events of Default
 104

 8.02
 Remedies upon Event of Default
 106

 8.03
 Application of Funds
 106

 ARTICLE IX ADMINISTRATIVE AGENT
 108

 9.01
 Appointment and Authority
 108

 9.02
 Rights as a Lender
 108

 9.03
 Exculpatory Provisions
 108

 9.04
 Reliance by Administrative Agent
 109

 9.05
 Delegation of Duties
 110

 9.06
 Resignation of Administrative Agent
 110

 9.07
 Non-Reliance on the Administrative Agent, the Arrangers and the Other Lenders
 111

 9.08
 No Other Duties, Etc
 112

 9.09
 Administrative Agent May File Proofs of Claim; Credit Bidding
 112

 9.10
 Collateral and Guaranty Matters
 113

 9.11
 Secured Cash Management Agreements, Secured Hedge Agreements and Secured Performance Letters of Credit
 114

 9.12
 Lender ERISA Representation
 114

 9.13
 Recovery of Erroneous Payments
 115

 ARTICLE X MISCELLANEOUS
 116

 10.01
 Amendments, Etc
 116

 10.02
 Notices; Effectiveness; Electronic Communications
 119

 10.03
 No Waiver; Cumulative Remedies; Enforcement
 121

 10.04
 Expenses; Indemnity; Damage Waiver
 121

 10.05
 Payments Set Aside
 123

 10.06
 Successors and Assigns
 123

 10.07
 Treatment of Certain Information; Confidentiality
 129

 10.08
 Right of Setoff
 130

 10.09
 Interest Rate Limitation
 130

 10.10
 Integration; Effectiveness
 130

 10.11
 Survival of Representations and Warranties
 131

 10.12
 Severability
 131

 10.13
 Replacement of Lenders
 131

 10.14
 Governing Law; Jurisdiction; Etc
 132

 10.15
 WAIVER OF JURY TRIAL
 133

 10.16
 No Advisory or Fiduciary Responsibility
 133

 10.17
 Electronic Execution; Electronic Records; Counterparts
 134

 iv

 10.18
 USA PATRIOT Act
 134

 10.19
 Judgment Currency
 135

 10.20
 Release and Reinstatement of Collateral
 135

 10.21
 Acknowledgement and Consent to Bail-In of Affected Financial Institutions
 136

 10.22
 Acknowledgement Regarding Any Supported QFCs
 136

 10.23
 Entire Agreement
 137

 v

 SCHEDULES

 1.01(a) Pending Minority Investments

 2.01 Commitments and Applicable Percentages

 5.09 Environmental Matters

 5.13 Subsidiaries; Equity Interests; Loan Parties

 6.17 Post-Closing Matters

 7.01 Existing Liens

 7.02 Existing Indebtedness

 10.02 Administrative Agent&rsquo;s Office, Certain Addresses for
Notices

 EXHIBITS

 Form of

 A Loan Notice

 B Swing Line Loan Notice

 C Revolving Credit Note

 D Compliance Certificate

 E Assignment and Assumption

 F United States Tax Compliance Certificate

 G Designated Borrower Request and Assumption Agreement

 H Designated Borrower Notice

 I Prepayment Notice

 vi

 CREDIT AGREEMENT

 This CREDIT AGREEMENT (&ldquo; Agreement &rdquo;)
is entered into as of June 10, 2026, among AECOM, a Delaware corporation (the &ldquo; Company &rdquo;), certain Domestic Subsidiaries
of the Company that are Restricted Subsidiaries and are from time to time party hereto pursuant to Section 2.15 (each a &ldquo; Designated
Borrower &rdquo; and, together with the Company, the &ldquo; Borrowers &rdquo; and each, a &ldquo; Borrower &rdquo;), each
lender from time to time party hereto (collectively, the &ldquo; Lenders &rdquo; and individually, a &ldquo; Lender &rdquo;),
and BANK OF AMERICA, N.A., as Administrative Agent and the Swing Line Lender.

 PRELIMINARY STATEMENTS :

 The Company has requested
that the Lenders provide a revolving credit facility to the Company and the other Borrowers party hereto from time to time, and the Lenders
have indicated their willingness to lend under such revolving credit facility on the terms and subject to the conditions set forth herein.

 In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows:

 ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

 1.01             Defined
Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

 &ldquo; 2033 Notes &rdquo;
means the Company&rsquo;s 6.000% Senior Notes due 2033, issued on July 22, 2025.

 &ldquo; Acceptable Intercreditor
Agreement &rdquo; means, collectively, the Existing Credit Agreement Intercreditor Agreement and each other intercreditor agreement
that is reasonably satisfactory to the Administrative Agent among the Administrative Agent and one or more representatives for the holders
of any Indebtedness that is intended to be secured by the Collateral (or any portion thereof) on a pari passu or junior, as applicable,
basis with the Obligations.

 &ldquo; Act &rdquo; has
the meaning specified in Section 10.18 .

 &ldquo; Additional Commitment
Lender &rdquo; has the meaning specified in Section 2.16(d) .

 &ldquo; Administrative Agent &rdquo;
means Bank of America in its capacity as administrative agent under any of the Loan Documents, and any branch, office or Affiliate of
it, or any successor administrative agent.

 &ldquo; Administrative Agent&rsquo;s
Office &rdquo; means the Administrative Agent&rsquo;s address and, as appropriate, account as set forth on Schedule 10.02 , or
such other address or account as the Administrative Agent may from time to time notify the Company and the Lenders.

 &ldquo; Administrative Questionnaire &rdquo;
means an Administrative Questionnaire in a form supplied from time to time by the Administrative Agent.

 &ldquo; AECOM Capital &rdquo;
means AECOM Capital, Inc. and all existing or newly formed entities engaged in any similar line of business to AECOM Capital, Inc.,
including infrastructure public-private partnership, design-build-finance, real estate investment, development and related assets.

 &ldquo; Affected Financial
Institution &rdquo; means (a) any EEA Financial Institution or (b) any UK Financial Institution.

 1

 &ldquo; Affiliate &rdquo;
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified.

 &ldquo; Aggregate Revolving
Credit Commitments &rdquo; means the Revolving Credit Commitments of all the Revolving Credit Lenders, subject to adjustment pursuant
to the provisions of this Agreement (including Sections 2.06 and 2.16 ).

 &ldquo; Amendment No. 16 &rdquo;
means that certain Amendment No. 16 to Syndicated Facility Agreement with respect to the Existing Credit Agreement, which such amendment
is the last amendment to the Existing Credit Agreement prior to the Closing Date.

 &ldquo; Amendment No. 16
Effective Date &rdquo; means March 10, 2026, the date of effectiveness of Amendment No. 16.

 &ldquo; Anti-Corruption
Laws &rdquo; means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or other applicable Laws related
to anti-corruption and money laundering in Australia.

 &ldquo; Applicable Percentage &rdquo;
means, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving
Credit Facility represented by such Revolving Credit Lender&rsquo;s Revolving Credit Commitment at such time, subject to adjustment as
provided in Section 2.18 . If the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 ,
or if the Commitments have expired, then the Applicable Percentage of each Lender in respect of the Revolving Credit Facility shall be
determined based on the Applicable Percentage of such Lender in respect of the Revolving Credit Facility most recently in effect, giving
effect to any subsequent assignments and to any Lender&rsquo;s status as a Defaulting Lender at the time of determination. The Applicable
Percentage of each Lender as of the Closing Date is set forth opposite the name of such Lender on Schedule 2.01 .

 &ldquo; Applicable Rate &rdquo;
means, with respect to the Revolving Credit Facility and the Revolver Commitment Fees (a) from the Closing Date to (but not including)
the first Business Day after the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(a) for
the fiscal quarter ending September 30, 2026, 0.25% per annum for Base Rate Loans, 1.25% per annum for Term SOFR Loans and Daily
SOFR Loans and 0.15% per annum for the Revolver Commitment Fees, provided , however, that if any Compliance Certificate delivered
after the Closing Date but prior to the Compliance Certificate for the fiscal quarter ending September 30, 2026 indicates an Applicable
Rate or Revolver Commitment Fee amount as determined by the below chart in excess of such amounts, such greater amount shall apply, and
(ii) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as
set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) :

 Pricing
 Level
 Consolidated Leverage Ratio
 Applicable Rate for

 Term SOFR Loans

and Daily SOFR

Loans
 Applicable Rate for

 Base Rate Loans
 Revolver

 Commitment Fees

 1
 &ge; 4.25 to 1.00
 2.00 %
 1.00 %
 0.30 %

 2
 < 4.25 to 1.00, but
 &ge; 3.25 to 1.00
 1.75 %
 0.75 %
 0.25 %

 3
 < 3.25 to 1.00, but
 &ge; 2.50 to 1.00
 1.50 %
 0.50 %
 0.20 %

 4
 <2.50 to 1.00, but > 1.75 to 1.00
 1.25 %
 0.25 %
 0.15 %

 5
 <1.75 to 1.00
 1.125 %
 0.125 %
 0.15 %

 2

 Any increase or decrease in the Applicable Rate
resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the
date a Compliance Certificate is delivered pursuant to Section 6.02(a) ; provided , however , that if a Compliance
Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 1
shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in
each case shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding anything to the contrary
contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) .

 &ldquo; Applicable Revolving
Credit Percentage &rdquo; means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender&rsquo;s Applicable
Percentage in respect of the Revolving Credit Facility at such time.

 &ldquo; Applicant Borrower &rdquo;
has the meaning specified in Section 2.15 .

 &ldquo; Appropriate Lender &rdquo;
means, at any time, (a) with respect to the Revolving Credit Facility, a Lender that has a Commitment with respect thereto or holds
a Loan thereunder at such time and (b) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any
Swing Line Loans are outstanding pursuant to Section 2.04(a) , the Revolving Credit Lenders.

 &ldquo; Approved Commercial
Bank &rdquo; shall mean a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000.

 &ldquo; Approved Fund &rdquo;
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.

 &ldquo; Arrangers &rdquo;
means, collectively, BofA Securities and each other Person listed as a &ldquo;Joint Lead Arranger&rdquo; and/or &ldquo;Joint Bookrunner&rdquo;
on the cover page of this Agreement, in their respective capacities as joint lead arrangers and, as applicable, joint bookrunners.

 &ldquo; Assignment and Assumption &rdquo;
means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required
by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any
other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

 3

 &ldquo; Attributable Indebtedness &rdquo;
means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation,
the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument
that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement
or instrument were accounted for as a Capitalized Lease.

 &ldquo; Audited Financial
Statements &rdquo; means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended September 30,
2025 and the related consolidated statements of income or operations, shareholders&rsquo; equity and cash flows for such fiscal year of
the Company and its Subsidiaries, including the notes thereto.

 &ldquo; Australia &rdquo;
shall mean the Commonwealth of Australia (and includes, where the context requires, any State or Territory of Australia).

 &ldquo; Availability Period &rdquo;
means, in respect of the Revolving Credit Facility, the period from and including the Closing Date to the earliest of (a) the Maturity
Date for the Revolving Credit Facility, (b) the date of termination of all of the Revolving Credit Commitments pursuant to Section 2.06 ,
and (c) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans pursuant to Section 8.02 .

 &ldquo; Bail-In Action &rdquo;
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.

 &ldquo; Bail-In Legislation &rdquo;
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).

 &ldquo; Bank of America &rdquo;
means Bank of America, N.A. and its successors.

 &ldquo; Base Rate &rdquo;
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the
rate of interest in effect for such day as publicly announced from time to time by Bank of America as its &ldquo;prime rate&rdquo; and
(c) Term SOFR plus 1.00%. The &ldquo;prime rate&rdquo; is a rate set by Bank of America based upon various factors including
Bank of America&rsquo;s costs and desired return, general economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America
shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being
used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses
(a) and (b) above and shall be determined without reference to clause (c) above.

 &ldquo; Base Rate Loan &rdquo;
means a Revolving Credit Loan or a Swing Line Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated
in Dollars.

 &ldquo; Beneficial Ownership
Certification &rdquo; means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, if any.

 4

 &ldquo; Beneficial Ownership
Regulation &rdquo; means 31 C.F.R. &sect; 1010.230.

 &ldquo; Benefit Plan &rdquo;
means any of (a) an &ldquo; employee benefit plan &rdquo; (as defined in ERISA) that is subject to Title I of ERISA, (b) a
&ldquo; plan &rdquo; as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA
Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such &ldquo; employee
benefit plan &rdquo; or &ldquo; plan &rdquo;.

 &ldquo; BofA Securities &rdquo;
means BofA Securities, Inc. (and including any designated affiliates of BofA Securities, Inc.).

 &ldquo; Borrower &rdquo;
and &ldquo; Borrowers &rdquo; each has the meaning specified in the introductory paragraph hereto.

 &ldquo; Borrower Materials &rdquo;
has the meaning specified in Section 6.02 .

 &ldquo; Borrowing &rdquo;
means a Revolving Credit Borrowing or a Swing Line Borrowing, as the context may require.

 &ldquo; Business Day &rdquo;
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent&rsquo;s Office is located.

 &ldquo; Capital Expenditures &rdquo;
means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital
asset that, in conformity with GAAP, is required to be capitalized and reflected in the property, plant and equipment or similar fixed
asset accounts in the consolidated balance sheet of such Person and its Subsidiaries (and excluding, for the avoidance of doubt, normal
replacements and maintenance which are properly charged under GAAP to current operations).

 &ldquo; Capitalized Leases &rdquo;
means all leases of (or other agreements conveying the right to use) real or personal property by a Person as lessee or guarantor which
would, in conformity with GAAP, be required to be accounted for as capital leases on the balance sheet of that Person.

 &ldquo; Cash Collateralize &rdquo;
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Swing Line Lender and the Lenders, as
collateral for Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of Swing Line Loans,
cash or deposit account balances or, if the Administrative Agent or the Swing Line Lender shall agree in their sole discretion, other
credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the
Swing Line Lender. &ldquo;Cash Collateral&rdquo; shall have a meaning correlative to the foregoing and shall include the proceeds of such
cash collateral and other credit support.

 &ldquo; Cash Equivalents &rdquo;
means any of the following types of Investments, to the extent owned by the Company or any of its Restricted Subsidiaries:

 (a)            readily
marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality
thereof having maturities of not more than one year from the date of acquisition thereof; provided that the full faith and credit
of the United States of America is pledged in support thereof, or, in the case of a Foreign Subsidiary, readily marketable obligations
issued or directly and fully guaranteed or insured by the government, governmental agency or applicable multinational intergovernmental
organization of the country of such Foreign Subsidiary or backed by the full faith and credit of the government, governmental agency or
applicable multinational intergovernmental organization of the country of such Foreign Subsidiary having maturities of not more than one
year from the date of acquisition thereof;

 5

 (b)            readily
marketable obligations issued by any state of the United States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition thereof and having, at the time of acquisition, a credit
rating of at least &ldquo; A &rdquo; (or the then equivalent grade) from Moody&rsquo;s or S&P;

 (c)            demand
deposits, time deposits, Eurodollar time deposits, repurchase agreements or reverse repurchase agreements with, or insured certificates
of deposit or bankers&rsquo; acceptances of, or that are guaranteed by, any commercial bank that (i) (A) is a Lender or (B) is
organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary
of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and
is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause
(d) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of
not more than one year from the date of acquisition thereof;

 (d)            commercial
paper issued by any Person organized under the laws of any state of the United States of America and rated at least &ldquo;Prime-2&rdquo;
(or the then equivalent grade) by Moody&rsquo;s or at least &ldquo;A-2&rdquo; (or the then equivalent grade) by S&P, in each case
with maturities of not more than one year from the date of acquisition thereof;

 (e)            corporate
promissory notes or other obligations maturing not more than one year after the date of acquisition which at the time of such acquisition
have, or are supported by, an unconditional guaranty from a corporation with similar obligations which have the highest rating obtainable
from Moody&rsquo;s or S&P;

 (f)            Investments,
classified in accordance with GAAP as current assets of the Company or any of its Restricted Subsidiaries, in money market investment
programs registered under the Investment Company Act of 1940, and the portfolios of which are limited solely to Investments of the character,
quality and maturity described in clauses (a) , (b) , (c) , (d) and (e) of this definition;

 (g)            other
short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments
of a type analogous to the foregoing; and

 (h)            solely
with respect to any Foreign Subsidiary, non-Dollar denominated (i) certificates of deposit of, bankers acceptances of, or time deposits
with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its
chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation
and Development, and whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody&rsquo;s
is at least P-1 or the equivalent thereof (any such bank being an &ldquo; Approved Foreign Bank &rdquo;) and maturing within 180
days of the date of acquisition and (ii) equivalents of demand deposit accounts which are maintained with an Approved Foreign Bank.

 &ldquo; Cash Management
Agreement &rdquo; means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit
card, electronic funds transfer and other cash management arrangements.

 &ldquo; Cash Management
Bank &rdquo; means any Person that (a) at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of
a Lender or (b) is a provider of a Cash Management Agreement on the date it becomes a Lender, in each case its capacity as a party
to such Cash Management Agreement.

 6

 &ldquo; CFC &rdquo; means
a Person that is a controlled foreign corporation under Section 957 of the Code.

 &ldquo; CFC Debt &rdquo;
means intercompany loans, Indebtedness or receivables owed or treated as owed by one or more Foreign Subsidiaries.

 &ldquo; Change in Law &rdquo;
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether
or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a &ldquo; Change in Law &rdquo;, regardless of
the date enacted, adopted, issued or implemented.

 &ldquo; Change of Control &rdquo;
means an event or series of events by which any &ldquo;person&rdquo; or &ldquo;group&rdquo; (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries, and any
Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the &ldquo;beneficial owner&rdquo;
(as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 35% or more of the equity
securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted
basis.

 &ldquo; Closing Date &rdquo;
means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 ,
which occurred on June 10, 2026.

 &ldquo; CME &rdquo; means
CME Group Benchmark Administration Limited.

 &ldquo; Code &rdquo;
means the Internal Revenue Code of 1986, as amended.

 &ldquo; Collateral &rdquo;
means all of the &ldquo; Collateral &rdquo; or other similar term referred to in the Collateral Documents and all of the other property
that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the
benefit of the Secured Parties. Notwithstanding anything in the Loan Documents to the contrary, the term &ldquo;Collateral&rdquo; shall
not include any Excluded Assets. The use of the term &ldquo; Collateral &rdquo; in this Agreement or any other Loan Document during
a Collateral and Guarantee Release Period shall mean, as the context indicates, those assets that would have constituted, or would have
been required to constitute, &ldquo;Collateral&rdquo; if such Collateral and Guarantee Release Period were not then in effect.

 &ldquo; Collateral and Guarantee
Reinstatement Event &rdquo; means the occurrence of a &ldquo;Collateral and Guarantee Reinstatement Event&rdquo; as defined in the
Existing Credit Agreement, subject to Section 1.13 .

 &ldquo; Collateral and Guarantee
Release Event &rdquo; means the occurrence of a &ldquo;Collateral and Guarantee Release Event&rdquo; as defined in the Existing Credit
Agreement, subject to Section 1.13 .

 &ldquo; Collateral and Guarantee
Release Period &rdquo; means, each period commencing with the occurrence of a Collateral and Guarantee Release Event, and continuing
until the Collateral and Guarantee Reinstatement Event following such Collateral and Guarantee Release Event.

 7

 &ldquo; Collateral and Guarantee
Requirement &rdquo; means, at any relevant time of determination, any or all of the following (as applicable):

 (a)            each
Significant Subsidiary shall have executed and delivered to the Administrative Agent a Guaranty, provided that in no event shall
AECOM Capital or any of its Subsidiaries be required to be or become a Guarantor or a Loan Party;

 (b)            each
Loan Party shall have executed and delivered to the Administrative Agent (i) a Pledge and Security Agreement or other applicable
Collateral Document with respect to (A) all or substantially all of its assets other than Excluded Assets and (B) the Equity
Interests in its Subsidiaries, limited (1) in the case of pledges of Equity Interests in CFCs and Foreign Holding Companies, to 65%
of such voting Equity Interests and 100% of such non-voting Equity Interests and (2) in the case of any Subsidiary that is disregarded
as an entity from its owner under Treasury Regulations Section 301.7701-3 and substantially all the assets of which consist for U.S.
federal income tax purposes of Equity Interests in a CFC or CFC Debt, to 65% of such Equity Interests, and (ii) if applicable, an
Intellectual Property Security Agreement;

 (c)            [reserved];

 (d)            to
the extent required to be delivered pursuant to the terms of the applicable Collateral Documents and the Existing Credit Agreement Intercreditor
Agreement, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments
as may be necessary or appropriate to perfect the Administrative Agent&rsquo;s and the Secured Parties&rsquo; security interest in such
Collateral;

 (e)            subject
to the terms of the Existing Credit Agreement Intercreditor Agreement, all (i) certificates (including certificates representing
Equity Interests and powers in blank with respect thereto, subject to clause (b) of this definition), agreements, documents and instruments,
including UCC financing statements, required by the Collateral Documents and as reasonably requested by the Administrative Agent to be
filed, delivered, registered or recorded to create the Liens intended to be created by the Collateral Documents and perfect such Liens
to the extent required by, and with the priority required by, the Collateral Documents and the other provisions of the term &ldquo; Collateral
and Guarantee Requirement, &rdquo; shall have been filed, registered or recorded or delivered to the Administrative Agent for filing,
registration or recording and (ii) Taxes, fees and other charges in connection with the execution, delivery, recording, filing and
registration of any of the Loan Documents shall have been paid;

 (f)            in
the case of any of the foregoing executed and delivered after the Closing Date, to the extent reasonably requested by the Administrative
Agent, the Administrative Agent shall have received documents, Organization Documents, certificates, resolutions and opinions of the type
referred to in Section 4.01(a)(iii) , (iv) and (v) with respect to each such Person and its Guarantee
and/or provision and perfection of Collateral; and

 (g)            copies
of insurance policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty,
property, terrorism and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents;

 8

 provided that the Collateral
shall not include, and the Collateral and Guarantee Requirement shall not require and (notwithstanding anything to the contrary in any
Loan Document) no Loan Document shall require, any of the following: (i) any filings or other action in any jurisdiction outside
of the United States or required by the Laws of any jurisdiction outside of the United States to create or perfect any security interest,
including, without limitation, any intellectual property registered in any jurisdiction outside the United States (it being understood
that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States);
(ii) control agreements or other control, lockbox or similar arrangements with respect to deposit accounts, securities accounts or
other assets requiring perfection by control (but not, for the avoidance of doubt, control by possession, including of certificated Equity
Interests); (iii) any landlord waivers, mortgagee waiver, bailee waivers, subordination agreements, estoppels, collateral access
letters or similar arrangements; (iv) any notices to be sent to account debtors or other contractual third parties (other than during
the continuance of Event of Default); (v) entry into any source code escrow arrangements or registration of intellectual property;
(vi) any actions to perfect, other than by filing of UCC financing statements, letter of credit rights, commercial tort claims (other
than Material Commercial Tort Claims set forth below), fixtures or assigned agreements; (vii) pledges and security interests prohibited
by applicable law, rule or regulation (to the extent such law, rule or regulation is effective under applicable anti-assignment
provisions of the Uniform Commercial Code or other applicable Law (including pursuant to Section 9-406, 9-407, 9-408 or 9-409 of
the Uniform Commercial Code)), other than proceeds and receivables thereof; (viii) Equity Interests in (A) Unrestricted Subsidiaries
or (B) any other person other than wholly-owned Subsidiaries to the extent not permitted by the terms of such Subsidiary&rsquo;s
organizational or joint venture documents; (ix) (A) more than 65% of the voting Equity Interests in any Subsidiary that is a
CFC or Foreign Holding Company, and (B) more than 65% of the Equity Interests in any Subsidiary that is disregarded as an entity
from its owner under Treasury Regulations Section 301.7701-3 and substantially all the assets of which consist for U.S. federal income
tax purposes of Equity Interests in a CFC or CFC Debt; (x) assets to the extent a security interest in such assets would result in
adverse tax consequences to the Company and its Restricted Subsidiaries (including as a result of the operation of Section 956 of
the Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined by the Company and the Administrative
Agent; (xi) any lease, license, contract or other agreement or any property subject to a purchase money security interest or similar
arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license, contract or agreement
or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the Loan Parties), after
giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Law (including pursuant
to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code), other than proceeds and receivables thereof; (xii) any
of the Equity Interests of Foreign Subsidiaries that are held by CFCs or Foreign Holding Companies of the Company; (xiii) any fee-owned
real property or leasehold interests; (xiv) those assets as to which the Administrative Agent and the Company reasonably determine
that the costs of obtaining, perfecting or maintaining a security interest in such assets exceeds the fair market value thereof (which
fair market value shall be determined by the Company in its reasonable judgment) or the practical benefit to the Lenders afforded thereby;
(xv) motor vehicles and other assets to the extent perfection must be obtained through notation on a certificate of title, letter
of credit rights (other than to the extent such rights can be perfected by filing a UCC-1) and commercial tort claims other than Material
Commercial Tort Claims; (xvi) any cash collateral provided to third parties (including sureties) in the ordinary course of business;
(xvii) any intent-to-use trademark application prior to the filing of a &ldquo;Statement of Use&rdquo; or &ldquo;Amendment to Allege
Use&rdquo; with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security
interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal Law;
(xviii) any property and assets the pledge of which would violate applicable Law or any contract, or require any contractual third
party consent or governmental consent, approval, license or authorization (but only to the extent, and for so long as, such requirement
for consent, approval, license or authorization is not rendered ineffective by, or is otherwise unenforceable under, the Uniform Commercial
Code or any other applicable law (including pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code)); (xix) any
goods or assets sold or subject to Liens pursuant to a Qualified Securitization Financing or Receivables Facility or other factoring or
receivables arrangement or supply chain financing permitted hereunder; (xx) any CFC Debt; (xxi) delivery of certificated Equity
Interests in pledged Foreign Subsidiaries for possession if the Administrative Agent and the Company reasonably determine that the cost
of such delivery for possession exceeds the practical benefit to the Lenders afforded thereby; and (xxii) accounts established for
tax benefits, escrow accounts, fiduciary or trust accounts and any funds and other property held in or maintained in any such accounts
(and any assets not required to be granted or pledged pursuant to this proviso shall be referred to as &ldquo; Excluded Assets &rdquo;).
The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title
insurance, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Restricted
Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Restricted Subsidiaries formed or acquired,
after the Closing Date). For the avoidance of doubt, during a Collateral and Guarantee Release Period, the Collateral and Guarantee Requirement
shall not be required to be satisfied, and shall not require any action with respect to the provision of guarantees or the granting or
perfection of any assets or Collateral ( provided the other provisions of this document relating to the provision of Cash Collateral
shall continue to apply).

 9

 &ldquo; Collateral Documents &rdquo;
means, collectively, the Security and Pledge Agreement (including any joinder or supplement thereto or thereof), the Intellectual Property
Security Agreements, each of the collateral assignments, security agreements, pledge agreements or other similar agreements delivered
to the Administrative Agent pursuant to Section 6.12 , and each of the other agreements, instruments or documents that creates
or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations.

 &ldquo; Commitment &rdquo;
means a Revolving Credit Commitment.

 &ldquo; Commodity Exchange
Act &rdquo; means the Commodity Exchange Act (7 U.S.C. &sect; 1 et seq.), as amended from time to time, and any successor statute.

 &ldquo; Communication &rdquo;
means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request,
statement, disclosure or authorization related to any Loan Document.

 &ldquo; Company &rdquo;
has the meaning specified in the introductory paragraph hereto.

 &ldquo; Compliance Certificate &rdquo;
means a certificate substantially in the form of Exhibit D .

 &ldquo; Conforming Changes &rdquo;
means, with respect to the use, administration of or any conventions associated with Daily SOFR, SOFR, Term SOFR or any proposed SOFR
Successor Rate, as applicable, any conforming changes to the definitions of &ldquo;Base Rate&rdquo;, &ldquo;Daily SOFR&rdquo;, &ldquo;Term
SOFR&rdquo; and &ldquo;Interest Period&rdquo;, timing and frequency of determining rates and making payments of interest and other technical,
administrative or operational matters (including, for the avoidance of doubt, the definitions of &ldquo;Business Day&rdquo; and &ldquo;U.S.
Government Securities Business Day&rdquo;, timing of borrowing requests or prepayment, conversion or continuation notices and length of
lookback periods) as may be appropriate, in the reasonable discretion of the Administrative Agent (in consultation with the Company),
to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative
Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably determines that adoption of
any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists,
in such other manner of administration as the Administrative Agent reasonably determines is reasonably necessary in connection with the
administration of this Agreement and any other Loan Document).

 &ldquo; Connection Income
Taxes &rdquo; means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.

 10

 &ldquo; Consolidated EBITDA &rdquo;
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 (or, in the case of clause (xiii) below, not included) in calculating
the Consolidated Net Income of such Person for such period:

 (i)            provision
for Federal, state, local and foreign 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,
Swap Contract (including, for the avoidance of doubt, any Permitted Convertible Indebtedness Hedging Agreement), recapitalization permitted
under the Loan Documents or the incurrence of Indebtedness permitted to be incurred under the Loan Documents (including a refinancing
thereof) (whether or not successful), or Receivables Facilities or Securitization Facilities (including any Securitization Fees), including
(A) such fees, expenses or charges related to any other credit facilities and (B) any amendment or other modification of the
Loan Documents and any other credit facilities; plus

 (v)          the
amount of any restructuring charges, accruals or reserves and business optimization expenses, including any restructuring costs and integration
costs incurred in connection with any equity offering, Investment, acquisition, Disposition or recapitalization permitted under the
Loan Documents or the incurrence of Indebtedness permitted to be incurred under the Loan Documents (including a refinancing thereof) (whether
or not successful), costs related to the closure, relocation, reconfiguration and/or consolidation of facilities and costs to relocate
employees, integration and transaction costs, retention charges, severance, contract termination costs, expenses attributable to the implementation
of costs savings initiatives, costs associated with tax projects/audits and costs consisting of professional consulting or other fees
relating to any of the foregoing, so long as the aggregate amount thereof, when taken together with any amounts added back pursuant to
below clause (xi), does not exceed an amount equal to 25% of Consolidated EBITDA for any four-quarter period (measured prior to giving
effect to the addbacks in this clause (v) and clause (xi) below); 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 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

 11

 (vii)         all
expenses and charges relating to non-controlling Equity Interests and equity income in non-wholly owned Restricted Subsidiaries; plus

 (viii)        any
costs or expense incurred pursuant to (x) any management equity plan or stock option plan or (y) any other management or employee
benefit plan or agreement or any stock subscription or shareholder agreement, in the case of this clause (y) to the extent that such
costs or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity
Interests of the Company (other than Disqualified Stock); plus

 (ix)          cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not included in Consolidated EBITDA or Consolidated Net
Income in any period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant
to paragraph (b) below for any previous period and not otherwise added back in such period or any other period; plus

 (x)           cash
distributions of income received from non-consolidated Joint Ventures and other non-consolidated Minority Investment entities, attributable
to the ownership of such Person in such entities; plus

 (xi)          cost
savings, expense reductions, operating improvements, integration savings and synergies, in each case, projected by the Company in good
faith to be realized as a result of actions to be taken within 24 months of any date of determination, so long as the aggregate amount
thereof, when taken together with any amounts added back pursuant to above clause (v), does not exceed an amount equal to 25% of Consolidated
EBITDA for any four-quarter period (measured prior to giving effect to the addbacks in this clause (xi) and clause (v) above);

 (b)            decreased
(without duplication) by the following to the extent included in calculating the Consolidated Net Income of such Person for such period:

 (i)            non-cash
gains other than (A) non-cash gains to the extent they represent the reversal of an accrual or cash reserve for a potential cash
item that reduced Consolidated EBITDA in any prior period and (B) non-cash gains with respect to cash actually received in a prior
period so long as such cash did not increase Consolidated EBITDA in such prior period; plus

 (ii)           earnings
of non-consolidated Joint Ventures and other non-consolidated Minority Investment entities, attributable to the ownership of such Person
in such entities; plus

 (iii)          cash
payments corresponding to any non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income to the extent
such items were included in Consolidated EBITDA in a prior period pursuant to clause (a)(vi) of this definition.

 Unless the context indicates otherwise,
Consolidated EBITDA as used herein shall be of the Company and its Restricted Subsidiaries.

 &ldquo; Consolidated First
Lien Indebtedness &rdquo; shall mean, as of any date of determination, Consolidated Funded Indebtedness of the Company and its Restricted
Subsidiaries (including the Obligations) that is secured by a Lien on the Collateral on an equivalent priority basis (but, in each case,
without regard to control of remedies) with the Liens on the Collateral securing the Obligations.

 12

 &ldquo; Consolidated First
Lien Leverage Ratio &rdquo; means, as of any date of determination, the ratio of (a) Consolidated First Lien Indebtedness as of
such date to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries on a consolidated basis for the most recently
completed Measurement Period.

 &ldquo; Consolidated Funded
Indebtedness &rdquo; means, as of any date of determination, for the Company and its Restricted Subsidiaries on a consolidated basis
in accordance with GAAP and without duplication, all (a) Indebtedness for borrowed money and all obligations evidenced by notes,
bonds, debentures, loan agreements or similar instruments, (b) Indebtedness in respect of the deferred purchase price of property
or services (which Indebtedness excludes, for the avoidance of doubt, trade accounts payable or similar obligations to a trade creditor
in the ordinary course of business and any contingent earn-out obligation or other contingent obligation related to an acquisition or
an Investment permitted hereunder), (c) Indebtedness arising under letters of credit (excluding Performance Letters of Credit), (d) Guarantees
of the foregoing types of Indebtedness and (e) all Indebtedness of the types referred to in clauses (a) through (d) above
of any partnership in which the Company or a Restricted Subsidiary is a general partner; provided that &ldquo; Consolidated Funded Indebtedness &rdquo;
shall exclude (i) Performance Contingent Obligations, (ii) any payment obligations with respect to the Preferred Stock of the
Company or any Subsidiary, (iii) all obligations under any Swap Contract (including, for the avoidance of doubt, any Permitted Convertible
Indebtedness Hedging Agreement) and (iv) obligations in respect of any Qualified Securitization Financings or Receivables Facilities.

 &ldquo; Consolidated Interest
Charges &rdquo; means, for any Person for any period, total interest expense of such Person and its Subsidiaries, on a consolidated
basis and without duplication, accrued in that period as shown in the profit and loss statement for that period, determined in accordance
with GAAP, including Revolver Commitment Fees owed with respect to the unused portion of the Facilities, other fees under the Loan Documents,
charges in respect of Financial Letters of Credit and the portion of any obligations under any Capitalized Lease 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, (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, (iv) Securitization
Fees and (v) non-cash interest associated with Permitted Convertible Indebtedness. Unless the context indicates otherwise, Consolidated
Interest Charges as used herein shall be of the Company and its Restricted Subsidiaries.

 &ldquo; Consolidated Leverage
Ratio &rdquo; means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated
EBITDA of the Company and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period.

 &ldquo; Consolidated Net
Income &rdquo; 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 Company
and its Restricted Subsidiaries, there shall be excluded, without duplication, (a) all net after-tax extraordinary, nonrecurring
or unusual gains, losses, income, expenses, reserves and charges of such Person for such period and (b) any consolidated net income
(or loss) allocable to the Unrestricted Subsidiaries of the Company (except to the extent of a distribution from an Unrestricted Subsidiary
to the Company or a Restricted Subsidiary). Unless the context indicates otherwise, Consolidated Net Income as used herein shall be of
the Company and its Restricted Subsidiaries.

 13

 &ldquo; Consolidated Net
Worth &rdquo; means, as of any date of determination, the consolidated stockholders&rsquo; equity of the Company and its Subsidiaries
determined in accordance with GAAP, plus redeemable common stock and common stock units shown on the Company&rsquo;s consolidated balance
sheet, plus an amount equal to the principal amount or liquidation preference of issued and outstanding Preferred Stock of the Company
and its Subsidiaries.

 &ldquo; Consolidated Priority
Indebtedness &rdquo; means all Priority Indebtedness of the Company and its Restricted Subsidiaries (but not Tax Arrangement Priority
Indebtedness) determined on a consolidated basis eliminating intercompany items.

 &ldquo; Contractual Obligation &rdquo;
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is bound.

 &ldquo; Control &rdquo;
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. &ldquo; Controlling &rdquo; and &ldquo; Controlled &rdquo;
have meanings correlative thereto.

 &ldquo; Covered Entity &rdquo;
means any of the following: (a) a &ldquo;covered entity&rdquo; as that term is defined in, and interpreted in accordance with, 12
C.F.R. &sect; 252.82(b); (b) a &ldquo;covered bank&rdquo; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&sect; 47.3(b); or (c) a &ldquo;covered FSI&rdquo; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &sect;
382.2(b).

 &ldquo; Credit Extension &rdquo;
means a Borrowing.

 &ldquo; Cumulative Available
Amount &rdquo; means, as of any date of determination, the sum (without duplication) of:

 (a)            the
greater of (i) $750,000,000 and (ii) 50% of LTM EBITDA plus

 (b)            an
amount, not less than zero, equal to 50% of Consolidated Net Income for the period (taken as one accounting period) from (and including)
the fiscal quarter ended June 30, 2024, to the end of the fiscal quarter most recently ended in respect of which financial statements
have been delivered pursuant to Section 6.01(a) or Section 6.01(b) ; plus

 (c)            the
aggregate proceeds (including the aggregate fair market value of any assets or property) received by the Company from the issue or sale
of its Equity Interests (other than Disqualified Stock) from and after the Amendment No. 16 Effective Date (other than an issuance
or sale to (x) a Subsidiary of the Company or (y) an employee stock ownership plan or other trust established by the Company
or any of its Subsidiaries to the extent such sale to an employee stock ownership plan or other trust is financed by loans from or Guaranteed
by the Company or any Subsidiary, unless such loans have been repaid with cash on or prior to the date of determination); plus

 (d)            the
amount by which Indebtedness of the Company or its Subsidiaries issued from and after the Amendment No. 16 Effective Date is reduced
on the Company&rsquo;s consolidated balance sheet upon the conversion or exchange of such Indebtedness for Equity Interests (other than
Disqualified Stock) of the Company (less the amount of any cash or the fair market value of other property distributed by the Company
or any Subsidiary upon such conversion or exchange).

 14

 &ldquo; Customary Permitted
Liens &rdquo; means (a) Liens (other than Environmental Liens and any Lien imposed under ERISA) for Taxes, assessments or charges
of any Governmental Authority or claims not yet due or (or, if failure to pay prior to delinquency but after the due date does not result
in additional amounts being due, which are not yet delinquent) or the payment of which is not, at such time, required by Section 6.04,
(b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, customs and revenue authorities and
other Liens (other than any Lien imposed under ERISA) imposed by law and created in the ordinary course of business for amounts not yet
due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate
provisions are being maintained in accordance with the provisions of GAAP, (c) Liens (other than any Lien imposed under ERISA) incurred
or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds and Liens securing obligations
under indemnity agreements for surety bonds) or other Liens in connection with workers&rsquo; compensation, unemployment insurance and
other types of social security benefits, (d) Liens consisting of any right of offset, or any statutory or consensual banker&rsquo;s
lien, on bank deposits or securities accounts maintained in the ordinary course of business so long as such bank deposits or securities
accounts are not established or maintained for the purpose of providing such right of offset or banker&rsquo;s lien, (e) easements
(including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations,
encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded), which do not interfere materially
and adversely with the ordinary conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, (f) building
restrictions, zoning laws, entitlements, conservation and environmental restrictions and other similar statutes, law, rules, regulations,
ordinances and restrictions, now or at any time hereafter adopted by any Governmental Authority having jurisdiction, (g) Liens in
connection with sales of receivables in connection with energy service company projects, (h) licenses, sublicenses, leases or subleases
granted to third parties and not interfering in any material respect with the ordinary conduct of the business of the Company and the
Restricted Subsidiaries, taken as a whole, (i) any (A) interest or title of a lessor or sublessor under any lease not prohibited
by this Agreement, (B) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (C) subordination
of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (B), so long
as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease, (j) Liens
in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation
of goods, (k) Liens in favor of United States or Canadian Governmental Authorities on deposit accounts in connection with auctions
conducted on behalf of such Governmental Authorities in the ordinary course of business; provided that such Liens apply only to the amounts
actually obtained from auctions conducted on behalf of such Governmental Authorities, (l) the reservations, limitations, provisos
and conditions expressed in any original grants from the Crown in right of Canada of real or immoveable property, which do not materially
impair the use of the affected land for the purpose used or intended to be used by that Person and (m) any security interest for
the purposes of Section 12(3) of the PPSA that does not secure payment or performance of an obligation.

 &ldquo; Daily SOFR &rdquo;
means, with respect to any applicable determination date, the rate per annum equal to SOFR published on the second U.S. Government Securities
Business Day preceding such date by the Federal Reserve Bank of New York (or a successor administrator) on the Federal Reserve Bank of
New York&rsquo;s website (or any successor source); provided however that if such determination date is not a U.S. Government Securities
Business Day, then SOFR means such rate that applied on the first U.S. Government Securities Business Day immediately prior thereto. Any
change in Daily SOFR shall be effective from and including the date of such change without further notice. If Daily SOFR as so determined
above would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

 &ldquo; Daily SOFR Loan &rdquo;
means a Loan that bears interest at a rate based on Daily SOFR.

 15

 &ldquo; Debtor Relief Laws &rdquo;
means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies&rsquo; Creditors Arrangement
Act (Canada), the Insolvency Act 1986 of England and Wales (as amended by the Enterprise Act 2002), and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor
relief Laws of the United States or other applicable jurisdictions from time to time in effect.

 &ldquo; Deemed Approved &rdquo;
or &ldquo; Deemed Approval &rdquo; has the meaning specified in Section 1.13(g) .

 &ldquo; Default &rdquo;
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

 &ldquo; Default Rate &rdquo;
means (a) when used with respect to Base Rate Loans, an interest rate equal to (i) the Base Rate plus (ii) the Applicable
Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; (b) when used with respect to Daily SOFR Loans or
Term SOFR Loans, as applicable, an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such
Daily SOFR Loan or Term SOFR Loan, as applicable, plus 2% per annum; and (c) when used with respect to any other Obligations,
an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate applicable to Base Rate Loans plus (iii) 2%
per annum.

 &ldquo; Defaulting Lender &rdquo;
means, subject to Section 2.18(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and
the Company in writing that such failure is the result of such Lender&rsquo;s determination that one or more conditions precedent to funding
(each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been
satisfied, or (ii) pay to the Administrative Agent, the Swing Line Lender or any other Lender any other amount required to be paid
by it hereunder (including in respect of its participation in Swing Line Loans) within two Business Days of the date when due, (b) has
notified the Company, the Administrative Agent or the Swing Line Lender in writing that it does not intend to comply with its funding
obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender&rsquo;s
obligation to fund a Loan hereunder and states that such position is based on such Lender&rsquo;s determination that a condition precedent
to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public
statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or
the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations
hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such
written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has,
(i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business
or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity
or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority
so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority)
to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the
effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting
Lender (subject to Section 2.18(b) ) as of the date established therefor by the Administrative Agent in a written notice of
such determination, which shall be delivered by the Administrative Agent to the Company, the Swing Line Lender and each other Lender promptly
following such determination.

 16

 &ldquo; Delaware LLC &rdquo;
shall mean any limited liability company organized or formed under the laws of the State of Delaware.

 &ldquo; Delaware LP &rdquo;
shall mean any limited partnership organized or formed under the laws of the State of Delaware.

 &ldquo; Designated Borrower &rdquo;
has the meaning specified in the introductory paragraph hereto. As of the Closing Date, there are no Designated Borrowers.

 &ldquo; Designated Borrower
Notice &rdquo; has the meaning specified in Section 2.15 .

 &ldquo; Designated Borrower
Request and Assumption Agreement &rdquo; has the meaning specified in Section 2.15 .

 &ldquo; Designated Non-Cash
Consideration &rdquo; means, as of any date of measurement, the fair market value (as determined in good faith by the Company) of all
non-cash consideration received by the Company and its Restricted Subsidiaries in connection with a Disposition that is so designated
as &ldquo;Designated Non-Cash Consideration&rdquo; pursuant to a certificate of a Responsible Officer of the Company.

 &ldquo; Disclosed Litigation &rdquo;
means litigation disclosed in the Forms 10-K and 10-Q filed by the Company or the Target with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, prior to the Closing Date.

 &ldquo; Disposition &rdquo;
or &ldquo; Dispose &rdquo; means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction
and any disposition effected pursuant to a Division) of any property by any Person, including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

 &ldquo; Disqualified Institution &rdquo;
means, on any date, (a) any Person designated by the Company to Bank of America, in its capacity as Arranger, as a &ldquo;Disqualified
Institution&rdquo; by written notice delivered on or prior to the Closing Date, (b) any other Person that is or becomes a competitor
of the Company or any of its Restricted Subsidiaries, which Person has been designated by the Company (specifying such Person by legal
name) as a &ldquo;Disqualified Institution&rdquo; by written notice to the Administrative Agent and the Lenders (by posting such notice
to the Platform) not less than 2 Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) prior
to such date (a &ldquo; Competitor &rdquo;) and (c) any Affiliates of any such entities identified under clauses (a) and
(b) of this definition that are either (i) clearly identifiable as Affiliates on the basis of such Affiliate&rsquo;s legal name
or (ii) identified in writing by legal name in a written notice to the Administrative Agent and the Lenders (by posting such notice
to the Platform) not less than 2 Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) prior
to such date; provided that &ldquo;Disqualified Institutions&rdquo; shall exclude (x) any Person that the Company has designated
as no longer being a &ldquo;Disqualified Institution&rdquo; by written notice delivered to the Administrative Agent and the Lenders from
time to time and (y) any bona fide debt fund or investment vehicle of any Competitor that is engaged in making, purchasing, holding
or otherwise investing in commercial loans, fixed-income instruments, bonds and similar extensions of credit in the ordinary course of
business with separate fiduciary duties to investors in such fund or vehicle.

 17

 &ldquo; Disqualified Stock &rdquo;
means, with respect to any Person, any Equity Interest that by its terms, or by the terms of any security into which it is convertible
or for which it is exchangeable or exercisable, or upon the happening of any event:

 (a)            matures
or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

 (b)            is
convertible or exchangeable for Indebtedness or Disqualified Stock, excluding Equity Interests convertible or exchangeable solely at the
option of the Company or a Restricted Subsidiary, provided that any such conversion or exchange shall be deemed an incurrence of
Indebtedness or Disqualified Stock, as applicable; or

 (c)            is
redeemable at the option of the holder thereof, in whole or in part;

 in the case of each of clauses
(a), (b) and (c), on or prior to the date that is one year after the latest Maturity Date then in effect (as of the date of the issuance,
grant, sale, distribution or other provision of such Equity Interests to holders thereof); provided that any Equity Interest that
would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase
or redeem such Equity Interest upon the occurrence of an &ldquo;asset sale&rdquo; or &ldquo;change of control&rdquo; occurring prior to
the date that is one year after the latest Maturity Date (as of the date of the issuance, grant, sale, distribution or other provision
of such Equity Interests to holders thereof) shall not constitute Disqualified Stock if the &ldquo;asset sale&rdquo; or &ldquo;change
of control&rdquo; provisions applicable to such Equity Interests are not more favorable to the holders of such Equity Interests than the
provisions of Section 7.05 or of Section 8.01(k) to the Lenders.

 &ldquo; Division &rdquo;
means (a) the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware
Limited Liability Company Act and (b) the statutory division of any Delaware LP into two or more Delaware LPs pursuant to Section 17-220
of the Delaware Revised Uniform Limited Partnership Act.

 &ldquo; Dollar &rdquo;
and &ldquo; $ &rdquo; mean lawful money of the United States.

 &ldquo; Domestic Subsidiary &rdquo;
means any Subsidiary that is organized under the laws of any political subdivision of the United States.

 &ldquo; DQ List &rdquo;
has the meaning specified in Section 10.06(h)(iv) .

 &ldquo; EEA Financial Institution &rdquo;
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of
an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

 &ldquo; EEA Member Country &rdquo;
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 &ldquo; EEA Resolution Authority &rdquo;
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.

 18

 &ldquo; Electronic Record &rdquo;
and &ldquo; Electronic Signature &rdquo; shall have the meanings assigned to them, respectively, by 15 USC &sect;7006, as it may
be amended from time to time.

 &ldquo; Eligible Assignee &rdquo;
means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) , (iv) , (v) and
 (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)) . For the avoidance of
doubt, any Disqualified Institution is subject to Section 10.06(h) .

 &ldquo; Environment &rdquo;
means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources
such as wetland, flora and fauna.

 &ldquo; Environmental Laws &rdquo;
means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits
or governmental restrictions relating to pollution or the protection of the Environment or human health (to the extent related to exposure
to Hazardous Materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or
threat of Release of Hazardous Materials.

 &ldquo; Environmental Liability &rdquo;
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or
based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) Release or threatened Release of any Hazardous
Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect
to any of the foregoing.

 &ldquo; Environmental Lien &rdquo;
means a Lien in favor of any Governmental Authority for (1) any liability under any Environmental Laws, or (2) damages arising
from or costs incurred by such Governmental Authority in response to a Release or threatened Release of Hazardous Materials.

 &ldquo; Environmental Permit &rdquo;
means any permit, approval, identification number, license or other authorization from a governmental agency required under any Environmental
Law.

 &ldquo; Equity Interests &rdquo;
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership
or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on
any date of determination; provided, that, notwithstanding the foregoing, in no event will Permitted Convertible Indebtedness, Permitted
Convertible Indebtedness Hedging Agreements or any debt instrument that is convertible or exchangeable into common stock of the Company
constitute Equity Interests.

 &ldquo; ERISA &rdquo;
means the Employee Retirement Income Security Act of 1974.

 &ldquo; ERISA Affiliate &rdquo;
means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).

 19

 &ldquo; ERISA Event &rdquo;
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a
Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete
or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment
as a termination under Section 4041 or 4041A of ERISA; (e) the initiation by the PBGC of proceedings to terminate a Pension
Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan; (g) notification of a determination that any Pension Plan or Multiemployer Plan is
considered an at risk plan or a plan in endangered or critical status within the meaning of Section 430, 431 and 432 of the Code
or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate; or (i) a failure by the Company
or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether
or not waived, or the failure by the Company or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

 &ldquo; Escrow Liens &rdquo;
means, with respect to any Indebtedness that is funded into escrow, Liens securing such Indebtedness on all funds and related assets held
in the related escrow account (and the proceeds thereof) until such funds are released from escrow.

 &ldquo; EU Bail-In Legislation
Schedule &rdquo; means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in
effect from time to time.

 &ldquo; Event of Default &rdquo;
has the meaning specified in Section 8.01 .

 &ldquo; Excluded Assets &rdquo;
has the meaning given thereto in the proviso to the definition of Collateral and Guarantee Requirement.

 &ldquo; Excluded Subsidiary &rdquo;
means (a) any Foreign Holding Company, (b) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary,
(c) any Foreign Subsidiary, (d) any Subsidiary that is prohibited by applicable Law or contract (with respect to any such contractual
restriction, only to the extent existing on the Closing Date or the date on which the applicable Person becomes a direct or indirect Subsidiary
of the Company (and not created in contemplation of such acquisition)) from guaranteeing the Obligations or which would require governmental
(including regulatory) consent, approval, license or authorization to provide a Guarantee (unless such consent, approval, license or authorization
has been received), (e) any bankruptcy remote special purpose receivables entity or captive insurance company designated by the Company
and permitted hereunder, (f) in the case of any obligation under any hedging arrangement that constitutes a &ldquo;swap&rdquo; within
the meaning of section 1(a)(947) of the Commodity Exchange Act, any Subsidiary of the Company that is not an &ldquo;Eligible Contract
Participant&rdquo; as defined under the Commodity Exchange Act, and (g) Flint USA and its Subsidiaries.

 &ldquo; Excluded Swap Obligation &rdquo;
means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor
of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal
under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official
interpretation of any thereof) by virtue of such Guarantor&rsquo;s failure for any reason to constitute an &ldquo;eligible contract participant&rdquo;
as defined in the Commodity Exchange Act (determined after giving effect to any &ldquo;keepwell, support or other agreement&rdquo; for
the benefit of such Guarantor and any and all guarantees of such Guarantor&rsquo;s Swap Obligations by other Loan Parties) at the time
the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation.
If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such
Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the
first sentence of this definition.

 20

 &ldquo; Excluded Taxes &rdquo;
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from payment to a
Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case
of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that
are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the
account of such Lender with respect to an applicable interest in a Loan or commitment pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under
 Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or
(c), amounts with respect to such Taxes were payable either to such Lender&rsquo;s assignor immediately before such Lender became a party
hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient&rsquo;s failure
to comply with Section 3.01(e) , and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

 &ldquo; Existing Credit
Agreement &rdquo; means that certain Syndicated Facility Agreement dated as of October 17, 2014 by and among the Company, the
borrowers party thereto, the guarantors party thereto, Bank of America (defined below), as the administrative agent, and the lenders party
thereto (as amended through Amendment No. 16 and in effect on the Closing Date, and as further amended, restated, extended, supplemented
or otherwise modified from time to time).

 &ldquo; Existing Credit
Agreement Intercreditor Agreement &rdquo; means that certain Pari Passu Intercreditor Agreement by and among the Administrative Agent,
as collateral for the Secured Parties, Bank of America as collateral agent for the lenders under the Existing Credit Agreement and the
Company.

 &ldquo; Existing Credit
Agreement Provision &rdquo; has the meaning specified in Section 1.13 .

 &ldquo; Facility &rdquo;
means the Revolving Credit Facility.

 &ldquo; Facility Termination
Date &rdquo; means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated,
and (b) all Obligations have been paid in full (other than (i) contingent indemnification obligations that are not yet due and
(ii) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements and Secured Performance Letters
of Credit (other than any such obligations for which notice has been received by the Administrative Agent that either (x) amounts
are currently due and payable under such Secured Cash Management Agreement or Secured Hedge Agreement, or unreimbursed drawings are outstanding
under Secured Performance Letters of Credit, as applicable, or (y) no arrangements reasonably satisfactory to the applicable Cash
Management Bank, Hedge Bank or PLOC Bank have been made)).

 &ldquo; FASB ASC &rdquo;
means the Accounting Standards Codification of the Financial Accounting Standards Board.

 &ldquo; FATCA &rdquo;
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and
any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described
above), any intergovernmental agreement, treaty or convention among Governmental Authorities implementing the foregoing and any fiscal
or regulatory legislation, official rules or practices adopted pursuant to any such intergovernmental agreement, treaty, or convention.

 21

 &ldquo; Federal Funds Rate &rdquo;
means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day&rsquo;s federal funds transactions
by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website
from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective
rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement.

 &ldquo; Fee Letter &rdquo;
means the engagement letter agreement dated May 27, 2026, between the Company and BofA Securities.

 &ldquo; Financial Letter
of Credit &rdquo; means a standby letter of credit supporting obligations owing to third parties.

 &ldquo; Fixed Amounts &rdquo;
shall have the meaning assigned to such term in Section 1.11(b) .

 &ldquo; Flint USA &rdquo;
means Flint USA Inc., a Colorado corporation (or any successor thereto as a result of a change of legal entity form, reincorporation or
similar non-substantive transaction).

 &ldquo; Foreign Holding
Company &rdquo; means any Subsidiary all or substantially all of the assets of which are comprised of Equity Interests in one or more
Foreign Subsidiaries or CFC Debt.

 &ldquo; Foreign Lender &rdquo;
means, with respect to any Borrower (a) if such Borrower is a U.S. Person, a Lender (i) that is not disregarded as separate
from its owner for U.S. federal income tax purposes and that is not a U.S. Person or (ii) that is disregarded as separate from its
owner for U.S. federal income tax purposes and whose regarded owner is not a U.S. Person, and (b) if such Borrower is not a U.S.
Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for
tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute
a single jurisdiction.

 &ldquo; Foreign Subsidiary &rdquo;
means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District
of Columbia.

 &ldquo; FRB &rdquo; means
the Board of Governors of the Federal Reserve System of the United States.

 &ldquo; Fronting Exposure &rdquo;
means, at any time there is a Defaulting Lender, with respect to the Swing Line Lender, such Defaulting Lender&rsquo;s Applicable Percentage
of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender&rsquo;s participation obligation has been reallocated
to other Revolving Credit Lenders in accordance with the terms hereof.

 &ldquo; Fund &rdquo;
means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its activities.

 &ldquo; GAAP &rdquo;
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are
applicable to the circumstances as of the date of determination, but subject in all respects to the provisions of Section 1.03 .

 22

 &ldquo; Governmental Authority &rdquo;
means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).

 &ldquo; Guarantee &rdquo;
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by another Person (the &ldquo; primary obligor &rdquo;)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment
or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof
(in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of
such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be as set forth in Section 1.10. The term &ldquo; Guarantee &rdquo;
as a verb has a corresponding meaning.

 &ldquo; Guarantors &rdquo;
means, collectively, (a) each Significant Subsidiary of the Company (other than Excluded Subsidiaries), (b) any other Person
that is from time to time party to the Guaranty or any other agreement pursuant to which it guarantees the Obligations or any portion
thereof and (c) the Company with respect to (i) obligations owing by any Subsidiary of the Company under any Secured Hedge Agreement,
Secured Cash Management Agreement or Secured Performance Letter of Credit, (ii) the payment and performance by each Specified Loan
Party of its obligations under its Guaranty with respect to all Swap Obligations and (iii) Obligations owing by any Borrower other
than the Company. Notwithstanding anything herein or in any other Loan Document to the contrary, no Excluded Subsidiary shall constitute
a Guarantor and in no event shall any Excluded Subsidiary, AECOM Capital or any of its Subsidiaries be required to be or become Guarantors.

 &ldquo; Guaranty &rdquo;
means that certain Guaranty Agreement dated as of the Closing Date, by the Borrowers and the Guarantors in favor of the Administrative
Agent and the Secured Parties, and including as supplemented or joined from time to time by the execution and delivery of supplements
and joinders as provided therein or as otherwise reasonably acceptable to the Administrative Agent, and any other document pursuant to
which any Person Guarantees any portion of the Obligations.

 &ldquo; Hazardous Materials &rdquo;
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants including petroleum
or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any
Environmental Law.

 &ldquo; Hedge Bank &rdquo;
means any Person that (a) at the time it enters into a Swap Contract permitted under Article VI or VII , is a Lender
or an Affiliate of a Lender or (b) is a party to a Swap Contract permitted under Article VI or VII on the date
it becomes a Lender, in each case in its capacity as a party to such Swap Contract.

 23

 &ldquo; Increased Amount &rdquo;
of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion
of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness or in the
form of common Equity Interests of the Company, the accretion of original issue discount or liquidation preference and increases in the
amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies.

 &ldquo; Incremental Equivalent
Debt &rdquo; has the meaning set forth in the Existing Credit Agreement, subject to Section 1.13 hereof.

 &ldquo; Incremental Increase &rdquo;
has the meaning set forth in the Existing Credit Agreement, subject to Section 1.13 hereof.

 &ldquo; Indebtedness &rdquo;
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:

 (a)            all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;

 (b)            the
maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers&rsquo; acceptances, bank guaranties, surety bonds and similar instruments (other than Performance Contingent Obligations and any
Guarantees thereof and contingent obligations under or relating to bank guaranties or surety bonds);

 (c)            net
obligations of such Person under any Swap Contract if and to the extent such obligations would appear as a liability on a balance sheet
(excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

 (d)            all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable or similar obligations
to a trade creditor in the ordinary course of business and other than any contingent earn-out obligation or other contingent obligation
related to a Permitted Acquisition or an Investment permitted hereunder);

 (e)            Indebtedness
of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided,
however, that the amount of Indebtedness of such Person shall be the lesser of (i) the fair market value of such asset at such date
of determination and (ii) the amount of such Indebtedness of such other Person;

 (f)            all
Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person;

 (g)            the
amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with
respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends); and

 (h)            all
Guarantees of such Person in respect of any of the foregoing Indebtedness.

 24

 For all purposes hereof, the
Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner. The amount of
any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount
of any Guarantee of Indebtedness shall be determined in accordance with the definition of &ldquo; Guarantee. &rdquo; Notwithstanding
the foregoing, Indebtedness of the Company and its Restricted Subsidiaries shall not include short-term intercompany payables between
or among two or more of the Company and its Restricted Subsidiaries arising from cash management transactions. For the avoidance of doubt,
and without limitation of the foregoing, (x) obligations under any Permitted Convertible Indebtedness Hedging Agreements shall not
constitute Indebtedness and (y) Permitted Convertible Indebtedness shall at all times prior to the repurchase, conversion or payment
thereof be valued at the full stated principal amount thereof and shall not include any reduction or appreciation in value of the shares
and/or cash deliverable upon conversion thereof.

 &ldquo; Indemnified Taxes &rdquo;
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes.

 &ldquo; Indemnitees &rdquo;
has the meaning specified in Section 10.04(b) .

 &ldquo; Information &rdquo;
has the meaning specified in Section 10.07 .

 &ldquo; Inside Maturity
Indebtedness &rdquo; has the meaning (and at any time of measurement, the available balance) set forth in the Existing Credit Agreement,
subject to Section 1.13 hereof.

 &ldquo; Intellectual Property
Security Agreement &rdquo; has the meaning specified in the Security and Pledge Agreement.

 &ldquo; Interest Payment
Date &rdquo; means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity
Date of the Revolving Credit Facility; provided , however , that if any Interest Period for a Term SOFR Loan exceeds three
months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates;
and (b) as to any Base Rate Loan, Daily SOFR Loan or Swing Line Loan, the last Business Day of each March, June, September and
December and the Maturity Date of the Revolving Credit Facility.

 &ldquo; Interest Period &rdquo;
means, as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a
Term SOFR Loan and ending on the date one, three or six months thereafter (in each case, subject to availability), as selected by the
Company in its Loan Notice, or such other period that is twelve months or less requested by the Company and consented to by all the Appropriate
Lenders; provided that:

 (i)            any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,
in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the
next preceding Business Day;

 (ii)           any
Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar
month at the end of such Interest Period; and

 (iii)          no
Interest Period shall extend beyond the Maturity Date.

 25

 &ldquo; Investment &rdquo;
means, as to any Person, any direct or indirect acquisition or investment by such Person by means of any of (a) the purchase or other
acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt
of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in
one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance,
the amount of any Investment not consisting of a Guarantee at any time outstanding shall be (i) the amount actually invested (whether
in cash, Cash Equivalents or in kind), without adjustment for subsequent increases or decreases in the value of such Investment, minus
(ii) the amount of dividends or distributions received in connection with such Investment and any return of capital or repayment
of principal received in respect of such Investment that, in each case, is received in cash or Cash Equivalents (or, in the event of an
in-kind Investment, in like property). For purposes of covenant compliance, the amount of any Investment consisting of a Guarantee or
other contingent liability at any time outstanding shall be determined in accordance with Section 1.10 . Without limiting the
foregoing, the outstanding amount of any Guarantee or other contingent liability shall be subject to appropriate adjustments for any reduction
of such Guarantee or other contingent liability, and the outstanding amount of any Guarantee or other contingent liability that has been
terminated shall be zero.

 &ldquo; IRS &rdquo; means
the United States Internal Revenue Service.

 &ldquo; ISDA CDS Definitions &rdquo;
shall have the meaning assigned to such term in the last paragraph of Section 10.01.

 &ldquo; ISDA Definitions &rdquo;
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time
to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

 &ldquo; Joint Venture &rdquo;
means a joint venture, partnership or similar arrangement formed for the purpose of performing a single project or series of related projects,
whether in corporate, partnership or other legal form; provided that, in no event shall a Subsidiary be considered a &ldquo; Joint Venture. &rdquo;

 &ldquo; Laws &rdquo;
means, collectively, all international, foreign, Federal, state, provincial and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by
any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders,
directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether
or not having the force of law.

 &ldquo; LCT Election &rdquo;
shall have the meaning assigned to such term in Section 1.11(a) .

 &ldquo; LCT Test Date &rdquo;
shall have the meaning assigned to such term in Section 1.11(a) .

 &ldquo; Lender &rdquo;
has the meaning specified in the introductory paragraph hereto and, unless the context requires otherwise, includes the Swing Line Lender.

 &ldquo; Lender Party &rdquo;
and &ldquo; Lender Recipient Party &rdquo; means collectively, the Lenders and the Swing Line Lender.

 &ldquo; Lending Office &rdquo;
means, as to any Lender, the office or offices of such Lender described as such in such Lender&rsquo;s Administrative Questionnaire, or
such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent, which office may include
any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires
each reference to a Lender shall include its applicable Lending Office.

 26

 &ldquo; Leverage Increase &rdquo;
has the meaning specified in Section 7.11 .

 &ldquo; Lien &rdquo;
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance (including any easement, right-of-way or other
encumbrance on title to real property), lien (statutory or other), charge, or preference, priority or other security interest or preferential
arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention
agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

 &ldquo; Limited Condition
Acquisition &rdquo; shall mean any acquisition (including by means of a merger, amalgamation or consolidation) of, or Investment by
one or more of the Company and its Restricted Subsidiaries in, any assets, business or person the consummation of which is not conditioned
on the availability of, or on obtaining, third-party financing.

 &ldquo; Limited Condition
Transaction &rdquo; means (a) any Limited Condition Acquisition, (b) any redemption, repayment, defeasance, satisfaction
and discharge or repurchase of Indebtedness requiring irrevocable advance notice, (c) declaration of a distribution or dividend in
respect of, or irrevocable advance notice of, or any irrevocable offer to, purchase, redeem or otherwise acquire or retire for value any
Equity Interests of the Company and (d) any Disposition.

 &ldquo; Loan &rdquo;
means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving Credit Loan or a Swing
Line Loan.

 &ldquo; Loan Documents &rdquo;
means, collectively, this Agreement, each Designated Borrower Request and Assumption Agreement, each Note, the Guaranty, each Collateral
Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.17 of this
Agreement, the Existing Credit Agreement Intercreditor Agreement and the Fee Letters.

 &ldquo; Loan Notice &rdquo;
means a notice of (a) a Revolving Credit Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation
of Term SOFR Loans, pursuant to Section 2.02(a) , which shall be substantially in the form of Exhibit A or such
other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system,
as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Company.

 &ldquo; Loan Parties &rdquo;
means, collectively, the Company, the other Borrowers, each Guarantor and each Designated Borrower.

 &ldquo; LTM EBITDA &rdquo;
means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the
date of such determination for which consolidated financial statements have been delivered pursuant to Section 6.01 , in each
case with such pro forma adjustments as are consistent with the pro forma adjustments set forth in Section 1.03(d) .

 &ldquo; Material Adverse
Effect &rdquo; means (a) a material adverse effect on the business, assets, property, liabilities (actual or contingent), financial
condition or results of operations of the Company and its Restricted Subsidiaries, taken as a whole, (b) a material adverse effect
on the legal validity or legal enforceability of the rights or remedies of the agents or the Lenders under the Loan Documents (taken as
a whole) or (c) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their payment obligations
under the Loan Documents (taken as a whole).

 27

 &ldquo; Material Commercial
Tort Claim &rdquo; means any commercial tort claim with respect to which a Loan Party is the plaintiff or a beneficiary and that makes
a claim for damages, or other claim for judgment, in an amount greater than or equal to $30,000,000.

 &ldquo; Material Guarantor &rdquo;
means any Guarantor that is itself a Significant Subsidiary by virtue of satisfying the financial test set forth in the definition of
Significant Subsidiary individually, without giving effect to the aggregation test set forth in the first proviso of such definition.

 &ldquo; Maturity Date &rdquo;
means, with respect to the Revolving Credit Facility, the later of (a) June 9, 2028, and (b) if maturity is extended pursuant
to Section 10.01 , such extended maturity date as determined pursuant to such Section; provided , however , that,
in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

 &ldquo; Measurement Period &rdquo;
means, at any date of determination, the most recently completed four fiscal quarters of the Company.

 &ldquo; Minimum Collateral
Amount &rdquo; means, at any time, with respect to Cash Collateral for Swing Line Loans, an amount determined by the Administrative
Agent and the Swing Line Lender in their sole discretion.

 &ldquo; Minority Investment &rdquo;
means an Investment by the Company or any Restricted Subsidiary in the Equity Interests of another Person (other than the Company or any
Restricted Subsidiary) whose primary business at such time is the same as that of the Company that results in the direct ownership by
the Company or a Restricted Subsidiary of less than 50% (or in the case of the Investment described in Schedule 1.01(a) , of up
to 50%) of the outstanding Equity Interests of such other Person, irrespective of whether the board of directors (or other governing body)
of such Person has approved such Investment; provided that a &ldquo;Minority Investment&rdquo; shall not include (a) Investments
in Joint Ventures existing on the Closing Date, (b) Investments in any securities received in satisfaction or partial satisfaction
from financially troubled account debtors or (c) Investments made or deemed made as a result of the receipt of non-cash consideration
in connection with Dispositions otherwise permitted hereunder.

 &ldquo; Moody&rsquo;s &rdquo;
means Moody&rsquo;s Investors Service, Inc. and any successor thereto.

 &ldquo; Multiemployer Plan &rdquo;
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions
as to which the Company or any ERISA Affiliate could have any liability (contingent or otherwise).

 &ldquo; Multiple Employer
Plan &rdquo; means a Plan which has two or more contributing sponsors (including the Company or any ERISA Affiliate) at least two of
whom are not under common control, as such a plan is described in Section 4064 of ERISA.

 &ldquo; New Financing &rdquo;
has the meaning specified in Section 2.05(a)(i) .

 &ldquo; Net Short Lender &rdquo;
shall have the meaning assigned to such term in the last paragraph of Section 10.01 .

 28

 &ldquo; Non-Consenting Lender &rdquo;
means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected
Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders.

 &ldquo; Non-Core Asset Dispositions &rdquo;
means the Disposition, or series of Dispositions, by the Company or any of its Restricted Subsidiaries of assets (including stock of Subsidiaries)
in or related to the construction management segment of the Company and its Restricted Subsidiaries, in each case to the extent the Company
has determined (in its reasonable discretion) that such assets (including stock of Subsidiaries) are non-core to the continuing operations
of the Company and its Restricted Subsidiaries, taken as a whole, and none of which Dispositions (individually or in the aggregate) constitutes
all or substantially all of the Company&rsquo;s assets.

 &ldquo; Non-Core Asset Disposition
Related Transactions &rdquo; means those intercompany Investments, intercompany Indebtedness (including Guarantees) and other transactions,
in each case to the extent made in connection with, and in furtherance of, any or all of the Non-Core Asset Dispositions, so long as in
connection therewith (i) no assets owned by a Loan Party prior thereto are, after giving effect to such transactions, owned by a
non-Loan Party Restricted Subsidiary of the Company unless (x) such assets are to be Disposed of in a Non-Core Asset Disposition
or (y) the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions
effectuated substantially simultaneously therewith pursuant to Sections 7.04(a) or 7.05(d) that have the effect
of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes
75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a consolidated basis as of
the end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.01 ,
(ii) no Guarantor prior to such transactions continues to be a Restricted Subsidiary of the Company but ceases to be a Guarantor
after giving effect to such transactions unless the aggregate book value of all assets of the Loan Parties after giving effect to such
transactions (and any transactions effectuated substantially simultaneously therewith pursuant to Sections 7.04(a) or 7.05(d) that
have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan
Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a consolidated
basis as of the end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.01 and
(iii) no Default or Event of Default is in existence and continuing at the time of, or would result from, the consummation of any
Non-Core Asset Disposition Transaction.

 &ldquo; Non-Defaulting Lender &rdquo…

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