Material Agreement (Form 8-K)

On March 10, 2026 (the "Amendment Effective Date"), AECOM entered into that certain Amendment No. 16 to Syndicated Facility Agreement (the "Amendment"), by and among AECOM, as borrower, certain subsidiaries of AECOM, as guarantors, the lenders party thereto (the "Lenders") and Bank of America, N.A. (the "Administrative Agent") as administrative agent, swing line lender and an L/C issuer, amending that certain Syndicated Facility Agreement, dated as of October 17, 2014, by and among AECOM, the other borrowers (together with AECOM, the "Borrowers") and guarantors from time to time party thereto, the lenders from time to time party thereto, and the Administrative Agent (as amended, restated, extended, supplemented or otherwise modified prior to the Amendment Effective Date, the "Existing Credit Agreement" and as amended by the Amendment, the "Credit Agreement").

Pursuant to the Amendment, AECOM obtained a new $1.5 billion revolving credit facility (such revolving credit facility, the "Revolving Credit Facility"), a new term loan "A" facility in an aggregate principal amount of $950 million (the "Term Loan A Facility") and a new term loan "B" facility in an aggregate principal amount of $500 million (the "Term Loan B Facility" and together with the Revolving Credit Facility and the Term Loan A Facility, the "Amended Facilities"). The Revolving Credit Facility and the Term Loan A Facility mature on March 10, 2031, which represents a two-year extension of the maturity date applicable to such facilities under the Existing Credit Agreement. The Term Loan B Facility matures on April 19, 2031, which is unchanged from the Existing Credit Agreement. The Term Loan A Facility and Term Loan B Facility were borrowed in full on the Amendment Effective Date in U.S. dollars. Loans under the Revolving Credit Facility may be borrowed, and letters of credit thereunder may be issued, in U.S. dollars or in certain foreign currencies. The Amended Facilities replace in full the existing revolving credit facility and the term loan facilities under the Existing Credit Agreement, and borrowings under the Amended Facilities were used on the Amendment Effective Date to refinance in full the credit facilities under the Existing Credit Agreement.

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

Borrowings under (a) the Revolving Credit Facility (in U.S. dollars) and the Term Loan A Facility will bear interest at a rate per annum equal to, at AECOM's option, (i) a SOFR rate (with a 0% floor) plus a margin ranging from 1.125% to 2% or (ii) a base rate (with a 0% floor) plus a margin ranging from 0.125% to 1%, in each case, with the actual margin determined from time to time on the basis of AECOM's consolidated leverage ratio; and (b) the Revolving Credit Facility in currencies other than U.S. dollars will bear interest at a rate per annum equal to the applicable reference rate for such currency (including any related adjustments), plus the same margin applicable to SOFR rate loans. An unused commitment fee ranging from 0.15% to 0.30% (with the actual fee amount determined from time to time on the basis of AECOM's consolidated leverage ratio) is payable on the average daily undrawn portion of the commitments in respect of the Revolving Credit Facility. Depending on AECOM's achievement of certain pre-set thresholds relating to its CO2 emissions, the applicable margin under the Revolving Credit Facility and the Term Loan A Facility is subject to a positive or negative adjustment by up to 0.025%, and the unused commitment fee applicable to the Revolving Credit Facility is subject to a positive or negative adjustment by up to 0.005%.