0001104659-10-036750 Sample Contracts

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 1st, 2010 • Aecom Technology Corp • Services-engineering services • New York

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 25, 2010, is entered into by and among AECOM Technology Corporation, a Delaware corporation (the “Company”), the several financial institutions identified on the signature pages hereto (hereinafter collectively referred to as the “Lenders” and individually as a “Lender”), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and swing line lender (in such capacity, the “Swing Line Lender”), and Union Bank of California, N.A., Wells Fargo Bank, N.A., BMO Capital Markets Financing, Inc., and BNP Paribas, in their respective capacities as a syndication agent (each, a “Syndication Agent” and collectively, the “Syndication Agents”), with reference to the following facts:

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THIRD AMENDMENT TO TERM CREDIT AGREEMENT
Term Credit Agreement • July 1st, 2010 • Aecom Technology Corp • Services-engineering services • New York

THIS THIRD AMENDMENT TO TERM CREDIT AGREEMENT (this “Amendment”), dated as of June 25, 2010, is entered into by and among Maunsell HK Holdings, Ltd., a limited company organized under the laws of Hong Kong, Faber Maunsell Limited, a limited company organized under the laws of the United Kingdom, W.E. Bassett & Partners Pty. Ltd., a limited company organized under the laws of Australia, Maunsell Group Limited, a limited company organized under the laws of New Zealand, and Maunsell Australia Pty Ltd., a limited company organized under the laws of Australia (each, a “Borrower” and collectively, the “Borrowers”), the several financial institutions identified on the signature pages hereto (hereinafter collectively referred to as the “Lenders” and individually as a “Lender”), Union Bank, N.A. (formerly known as Union Bank of California, N.A.), as administrative agent (the “Administrative Agent”) and Bank of Montreal, acting under its trade name BMO Capital Markets, as the syndication agent (

AECOM TECHNOLOGY CORPORATION $175,000,000 5.43% Senior Notes, Series A, due July 7, 2020 $125,000,000 1.00% Senior Discount Notes, Series B, due July 7, 2022
Note Purchase Agreement • July 1st, 2010 • Aecom Technology Corp • Services-engineering services • New York

AECOM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

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