Exhibit 10.1

MASTER LOAN AND SECURITY AGREEMENT

THIS MASTER LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of October 2, 2026, between SIXTY-FIRST COMMERCIAL FINANCE, LLC (together with its successors and permitted assigns, “Lender”) and SHIMMICK CONSTRUCTION COMPANY, INC. (together with its successors and permitted assigns, “Borrower”). (Section 16 of this Agreement contains the definitions and rules of construction for certain terms used herein.)

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower hereby respectively agree as follows:

SECTION 1. AGREEMENT TO ENTER INTO EQUIPMENT FINANCINGS.

SECTION 2. PAYMENTS. (a) Each Equipment Note shall provide for scheduled “Payments” of principal and interest payable by Borrower to Lender in the amounts and at the times during the “Equipment Note Term” through

and including tIhnteer“nMalaturity Date”, all as provided in the Equipment Note; and Borrower shall pay to Lender all such

Payments and

any and all other amounts payable thereunder as and when due (whether on the scheduled payment date thereof, at the stated maturity, by acceleration, upon written demand or otherwise, as the case may be) pursuant to such Equipment Note or the other Loan Documents (collectively, any and all such Payments and other amounts, the “Loan Payments”); and, if such due date is not a business day, such payment shall be due on the next succeeding business day. All such Loan Payments shall be payable in accordance with Lender’s written directions, in United States Dollars (“U.S. Dollars”) and in immediately available funds. (b) Borrower acknowledges and agrees that: (i) its obligation to pay, and Lender’s right to receive, all Loan Payments in accordance with the related Loan Documents shall be absolute, irrevocable, independent and unconditional and shall not be subject to (and Borrower hereby waives and agrees not to assert) any existing or future abatement, reduction, setoff, defense, counterclaim or recoupment (collectively, “Abatements”) for any reason or under any circumstance whatsoever as to any such Loan Payment (other than the defense of payment in full of all Loan Payments); (ii) it will pay all such Loan Payments regardless of any Abatement; (iii) each Equipment Note, and Borrower’s payment and other obligations under the related Loan Documents, may not be prepaid in whole or in part by Borrower (except as expressly provided herein or therein); and (iv) it shall pay interest accruing at the “Late Payment Rate” specified in the related Equipment Note with respect to any Loan Payment or any other amount not paid when due, from and after the due date thereof through the date of full and final payment. (c) It is the intention of Lender to comply with all applicable usury laws and, accordingly, it is agreed that notwithstanding anything to the contrary contained herein or in any Equipment Note or other Loan Document, in no event shall any provision herein or therein require or permit payment of any amount constituting interest to the extent it is in excess of the maximum amount of interest permitted by applicable law. If necessary to give effect to these provisions, Lender will, at its option, in accordance with applicable law, either refund any amount to Borrower to the extent in excess of that allowed by applicable law, or credit such excess amount against the then unpaid principal balance under the applicable Equipment Note(s). Unless otherwise provided herein, all amounts received under any Equipment Note will be applied, first, to accrued late charges, fees and other costs and expenses due and owing, second, to accrued interest and, third, to unpaid principal payments of the Loan in inverse order of maturity. (d) Unless otherwise agreed by Lender, Borrower shall remit all Payments and any other amounts due hereunder by pre-authorized ACH payment to Lender. Borrower shall execute and deliver to Lender a pre-authorized ACH debit payment authorization in form and substance reasonably satisfactory to Lender.

SECTION 3. GRANT OF SECURITY INTEREST. (a) In order to secure the punctual payment and performance of any and all Obligations as and when due under each Equipment Note and any and all of the other Loan Documents relating thereto and, as a separate grant of security, to secure the payment and performance of all other Obligations owing to Lender or any of Lender’s Affiliates, Borrower grants to Lender a continuing purchase money security interest, or other first priority security interest, in all of Borrower’s right, title and interest in and to all of the following (in each case, wherever located and whether now existing or hereafter acquired, created or existing; (collectively, the “Collateral”): (i) each Item described in the Collateral Schedule to each Equipment Note (including all inventory, fixtures, spare parts, warranty rights or other property comprising or relating to such Item), together with all additions, attachments, accessories and accessions thereto, and all substitutions and replacements therefor, whether or not furnished by the Supplier (collectively, “Appraised Borrower Equipment”); (ii) all embedded and other software and intellectual property and other Intangible Rights, and all manuals and other documentation, related to each such Item; (iii) any cash and cash-equivalent deposits made by Borrower with Lender in connection with such Equipment Note; (iv) all chattel paper, rights under contracts, documents and other rights (including, without limitation, all rights to payment) and general intangibles relating to, or arising out of, the sale or transfer of any such Item or other Collateral; (v) all rights relating to any insurance, indemnity, warranty or guaranty with respect to any such Item, including all insurance and other proceeds payable in respect of any loss of or damage to such Item or other Collateral, and any proceeds in the form of goods (including any returned or repossessed goods); (vi) any and all substitutions, replacements or exchanges for any such Item or other Collateral; (vii) all Additional Borrower Equipment, including all replacements, parts, additions, accessories and substitutions therefor and all related records, manuals and embedded and other software and intellectual property and other Intangible Rights related thereto; (viii) all books and records regarding the foregoing; and (ix) all cash and non-cash proceeds of any of the foregoing. (b) The extent to which Lender’s security interest in any Item of Equipment or other Collateral shall be entitled to purchase money priority shall be determined by reference to the unpaid principal balance of any Equipment Note evidencing the financing of the purchase price thereof. Borrower hereby acknowledges and agrees that if less than all amounts advanced by Lender to Borrower as the Loan were used by Borrower for or in connection with its acquisition of any Item or Items of Appraised Borrower Equipment or other Collateral (or any refinancing of indebtedness secured by such Items of Appraised Borrower Equipment or other Collateral), Borrower’s repayment of the Loan pursuant to the Equipment Note related thereto shall be applied on a “first-in-first-out” basis so that the portions of the Loan used to purchase such Item or Items of Appraised Borrower Equipment or other Collateral shall be deemed re-paid in the chronological order of the use of such amounts to purchase the same. (c) Provided that

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no Event of Default is then existing, Lender’s security interest in any Item or Items of Appraised Borrower Equipment relating to an Equipment Note shall, as and to the extent securing the payment and performance of all Obligations of Borrower under such Equipment Note, terminate upon the full and indefeasible payment and performance of such Obligations. Borrower shall have no right to lease, rent, dispose of or surrender possession, use or operation of any Appraised Borrower Equipment without the prior written consent of Lender.

Borrower agrees to assist Lender in obtaining any and all documentation and information necessary to add Lender’s lien to the certificates of title for any Equipment that is subject to a certificate of title statute.

Lienholder’s name to be listed as:

Sixty-First Commercial Finance Titling Trust 340 Mt. Kemble Ave

Morristown, NJ 07960

Once Lender’s security interest in the applicable Equipment has been perfected, Borrower agrees that the original certificates of title for such Equipment, if any, will be held by Lender and Borrower shall cause such original certificates of title to be delivered to Lender promptly following Borrower’s receipt thereof. If Lender does not receive the original certificate(s) of title within one hundred twenty (120) days following the date of the applicable Equipment Note with respect to such Equipment, it will constitute an Event of Default under this Agreement, provided, that such period shall be extended on a day-for-day basis for any delay caused by DMV processing or actions of the Lender, despite Borrower’s use of commercially reasonable efforts to so deliver such certificates. Time is of the essence.

As used in this Agreement, the term Collateral has the meaning set forth in Section 3(a) above and shall also include, as the context may require or permit, all Property now existing or hereafter acquired, mortgaged or pledged to, or purported to be subjected to a Lien in favor of Lender pursuant to this Agreement and the Security Documents, including, without limitation, the “Collateral” described in the Security Agreements.

SECTION 4. CONDITIONS PRECEDENT. Lender’s willingness to make the Loan, and each Advance thereof (as set forth in Section 1 hereof), is expressly conditioned upon the satisfaction of the following on the date of such Advance:

(ii) with respect to the initial Advance, a certificate executed by each Borrower Party’s secretary or other authorized representative certifying: (A) resolutions duly authorizing the transactions contemplated in the applicable Loan Documents, and (B) the incumbency and signature of the officers authorized to execute such documents; (iii) if requested by Lender, good standing certificates from the jurisdiction of organization of each Borrower Party, and the location of the Equipment, and acceptable evidence of the organizational number and charter documents for each Borrower Party;

(iv) the only manually executed original of the Equipment Note in the amount of the Advance to be made on such date, together with the related Collateral Schedule (attached thereto) describing the Item or Items of Appraised Borrower Equipment to which such Advance relates, duly executed on behalf of Borrower, pursuant to Section 1 hereof, and manually executed counterpart originals of all other Loan Documents, together with all schedules, annexes, and attachments thereto; (v) copies of the invoice(s), purchase orders or other evidence reasonably satisfactory to Lender, related to the acquisition cost of the Item or Items to which such Advance relates, including a bill of sale or such other documents or instruments evidencing Borrower’s good and marketable title thereto, and of all other related purchase documents, payment instructions for such Item or Items, and with respect to any Equipment which is subject to existing indebtedness being repaid with such Advance, a payoff letter in form and substance reasonably satisfactory to Lender from the holder of such existing indebtedness; (vi) evidence of full and timely payment of, or valid exemption from, all sales, use or other taxes imposed in connection with Borrower’s acquisition of the related Item or Items or otherwise with respect to the transactions contemplated by the Loan Documents; (vii) evidence of due compliance with the insurance requirements herein, including the provisions in Section 9; (viii) with respect to the initial Advance, any opinions of counsel (including, if requested by Lender, an opinion of counsel for each Borrower Party as to such matters it reasonably deems appropriate); and (ix) any certificates, acknowledgments, or other assurances, instruments, agreements or documents reasonably requested by Lender, each duly authorized and properly executed.

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(ii) no Event of Default shall exist; (iii) all of the Items covered thereby shall have been finally and unconditionally accepted by Borrower (as evidenced by Borrower’s execution and delivery of such Equipment Note); (iv) concurrently with Lender’s making such Advance, the applicable Borrower Party shall have and be vested with good title to the Equipment and other Collateral of such applicable Borrower Party securing the Obligations relating to such Advance, free and clear of all Liens, other than Permitted Liens; (v) there shall have been no material adverse change in Borrower’s or any other Borrower Party’s respective business, operations, prospects or financial condition; (vi) the Appraised Borrower Equipment that is subject to such Advance shall not have suffered any loss, damage, or other impairment of its value or condition (other than ordinary wear and tear); (vii) such other documents shall have been delivered, and such filings shall have been made and other actions taken as reasonably may be required by Lender to perfect a valid purchase money or other first priority security interest granted by Borrower (or any other applicable Borrower Party) to Lender with respect to the Collateral securing the Obligations relating to such Advance; (viii) the aggregate principal amount of all Advances outstanding (including after giving effect to the Advance to be made pursuant to such Equipment Note) shall not exceed an amount equal to 72.5% of the aggregate fair market value of all Appraised Equipment constituting Collateral, as determined by an appraiser approved by and engaged at the expense of Borrower, and reasonably satisfactory to Lender; (ix) Borrower shall have paid to Lender, either before or concurrently with the execution of such Equipment Note, (A) all related Transaction Expenses payable pursuant to Section 15(c) and (B) any amounts to be remitted or paid to Lender on the date of such Advance, as and to the extent payable in connection therewith; and (x) Borrower shall have paid Lender an upfront fee (the “Upfront Fee”) in an amount equal to 1.0% of the applicable Advance (including the Initial Advance). Each Upfront Fee shall be deemed fully earned and nonrefundable upon the making of the applicable Advance.

SECTION 5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF BORROWER. Borrower represents,

warrants and agrees that, as of the date and time of each Advance pursuant to an Equipment Note and for so long as any Obligations shall remain outstanding:

(B) the conduct of its business, the ownership of its properties, and/or the performance of its obligations under the Loan Documents requires qualification; and (ii) (A) Borrower’s legal name, form of organization, jurisdiction of organization, federal tax identification number, its state-issued organizational identification number (if any), and chief executive office and principal place of business address, are all as set forth under Borrower’s signature hereto; and (B) Borrower has not changed its name, been the surviving entity in a merger, acquired any business, or changed the location of its chief executive office within the previous five years, except as may have been specifically disclosed to Lender in writing prior to the date hereof.

(i) have been duly authorized by all necessary organizational requirements of such Borrower Party and have been duly executed by such Borrower Party; (ii) do not require the approval of or notice to any Governmental Authority, except for the filings and other undertakings specified in Section 3, all of which shall have been filed or otherwise completed prior to or concurrently with Lender’s making the Advance with respect to the financing of the Appraised Borrower Equipment described therein; (iii) do not contravene or constitute a breach, in any material respect, under any applicable law, of such Borrower Party’s organizational documents, or any material agreement, indenture, or other instrument to which

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such Borrower Party is a party or otherwise may be bound; (iv) constitute legal, valid and binding obligations of such Borrower Party enforceable against it, in accordance with the terms thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (v) all of the representations and warranties when made by any Borrower Party, or on its behalf, in any related Loan Document or other document or certificate (all of which are hereby incorporated herein for the purposes hereof) are correct, complete and not misleading in any material respect.

SECTION 6. FURTHER ASSURANCES AND OTHER COVENANTS. Borrower covenants and agrees as follows:

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provide written notice to Lender: (A) fifteen (15) days prior to any change in the name or jurisdiction or form of organization of a Borrower Party; and (B) promptly upon (1) the occurrence of any Event of Default or Default; (2) Borrower becoming aware of any Lien affecting the Equipment (other than any Permitted Liens); and (3) Borrower becoming aware of any alleged or anticipated violation of applicable law relating to the Equipment, the Loan Documents or otherwise likely to result in a Material Adverse Effect with respect to any Borrower Party.

SECTION 7. DISCLAIMER. LENDER SHALL NOT BE DEEMED TO HAVE MADE, AND HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO EACH ITEM OF EQUIPMENT, INCLUDING ANY PART, OR ANY MATTER WHATSOEVER, INCLUDING, AS TO ITS DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, ABSENCE OF ANY PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR LATENT DEFECT (WHETHER OR NOT DISCOVERABLE BY BORROWER), COMPLIANCE OF SUCH ITEM WITH ANY APPLICABLE LAW, CONFORMITY OF SUCH ITEM TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE DOCUMENT OR TO THE DESCRIPTION SET FORTH IN THE RELATED EQUIPMENT NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY INTERFERENCE OR INFRINGEMENT, OR ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, NOR SHALL LENDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR STRICT OR ABSOLUTE LIABILITY IN TORT; AND BORROWER HEREBY WAIVES ANY CLAIMS ARISING

OUT OF ANY OF THE FOREGOING. Without limiting the foregoing, Lender will not be responsible to Borrower or any other Person with respect to, and Borrower agrees to bear sole responsibility for, any risk or other matter that is the subject of Lender’s disclaimer; and Lender’s agreement to enter into this Agreement and any Equipment Note is in reliance upon the freedom from and complete negation of liability or responsibility for the matters so waived or disclaimed herein or covered by the indemnity in this Agreement. So long as no Event of Default has occurred, Borrower may exercise Lender’s rights, if any, under any warranty with respect to the Equipment. Borrower’s exercise of such rights shall be at its sole cost and risk and shall not result in any prejudice to Lender. Borrower shall not attempt to enforce any such warranty by legal proceeding without Lender’s prior written approval.

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SECTION 8. USE AND MAINTENANCE.

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or extent of any discrepancies during the course of such inspection, or to inform Borrower of any such discrepancies, nor with respect to any of the same relieve Borrower of any of its Obligations hereunder; (ii) any Claim against or incurred by Lender or any other Indemnitee relating thereto shall be defended, indemnified against or paid (as the case may be) pursuant to Section 11 hereof; and (iii) these provisions shall not limit Lender’s other rights and remedies at any time during which an Event of Default shall be existing, including any Event of Default arising out of any such discrepancies.

§§ 171-173) (collectively, “Hazardous Materials”), other than such transportation undertaken in accordance with all applicable laws or (ii) the transportation of passengers for hire or as a primary purpose of Borrower’s business, unless in each case: (A) Borrower notifies Lender of its intention to so use the Equipment prior to such use and (B) Borrower satisfies such terms and conditions and takes such actions as Lender may reasonably require.

SECTION 9. INSURANCE. For so long as any Obligations shall remain outstanding with respect to any Equipment Note or other Loan Documents, and until Lender releases its Lien with respect to an Item securing such Obligations, Borrower shall maintain all-risk insurance or comprehensive and collision coverage with respect to such Item (and any related Collateral) insuring against, among other things: (a) any casualty to such Item (or any portion thereof), including loss or damage due to fire, flood, earthquakes and the risks normally included in extended coverage, malicious mischief and vandalism, for not less than the full replacement value thereof; and (b) any commercial general liability or auto liability insurance including follow-form excess liability arising in connection with such Item, including bodily injury, sickness, death or property damage, with a combined single limit per occurrence in an amount acceptable to Lender, or if greater, the full amounts required by applicable law. The required insurance policies (including endorsements) shall (i) be evidenced by certificates in form, substance and amount reasonably satisfactory to Lender, and written by insurers that carry a current rating by A.M. Best Company of at least “A-” for a general policyholder and a financial rating of at least “VI”, (ii) be endorsed to name Lender as an additional insured, (iii) provide that any amount payable under the required casualty coverage shall be paid directly to Lender as sole lender loss payee, (iv) provide for thirty (30) days’ written notice by such insurer of cancellation, material change, or non-renewal, and (iv) provide that in respect of the interests of Lender in such policies, the insurance shall not be invalidated by any action or inaction of Borrower or any other Person operating or in possession of any Item regardless of any breach or violation of any warranties, declarations or conditions contained in such policies by or binding upon Borrower or any other Person operating or in possession of such Item. Lender shall not be responsible for any premiums, warranties or representations to insurers. Borrower shall provide evidence reasonably acceptable to Lender of Borrower’s compliance with the insurance requirements set forth herein not less than five (5) business days prior to the expiration date of each such required policy, provided, however that Lender shall be under no duty either to ascertain the existence of or to examine such insurance coverage or to advise Borrower in the event such insurance coverage should not comply with the requirements hereof. Such insurance may be subject to deductibles that are customary for such insurance for companies that are similar to the Borrower (provided, that in no event shall such deductible exceed $25,000), but Borrower shall not otherwise self-insure by premium adjustment, risk retention arrangement or otherwise with respect to any of the risks

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required to be insured pursuant hereto. From and after an Event of Default has occurred and is continuing, Lender shall have the right to settle and compromise any and all claims under any of the policies required to be maintained by Borrower hereunder and Borrower hereby appoints Lender as its attorney-in-fact, with power to demand, receive and receipt for all monies payable thereunder, to execute in the name of Borrower or Lender or both any proof of loss, notice, draft or other instruments in connection with such policies or any loss thereunder and generally to do and perform any and all acts as Borrower, but for this appointment, might or could perform. In the event that Borrower fails to provide evidence reasonably acceptable to Lender of Borrower’s compliance with the insurance requirements set forth herein, Lender shall have the right, but not the obligation, to obtain such insurance, and Borrower agrees to cooperate with Lender and its insurer or agent regarding the placement of such coverage and any claims thereunder. Such insurance obtained by Lender (1) will not name Borrower as an insured, additional insured or loss payee, (2) may not pay claims made by Borrower, (3) will not provide Borrower with any liability insurance, (4) will not pay claims made against Borrower, (5) will be at Borrower’s cost and expense, and (6) may be cancelled by Lender at any time. If Borrower subsequently provides evidence reasonably acceptable to Lender of Borrower’s compliance with the insurance requirements set forth herein, Lender shall cancel the insurance obtained by it.

SECTION 10. LOSS, DAMAGE AND SALE.

(B) be deemed by Lender, in good faith, to have a value, utility, and remaining useful life at least equal to, and be in as good an operating condition as, the replaced Item, assuming such replaced Item was in the condition and repair required by the terms hereof; and (iii) Borrower shall (A) furnish Lender with evidence of Borrower’s good title to such Substitute Item, free and clear of all Liens (except Permitted Liens), and an amendment to the Collateral Schedule to the related Equipment Note evidencing such substitution, and (B) take such other related actions, as reasonably requested by Lender.

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Payments under such Equipment Note shall be proportionately reduced as reasonably calculated by Lender upon Lender’s receipt of the payments described in Section 10(b) above. Lender shall be under no duty to Borrower to pursue any claim against any Person in connection with a Total Loss or other Casualty to any Item. Any proceeds received by Lender in good and final funds under an insurance policy required by Section 9 in connection with any Total Loss or other Casualty to any Item may be applied by Lender against any amounts payable by Borrower pursuant to Section 10(b), except that if Borrower shall have fully and indefeasibly complied with the applicable provisions of this Section 10 and no Event of Default is then existing, Lender shall remit such proceeds to Borrower, in excess of the Prepayment Amount of such Item.

SECTION 11. GENERAL INDEMNITY; TAX INDEMNITY.

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assessments, fees and other governmental charges paid or required to be paid by Lender, such other Indemnitee or Borrower in any way arising out of or related to the Equipment, any Item or any other Collateral or any part thereof, or any Equipment Note or the transactions contemplated thereunder or under any of the other Loan Documents, whether the same were incurred or accrue before, during or after the Equipment Note Term or the occurrence of an Event of Default, including foreign, Federal, state, county and municipal fees, taxes and assessments, and property, value-added, sales, use, gross receipts, excise, stamp, doing business, business and occupation, withholding and documentary taxes, and all related penalties, fines, additions to tax and interest charges (“Impositions”), excluding only Federal and state taxes based on Lender’s net income. Borrower agrees that it will (i) prepare and file directly with all appropriate taxing authorities all registrations, declarations, returns, inventories and other documentation with respect to any and all such Impositions, and (ii) pay on or before the date when due all such Impositions directly to the appropriate tax authorities. Upon Lender’s request, Borrower shall furnish proof of its payment of any Imposition. Any Impositions which are not paid when due and which are paid by Lender shall, at Lender’s option, become immediately due from Borrower to Lender and payable together with interest accruing at the Late Payment Rate, until fully paid in cash or other immediately available funds.

SECTION 12. DEFAULT. Each of the following events or occurrences shall constitute an “Event of Default” under an Equipment Note and under this Agreement:

(B) any provision of any of the Loan Documents restricting Liens and other dispositions relating to any Item; or (iv) the Lender’s security interest with respect to any of the Collateral (whether pledged by Borrower or any other Borrower Party) securing the Obligations relating to such Equipment Note ceases to be validly perfected or have first or sole priority; or

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part of its Property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or (ii) an involuntary case or other proceeding shall be commenced against any Borrower Party or any Subsidiary of a Borrower Party seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its Property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of forty-five (45) days; or an order for relief shall be entered against any Borrower Party or any Subsidiary of a Borrower Party under applicable federal bankruptcy, insolvency or other similar law in respect of (i) bankruptcy, liquidation, winding-up, dissolution or suspension of general operations, (ii) composition, rescheduling, reorganization, arrangement or readjustment of, or other relief from, or stay of proceedings to enforce, some or all of the debts or obligations, or (iii) possession, foreclosure, seizure or retention, sale or other disposition of, or other proceedings to enforce security over, all or any substantial part of the assets of such Borrower Party or Subsidiary; or

$250,000; or

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All cure periods provided for in this Section 12 shall run concurrently with any cure period provided for in any applicable Loan Documents under which the default occurred.

SECTION 13. REMEDIES.

(iv) with or without court order, enter upon the premises where any Equipment or other Collateral is located and repossess and remove the same, all without liability for damage to such premises or by reason of such entry or repossession, except for Lender’s gross negligence or willful misconduct; (v) dispose of any Equipment or other Collateral in a public or private transaction, or hold, use, operate or keep idle the Equipment or other Collateral, free and clear of any rights or interests of Borrower therein; (vi) recover direct, incidental, consequential and other damages for the breach of any Equipment Note, including the payment of all unpaid principal, accrued interest and other amounts payable thereunder, and all costs and expenses incurred by Lender in exercising its remedies or enforcing its rights thereunder (including all attorneys’ fees and legal expenses); (vii) set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by Lender, or deposited and held with Lender’s Affiliate, to or for the credit or the account of Lender against any of and all the Obligations, whether matured or otherwise, now or hereafter existing under such Equipment Note (if then held by Lender), without further authority by Borrower and irrespective of whether Lender shall have made any demand under such Equipment Note or exercised its rights with respect to any other collateral securing such Obligations; or (viii) exercise any and all other remedies allowed by applicable law, including the UCC.

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provisions hereof, Borrower shall pay interest equal to the Late Payment Rate on the Prepayment Amount and any other amount required to be paid upon acceleration of any Equipment Note under this Section 13. For the avoidance of doubt, interest shall continue to accrue at the Late Payment Rate after the filing or commencement of any bankruptcy or other similar proceeding involving Borrower. (iii) Any payments received by Lender after an Event of Default, including proceeds of any disposition of Equipment or other Collateral, shall be applied in the following order: (A) to pay all Enforcement Costs, all unpaid Payments due and payable to Lender, together with the Prepayment Amount and any other amount required to be paid upon acceleration of any Equipment Note under this Section 13, to the extent not previously paid, and interest accruing on all such amounts at the Late Payment Rate from and after the due date thereof through the date of payment; (B) to the satisfaction of all other outstanding Obligations; and (C) the balance, if any, shall be disbursed to Borrower unless otherwise required by applicable law. Lender shall account to Borrower for any surplus realized upon such sale or other disposition, and Borrower shall remain liable for any deficiency with respect to the Obligations.

SECTION 14. DISPOSITION BY BORROWER; ASSIGNMENT BY LENDER.

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SECTION 15. MISCELLANEOUS.

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SUBMITS TO, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT, AND TO ALL PROCEEDINGS IN SUCH COURTS.

(ii) Lender hereby notifies Borrower and all other Persons obligated under the Loan Documents that, pursuant to the requirements of the USA Patriot Act, Lender is required to obtain, verify and record information that identifies Borrower and any other Persons obligated under the Loan Documents, which information includes the names and addresses of the Borrower and any other Persons obligated under the Loan Documents, and other information that will allow Lender to identify Borrower and any other Persons obligated under the Loan Documents in accordance with the requirements of the USA Patriot Act.

SECTION 16. DEFINITIONS AND RULES OF CONSTRUCTION.

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Acceptance Date means, with respect to each Equipment Note of an Item, that certain date specified as such in the related Equipment Note.

ACF Finco Credit Agreement means (a) that certain Credit Agreement dated as of March 31, 2025, by and among Borrower, Rust Constructors Inc. and The Leasing Corporation, as borrowers, the other entities shown on the signature pages thereto and any additional borrower that has or hereafter becomes party thereto as a borrower, Holdings, ACF Finco I LP, as agent (the “ACF Finco Credit Agreement Agent”), and the lenders from time to time party thereto, as the same may be amended, restated, amended and restated, supplemented, modified, refinanced, or otherwise replaced from time to time, and (b) any successor credit agreement, credit facility, or other financing arrangement that replaces, refinances, or substitutes for, in whole or in part, the credit agreement described in clause (a) (or any successive replacement thereof), together with all related notes, guarantees, collateral documents, instruments, and agreements executed in connection therewith, as each of the foregoing may be amended, restated, amended and restated, supplemented, modified, refinanced, or otherwise replaced from time to time.

Additional Borrower Equipment means the equipment listed on Schedule A attached hereto, as the same may be amended from time to time.

Additional Equipment means, collectively, all Additional Borrower Equipment and all Additional Grantor Equipment.

Additional Grantor Equipment shall have the meaning set forth in the Security Agreements.

AECOM means AECOM, a Delaware corporation, and its successors and assigns.

Affiliate means, with respect to any Person, (a) any Person that directly or indirectly controls such Person, (b) any Person which is controlled by or is under common control with such controlling Person, and (c) each of such Person’s (other than, with respect to Lender, Lender’s) officers or directors (or Persons functioning in substantially similar roles). As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote ten percent (10%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Appraised Equipment means, collectively, all Appraised Borrower Equipment and all Appraised Grantor Equipment.

Appraised Grantor Equipment shall have the meaning set forth in the Security Agreements.

Borrower Party means Borrower and any Guarantors, or any of their respective Affiliates, that have or hereafter may enter into or otherwise become bound by any of the Loan Documents.

Casualty means any loss, theft, confiscation, taking, unavailability, damage or total or partial destruction of any Item, or other event, occurrence or condition, which could, if unremedied, constitute a Total Loss.

Change in Control shall be deemed to occur if:

(i) any employee benefit plan of Holdings and its subsidiaries and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) and (ii) AECOM and its Affiliates), in a single transaction or in a related series of transactions, shall at any time have acquired direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of Voting Stock of Holdings having more than 35.0% of the ordinary voting power of all of the outstanding Voting Stock of Holdings; or

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Claim means all claims, losses, liabilities (including negligence, tort and strict liability), damages, demands, judgments, settlements, suits, and all legal proceedings and any and all costs and expenses in connection therewith (including attorneys’ fees and expenses) that in any way relate to or arise out of any Equipment Note, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, or any Item of Equipment or other Collateral, including

(a) the selection, manufacture, purchase, financing, acceptance, rejection, ownership, delivery, nondelivery, installation, lease, subleasing, possession, maintenance, use, condition, repair, return, operation or disposition of or any latent or other defects in (whether or not discoverable) any Item; and without limiting the foregoing, any matter relating to any Intangible Rights, (b) any patent, copyright or trademark infringement, (c) any alleged or actual environmental damage (including investigation, removal, cleanup and remedial costs), (d) any personal injury, wrongful death or property damage arising, and (e) any administrative process or proceeding or judicial or other similar proceeding (including any alternative dispute resolution process and any bankruptcy proceeding) in any way connected with any matter addressed in any of the Loan Documents.

Code means the Internal Revenue Code of 1986, as amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

Controlled Group means all members of any group of corporations and all members of a group of trades or businesses (whether or not incorporated) under common control which, together with any Borrower Party, are treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA and, solely for purposes of Section 412 and 436 of the Code, Section 414(m) or (o) of the Code.

Damaged Item means any Item that suffers a Casualty.

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Default means any event which, with the lapse of time or the giving of notice, or both, would constitute an Event of Default pursuant to Section 12 of this Agreement.

Enforcement Costs means, in each case whether prior to or after commencement of any insolvency proceeding, all legal fees and other costs and expenses incurred by reason of any Default or Event of Default, and the exercise of Lender’s rights or remedies relating thereto, including, without limitation, all expenses incurred in connection with any undertaking by Lender’s counsel, or relating to any proceeding (including, without limitation, any insolvency proceeding of any Borrower and any objection, claim or adversary proceeding by or against Lender in connection with such insolvency proceeding), or the return, marketing, inspection, maintenance, storage, de-installation, decontamination, disassembly, packing, crating, shipping, recovery, disposition of or other enforcement against any Borrower Party, any Item or any collateral, and attorney’s fees and expenses incurred in connection with any “workout” or “restructuring”.

Equipment means, collectively, all Appraised Borrower Equipment and all Additional Borrower Equipment.

Equipment Loan Collateral means the Appraised Borrower Equipment, all Additional Borrower Equipment, all Appraised Grantor Equipment and all Additional Grantor Equipment.

Equipment Note has the meaning in Section 1(b) of this Agreement and shall include the related Collateral Schedule entered into pursuant to and incorporating this Agreement, together with all exhibits, addenda, schedules, riders and other documents and instruments, constituting a part thereof, or executed and delivered in connection therewith.

Equipment Note Term means, with respect to any Equipment Note, that certain scheduled payment term specified therein.

Equity Interests means, with respect to any Person, all shares of capital stock, partnership interests, membership interests in a limited liability company or other ownership in participation or equivalent interests (however designated, whether voting or non-voting) of such Person’s equity capital (including any warrants, options or other purchase rights with respect to the foregoing), whether now outstanding or issued after the date of this Agreement.

ERISA means the Employee Retirement Income Security Act of 1974, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.

ERISA Plan means any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA (other than a Multiemployer Plan), which any Borrower Party maintains, sponsors or contributes to, or, in the case of an employee benefit plan which is subject to Section 412 of the Code or Title IV of ERISA, to which any Borrower Party or any member of the Controlled Group may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five (5) years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

GAAP means generally accepted accounting principles consistently applied with past periods.

Governmental Contract means any contract between the United States or any department, agency or instrumentality of the United States and a Borrower Party.

Governmental Authority means any nation or government, any state, local or other political subdivision thereof, and any agency, department or Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other Person owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, whether domestic or foreign.

Guaranties means, collectively, (i) that certain Guaranty of Business Organizations dated as of October 2, 2026, by Holdings in favor of Lender, (ii) that certain Guaranty of Business Organizations dated as of October 2, 2026, by Rust Constructors Inc. in favor of Lender, (iii) that certain Guaranty of Business Organizations dated as of October 2, 2026, by Axia Electric LLC in favor Lender and (iv) any other guaranty entered into be any other Person in favor Lender in connection with the transactions contemplated by this Agreement, as any of the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

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Guarantors means, collectively, Holdings, Rust Constructors Inc., a Delaware corporation, The Leasing Corporation, a Nevada corporation, Axia Electric LLC, a Delaware limited liability company and any other Person that enters into a Guaranty, and their respective successors and assigns.

Holdings means Shimmick Corporation (f/k/a SCCI National Holdings, Inc.), a Delaware corporation.

Intangible Rights means any of Borrower’s rights under or with respect to any indemnities, warranties, service agreements, software licenses, patent or copyright protections, or other intellectual property or intangible rights relating to any Item of Equipment or other Collateral of Borrower securing the Obligations payable under or with respect to an Equipment Note.

Item shall mean, with respect to each Equipment Note, an item of or any Appraised Borrower Equipment identified as such on the Collateral Schedule to the related Equipment Note, or if not identified as such or if relating to any Additional Borrower Equipment, then “Item” or “Item of Equipment” shall mean a commercial unit of such property which in commercial usage is treated as a single whole, the division of which materially impairs its character or value on the market or in use, and includes each functionally integrated and separately marketable group or unit of Equipment and may be a single article (such as a machine) or a set of articles (such as a suite of furniture or a line of machinery), but shall in all events include all related records, manuals and Intangible Rights.

Late Payment Rate means, with respect to any Equipment Note, that certain “Late Payment Rate” specified as such therein, and accruing and payable by Borrower with respect to any Loan Payment or other Obligation not paid when due thereunder or in connection therewith.

Lien means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, in respect of such asset.

Loan Documents means this Agreement, each Equipment Note (including the Collateral Schedule thereto), the Security Agreements, the Guaranties, and all other agreements, riders, documents, guarantees, certificates, authorizations and instruments executed in connection with this Agreement, any Equipment Note, any Collateral Schedule, any Security Agreement or any guaranty to which Borrower or any other Borrower Party is a party.

Loss Payment Date means, with respect to any Damaged Item suffering a Total Loss, the next “Payment Date” specified in the applicable Equipment Note (including any schedule thereto) immediately following the Deemed Casualty Date with respect to such Damaged Item.

Material Adverse Effect means with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon, any of (a) the condition (financial or otherwise), operations, business or properties of the Borrower Parties, taken as a whole, (b) the rights and remedies of Lender under any Loan Document or the ability of Lender to enforce the Obligations or realize upon the Collateral, or the ability of any Borrower Party to pay or perform any of its obligations under any Loan Document to which it is a party,

(c) the legality, validity or enforceability of any Loan Document, (d) the existence, perfection or priority of any security interest granted in any Loan Document, or (e) the value of any material portion of the Appraised Equipment.

Multiemployer Plan means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any Borrower Party or any other member of the Controlled Group (or any Person who in the last five years was a member of the Controlled Group) is making or accruing an obligation to make contributions or has within the preceding five plan years (as determined on the applicable date of determination) made contributions.

Obligations means and includes all obligations of Borrower owing to Lender under this Agreement, any Equipment Note or other Loan Document, or of any Guarantor owing to Lender under any Guaranty, together with all other obligations, indebtedness and liabilities of Borrower or any Guarantor, or any of their respective Affiliates, to Lender or any of its Affiliates, under any other financings, leases, loans, notes, progress payment agreements, guaranties or other agreements, of every kind and description, direct or indirect, joint or several, absolute or contingent, whether for payment or performance, regardless of how the same may arise or by what instrument, agreement or book account they may be evidenced, including without limitation, any such obligations, indebtedness and liabilities of Borrower to others which

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may be obtained by Lender through purchase, negotiation, discount, transfer, assignment or otherwise; in any and all such cases, both now in existence and hereafter arising or created, and as the same may be renewed, extended or modified.

OFAC means the Office of Foreign Assets Control of the United States Department of the Treasury.

Ordinary Course of Business means, in respect of any transaction involving any Borrower Party or any Subsidiary, the ordinary course of business of such Borrower Party or Subsidiary, as conducted by such Borrower Party in accordance with past practices and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Loan Document.

Payment means, with respect to each Equipment Note, any scheduled payments of principal and interest payable by Borrower to Lender in the amounts and on the dates as specifically set forth in such Equipment Note.

Payment Date for any Payment payable under an Equipment Note is as specified in such Equipment Note.

Pension Plan means any ERISA Plan that is subject to Section 412 of the Code or Title IV of ERISA.

Permitted Lien means (a) the respective rights of Borrower, Lender, any Assignee or other successor or assign, under each Equipment Note or any of the related Loan Documents, or (b) Liens for Impositions either not yet due or being contested by Borrower in good faith, and statutory Liens arising in the ordinary course of Borrower’s business for sums not yet delinquent, or being contested (and, with respect to any such contest, (i) Lender has been provided adequate assurances of the payment of the amounts being contested, (ii) such contest is being conducted in good faith, with due diligence and by appropriate proceedings, and (iii) Lender shall have determined in its reasonable judgment that the nonpayment of the related Imposition or Lien during such contest does not and will not adversely affect the Lender’s rights, title or interests in and to any of the Equipment in any material respect).

Person means any natural person, corporation, limited liability company, professional association, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

Prepayment Amount means, with respect to each Equipment Note, collectively, the entire unpaid principal balance of such Equipment Note as of any particular date, together with all accrued interest, prepayment charges, late charges and other Obligations then due and owing under such Equipment Note or (to the extent relating thereto) under this Agreement or the other Loan Documents; except that such calculation shall be subject to the provisions of Section 10(c) in the event that a Total Loss shall occur with respect to less than all of the Items securing the Obligations owed with respect to such Equipment Note and except further that such calculation shall be subject to the provisions of Section 10(d) in the event of a sale of any Items of Appraised Equipment.

Prohibited Persons means, persons or entities:

Property means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, real property, cash, securities, accounts, equipment, contracts and contract rights.

Responsible Officer means the Chief Financial Officer or any other officer of the applicable Borrower Party reasonably acceptable to Lender.

Sanctioned Countries means, those countries subject to sanctions and/or trade embargoes, including but not limited to those imposed by OFAC, and specifically, but without limitation, Cuba, Iran, North Korea, Sudan, Syria, and any

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additional countries hereafter identified by Lender, in a notice to Borrower, based on sanctions having been imposed on such countries by OFAC, or any of the regulatory bodies referred to within the definition of Prohibited Persons.

SEC means the U.S. Securities and Exchange Commission.

Security Agreements means, collectively, (i) that certain Security Agreement dated as of October 2, 2026, by and between Rust Constructors Inc. and Lender, (ii) that certain Security Agreement dated as of October 2, 2026, by and between and The Leasing Corporation and Lender and (iii) any other Security Agreement entered into between any other Person and Lender in connection with the transactions contemplated by this Agreement, as any of the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

Security Document means this Agreement, the Security Agreements, the Guaranties and any other agreement, document or instrument executed concurrently herewith or at any time hereafter pursuant to which one or more Borrower Parties or any other Person either (a) guarantees payment or performance of all or any portion of the Obligations, and/or

(b) provides, as security for all or any portion of the Obligations, a Lien on any of its assets in favor of Lender, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

Senior Credit Agreement means (a) that certain Credit, Security and Guaranty Agreement dated as of May 20, 2024, by and among Borrower, Rust Constructors Inc. and The Leasing Corporation, as borrowers, the other entities shown on the signature pages thereto and any additional borrower that has or hereafter becomes party thereto as a borrower, Holdings, as guarantor and any guarantor that thereafter becomes party thereto as a guarantor, Alter Domus (US) LLC, as agent (the “Senior Credit Agreement Agent”), and the lenders from time to time party thereto, as the same may be amended, restated, amended and restated, supplemented, modified, refinanced, or otherwise replaced from time to time, and (b) any successor credit agreement, credit facility, or other financing arrangement that replaces, refinances, or substitutes for, in whole or in part, the credit agreement described in clause (a) (or any successive replacement thereof), together with all related notes, guarantees, collateral documents, instruments, and agreements executed in connection therewith, as each of the foregoing may be amended, restated, amended and restated, supplemented, modified, refinanced, or otherwise replaced from time to time.

Subsidiary means, with respect to any Person, (a) any corporation (or any foreign equivalent thereof) of which an aggregate of more than fifty percent (50%) of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of more than fifty percent (50%) of such Equity Interests whether by proxy, agreement, operation of law or otherwise, and (b) any partnership or limited liability company (or any foreign equivalents thereof) in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%) or of which any such Person is a general partner or may exercise the powers of a general partner.

Substitute Item means any Item of Equipment substituted for an Item pursuant to Section 10(b). Any Substitute Item shall be deemed to be Appraised Borrower Equipment.

Supplemental Maintenance Rider and Supplemental Requirements mean, respectively, (a) any Supplemental Maintenance Rider attached to and constituting a part of an Equipment Note, and (b) any supplemental maintenance requirements provided therein.

Supplier means each manufacturer or vendor of an Item.

Supply Contract means all purchase documents entered into between Borrower, or its Affiliate, and any Supplier pertaining to the acquisition of an Item, if and to the extent the same remain meaningful to the value of such Item.

Total Loss means, with respect to any Item, (a) the actual or constructive total loss of such Item, (b) the loss, disappearance, theft or destruction of such Item, or damage thereto that is uneconomical to repair or renders it unfit for normal use, (c) the condemnation, confiscation, requisition, seizure, forfeiture or other taking of title to or use of such

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Items by any Governmental Authority, which taking exists on the date on which such taking results in an insurance settlement with respect to such property, (d) as a result of any rule, regulation, order or other action by any Governmental Authority having jurisdiction, the use of such property shall have been prohibited, or such property shall have been declared unfit for use, for a period of six (6) consecutive months (unless waived by Lender in its sole and absolute discretion), or (e) such Item is returned to the Supplier (other than for modification) in the event of patent infringement or for repair or replacement. The date of such Total Loss shall be the date of such theft, disappearance, destruction, damage, taking, prohibition, unfitness for use for the stated period, removal for the stated period or return to the Supplier.

Transaction Expenses means the following expenses incurred in connection with this Agreement, or any of the Equipment Notes or the other Loan Documents, including the preparation, negotiation, participation in or closing of any of the transactions contemplated therein, with respect to any Item of Equipment: (a) the reasonable fees and expenses of Lender’s counsel (including such fees and expenses incurred post-judgment), and any appraisal, valuation, inspection or similar services incurred with respect to the closing, (b) all costs of UCC, title and lien searches, reports, filing and recording fees and (c) all fees, expenses or other costs incurred by any of the Borrower Parties of any kind whatsoever, whether incurred by Lender, its counsel or any of the Borrower Parties.

UCC or Uniform Commercial Code means the Uniform Commercial Code as in effect in the State of New York or in any other applicable jurisdiction, and any reference to an article (including Article 9) or section thereof shall mean the corresponding article or section (however termed) of any such applicable version of the Uniform Commercial Code.

UCCs means UCC financing statements.

Voting Stock shall mean, with respect to any person, such person’s Equity Interests having the right to vote for the election of directors of such person under ordinary circumstances.

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The parties hereto have caused this Master Loan and Security Agreement to be duly executed as of the day and year first above set forth.

LENDER:

SIXTY-FIRST COMMERCIAL FINANCE LLC

By: __________

Name: Ryan Berlage

Title: President

Address:

340 Mt. Kemble Ave Morristown, NJ 07960

Attention: Ryan Berlage, President

BORROWER:

SHIMMICK CONSTRUCTION COMPANY, INC.

By: __________

Name:

Title:

Address:

530 Technology Drive, Suite 300

Irvine, CA 92618

Attention: _

Facsimile:

Form of Organization: Corporation Jurisdiction of Organization: California

Federal Employer Identification No.:

The parties hereto have caused this Master Loan and Security Agreement to be duly executed as of the day and year first above set forth.

LENDER:

SIXTY-FIRST COMMERCIAL FINANCE LLC

By: ___________

Name: Ryan Berlage

Title: President

Address:

340 Mt. Kemble Ave Morristown, NJ 07960

Attention: Ryan Berlage, President

BORROWER:

SHIMMICK CONSTRUCTION COMPANY, INC.

By: ______________

Name: Todd W. Yoder 7

Title: Executive Vice President and Chief Financial Officer

Address:

530 Technology Drive, Suite 300

Irvine, CA 92618

Attention: Todd W. Yoder Facsimile:

Form of Organization: Corporation Jurisdiction of Organization: California

Federal Employer Identification No.:

Exhibit 10.2

PROMISSORY NOTE NO. 001

SIXTY-FIRST COMMERCIAL FINANCE, LLC

340 Mt. Kemble Ave Morristown, NJ 07960

October 2, 2026 For value received, SHIMMICK CONSTRUCTION COMPANY, INC. (the “Borrower”) promises to pay to the order

of SIXTY-FIRST COMMERCIAL FINANCE, LLC (“Lender”, or together with any other then current holder, “Holder”), a Delaware Limited Liability Company, the principal sum of $14,285,255.00 together with interest thereon as provided herein. This Promissory Note together with all of the attachments hereto (including the attached Collateral Schedule (the “Collateral Schedule”)) collectively constitute an “Equipment Note,” and the obligations of Borrower hereunder constitute certain of the “Obligations” secured by the “Collateral” (including that certain Collateral described in the Collateral Schedule), as all such terms are defined or referred to in the Master Loan and Security Agreement, dated as of October 2, 2026, between the Lender and Borrower (the “Agreement”), and is subject to the terms and conditions set forth therein. Capitalized terms used herein without definition shall have the meaning given them in the Agreement, and the terms hereof shall be construed as provided therein.

This Equipment Note shall be payable by Borrower to Holder in sixty (60) consecutive payments of principal and interest (the “Payments”), with one (1) final balloon payment, commencing on November 2, 2026 and continuing monthly thereafter through and including October 2, 2031 (the “Maturity Date”; and such scheduled payment term, the “Equipment Note Term”). Each Payment shall be due and payable on the same day of the month as the initial Payment set forth above in each succeeding payment period during the Equipment Note Term (each, a “Payment Date”). Interest shall accrue on the entire principal amount of this Equipment Note outstanding from time to time at a fixed rate of 9.3100% per annum (the “Interest Rate”), from the date hereof until the principal amount of this Equipment Note is paid in full, and shall be due and payable on each Payment Date. All interest hereunder shall be calculated on the basis of a year of 360 days comprised of 12 months of 30 days each. Payments of principal and interest hereunder shall be due and payable on each Payment Date in the amounts set forth on Schedule 1 hereto.

The final Payment due and payable on the Maturity Date shall in any event be equal to the entire outstanding and unpaid principal amount of this Equipment Note, together with all accrued and unpaid interest, charges and all other Loan Payments owing hereunder, under the Agreement or any of the other Loan Documents.

The billing address of the Borrower is 530 Technology Drive, Suite 300, Irvine, CA 92618.

Borrower may prepay the entire unpaid principal balance of this Equipment Note in full (but not in part except as otherwise expressly set forth in the Loan Agreement, including Section 10(d) thereof), together with all accrued interest, any prepayment charges, late charges and other Obligations then due and owing hereunder or (to the extent relating hereto) under the Agreement or the other Loan Documents (all such amounts, collectively, the “Prepayment Amount”), upon not less than thirty (30) days prior written notice to Holder. Borrower shall prepay the entire unpaid principal balance of this Equipment Note in full, together with all accrued interest, any prepayment charges and other amounts then constituting the Prepayment Amount, as and when required by and calculated pursuant to, the applicable provisions of this Equipment Note, the Agreement (including Sections 10(b), (c), (d) and Section 13(a) thereof) or of any of the other Loan Documents relating hereto. For the purposes hereof, the “prepayment charges” payable pursuant to this Equipment Note in connection with any prepayment contemplated herein shall be (expressed as a percentage of the then remaining principal balance of the Loan): 3% if prepayment is made on or prior to the first anniversary of the first Payment Date; 2% if prepayment is made on or prior to the second anniversary of the first Payment Date; 1% if prepayment is made on or prior to the third anniversary of the first Payment Date; 1% if prepayment is made on or prior to the fourth anniversary of the first Payment Date; and no prepayment fee shall apply to prepayments made in respect to payments due after the fourth anniversary of the first Payment Date. If any such prepayment is made pursuant to Section 10(b) of the Agreement in connection with a Total Loss, pursuant to any Security Agreement in connection with a Total Loss (as such term is defined therein) or pursuant to Section 10(d) of the Agreement in connection with a sale of less than all of the Items of Appraised Equipment constituting Collateral under the Collateral Schedule or under the other Loan Documents, upon receipt and application of the amounts so prepaid (if in good and final funds), Holder shall (a) re-calculate the then remaining principal

balance and proportionately adjust the

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[PROMISSORY NOTE]

remaining Payments hereunder (which re-calculations and adjustments shall be deemed final, absent manifest error); and

Time is of the essence in the payment and performance of those Obligations, which are evidenced by this Equipment Note. In the event any amount due hereunder is not paid within ten (10) days of the date when due, Borrower agrees to pay an administrative late charge equal to five percent (5%) of such overdue amount. In addition to such overdue amount, Borrower agrees that it shall pay interest accruing at the Late Payment Rate on any amounts payable to Lender from time to time hereunder, under the Agreement or any other Loan Documents relating to this Equipment Note, as and to the extent provided herein or therein, including as provided below with respect to the Prepayment Amount and any other amounts due upon an Event of Default or other acceleration. The “Late Payment Rate” shall, for the purposes of the foregoing, be that certain per annum interest rate equal to the lesser of fifteen percent (15%), or the maximum rate of interest allowable under then applicable law.

Each payment hereunder shall be made in lawful money of the United States and shall be payable to such account or address as Holder shall from time to time direct Borrower. Whenever any payment to be made under this Equipment Note shall be stated to be due on a Saturday, Sunday or a public holiday, or the equivalent for banks generally under the laws of the State of New York, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest. All amounts received hereunder or in respect of this Equipment Note shall be applied first, to accrued late charges and any other costs and expenses due and owing hereunder or under the terms of the Agreement: second, to accrued interest; and third, to unpaid principal, it is the intention of Holder to comply with all applicable usury laws. Accordingly, it is agreed that notwithstanding anything to the contrary contained herein, in no event shall any provision contained herein require or permit interest in excess of the maximum amount permitted by applicable law to be paid by Borrower. If necessary to give effect to these provisions, Holder will, at its option, in accordance with applicable law, either refund any amount to Borrower to the extent that it was in excess of that allowed by applicable law or credit such excess amount against the then unpaid principal balance.

Borrower hereby acknowledges that the secured loan transaction documented by this Equipment Note and related Collateral Schedule, together with the Agreement and the other Loan Documents (to the extent the same are incorporated herein or otherwise related to the transactions documented hereby), constitutes a separate and independent transaction and contractual obligation between Holder and the other Borrower Parties and Lender, and notwithstanding the existence of other promissory notes (and the collateral schedules related thereto) issued under, the Agreement, Lender may take enforcement action with respect to this Equipment Note, including the attached Collateral Schedule and the Collateral described therein, independently of any other promissory notes (related collateral schedules) executed pursuant to the Agreement.

Without limiting the applicable provisions of the Agreement, Borrower hereby acknowledges and agrees that: (i) any failure to pay this Equipment Note or any Payment or other amount payable hereunder within ten (10) days after such payment is due, or the occurrence of an “Event of Default” under the Agreement, or default or failure in the performance or due observance of any of the terms, conditions or obligations under any other agreement or instrument between Borrower (or any endorser, guarantor, surety or other party liable for Borrower’s obligations hereunder, or any other entity controlling, controlled by, or under common control with Borrower) and Holder (or any other entity controlling, controlled by or under common control with Holder), shall constitute a default hereunder and entitle Holder to accelerate the maturity of this Equipment Note and to declare to be immediately due and payable the entire unpaid principal balance of this Equipment Note in full, together with all accrued interest and other charges hereunder (including any prepayment charges) and other amounts then constituting the Prepayment Amount, as calculated pursuant to the applicable provisions hereof, of the Agreement (including Section 13 thereof) or of any of the other Loan Documents relating hereto, and to proceed at once to exercise each and every one of the remedies provided in the Agreement or otherwise available at law or in equity; (ii) Borrower shall pay interest equal to the Late Payment Rate on the Prepayment Amount and any other amount required to be paid upon acceleration hereof, from the date hereof until such amounts are paid in full in cash or other immediately available funds; and (iii) for the avoidance of doubt, interest shall continue to accrue on all of such amounts at the Late Payment Rate after the filing or commencement of any bankruptcy or other similar proceeding involving Borrower.

Borrower and all other Borrower Parties responsible for the satisfaction of the Obligations payable hereunder, respectively, waive, to the fullest extent permitted to be waived by applicable law, diligence, presentment, demand, protest, notice of dishonor, notice of intention to accelerate, notice of acceleration and notice of any other kind whatsoever and agree to pay all costs incurred by Holder in enforcing its rights under this Equipment Note, the Agreement or any of the

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[PROMISSORY NOTE]

other Loan Documents, including reasonable attorney’s fees, and they do hereby consent to any number of renewals or extensions at any time in the payment of this Equipment Note. No extension of time for payment of this Equipment Note made by any agreement with any person now or hereafter liable for payment of this Equipment Note shall operate to release, discharge, modify, change or affect the original liability of Borrower or any other Borrower Party under or with respect to this Equipment Note, either in whole or in part. No delay or failure by Holder hereof in exercising any right, power, privilege or remedy shall be deemed to be a waiver of the same or any part thereof; nor shall any single or partial exercise thereof or any failure to exercise the same in any instance preclude any future exercise thereof, or exercise of any other right, power, privilege or remedy, and the rights and remedies provided for hereunder are cumulative and not exclusive of any other right of remedy available at law or in equity. The Holder of this Equipment Note may proceed against all or any of the Collateral securing this Equipment Note or against any guarantor hereof or any other Borrower Party, or may proceed contemporaneously or in the first instance against Borrower, in such order and at such times following default hereunder as Holder may determine in its sole and absolute discretion. All of Borrower’s obligations under this Equipment Note are absolute and unconditional, and shall not be subject to any offset, deduction or other Abatement, whatsoever. Borrower waives any right to assert, by way of counterclaim or affirmative defense in any action to enforce Borrower’s obligations hereunder, any claim whatsoever against the Holder of this Equipment Note.

Lender is hereby authorized to insert such factually correct information as is necessary to complete this Equipment Note, including (without limitation) the date of execution, the payment amount(s) and interest rates.

This Equipment Note shall be binding upon the undersigned and its successors and assigns and shall inure to the benefit of Holder and its successors and assigns; provided, however, Borrower not may assign any of its rights or obligations hereunder without the prior written consent of Holder. This Equipment Note may be assigned by Holder without notice to, or the consent of, Borrower.

This Equipment Note, together with the Agreement, the Collateral Schedule and any related agreements and guaranties, contains the entire agreement between Holder and Borrower with respect to this Equipment Note, and supersedes every course of dealing, other conduct, oral agreement and representation previously made by Lender or any Holder. If any term or provision of this Equipment Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby. This Equipment Note may not be changed, modified or terminated orally, but only by an agreement in writing signed by the undersigned and the Holder.

BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH BORROWER OR LENDER MAY BE PARTIES ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS EQUIPMENT NOTE OR ANY OF THE OTHER LOAN DOCUMENTS. THIS EQUIPMENT NOTE, AND ALL OF THE OTHER LOAN DOCUMENTS, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO AND THERETO, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, FEDERAL LAW AND THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE, EXCEPT AS TO THE EFFECT OF TITLE 14, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF ANY

ITEM OF EQUIPMENT OR OTHER COLLATERAL RELATING THERETO. Borrower hereby irrevocably consents and agrees that any legal action, suit, or proceeding arising out of or in any way in connection with this Equipment Note may be instituted or brought in the courts of the State of New York or any U.S. District Court for New York, as Lender may elect, and by execution and delivery of this Equipment Note, Borrower hereby irrevocably accepts and submits to, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of any such court, and to all proceedings in such courts.

[SIGNATURE PAGE FOLLOWS]

Internal 3

[PROMISSORY NOTE]

IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be executed by its duly authorized representative as of the date first above written.

SHIMMICK CONSTRUCTION COMPANY, INC.

By: ____________

Name: Todd W. Yoder

Title: Executive Vice President and Chief Financial Officer

Internal

[PROMISSORY NOTE]

SCHEDULE 1

Internal

[PROMISSORY NOTE]

Internal

COLLATERAL SCHEDULE TO PROMISSORY NOTE NO. 001 DATED AS OF OCTOBER 2, 2026

This Collateral Schedule (this “Collateral Schedule”) is attached to and constitutes a part of that certain Promissory Note entered into as of the date referenced above (the “Equipment Note”) by SHIMMICK CONSTRUCTION COMPANY, INC. (the “Borrower”) in favor of SIXTY-FIRST COMMERCIAL FINANCE,

LLC (“Lender”, or together with any other then current holder, “Holder”).

Subject to the terms and conditions provided in the Agreement and the Equipment Note to which this Collateral Schedule is attached, Lender made an Advance or Advances (and collectively, the “Loan”) to Borrower for the purpose of financing Borrower’s purchase of the items of equipment and other property described in Schedule A attached hereto (or refinancing existing indebtedness secured by such equipment and other property) (the “Items of Equipment” or “Equipment”), and Borrower agreed to repay such Advances as and when due in accordance with the Equipment Note, and to secure such payment and other Obligations pursuant to the grant and other provisions hereof and of the other Loan Documents.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower hereby respectively agree as follows:

Collateral Schedule – 1

(vii) all books and records regarding the foregoing; and (viii) all cash and non-cash proceeds of any the foregoing.

The extent to which Lender’s security interest in any such Item of Equipment or other Collateral described above shall be entitled to purchase money priority, and the application of all Payments and other amounts received by Lender or such other Holder, shall be determined pursuant to the applicable provisions of the Equipment Note and the Agreement.

Exhibit 10.3

GUARANTY OF BUSINESS ORGANIZATIONS

or indirect, absolute or contingent, whether or not of the same or similar class or of like kind to any indebtedness incurred contemporaneously with the execution of this Guaranty, and whether now or hereafter existing, or due or to become due, including without limitation, the following:

pursuant to any of the Loan Documents or otherwise) from Borrower, from any other maker, endorser, surety or guarantor of, or pledgor of collateral and security for, all or any part of the Obligations, and/or by any resort or recourse to or against any collateral and security for all or any part of the Obligations, (b) the invalidity, irregularity, lack of priority or unenforceability in whole or in part of any or all of the Loan Documents, (c) any counter-claim, recoupment, setoff, reduction or defense based on any claim Guarantor may now or hereafter have against Lender, Borrower or any other person liable for any of the Obligations,

(d) the voluntary or involuntary liquidation, dissolution, termination, merger, consolidation, division, sale or other disposition of Borrower or any of Borrower's assets, properties or obligations, (e) any bankruptcy, reorganization, insolvency or similar proceedings for the relief of debtors under any federal or state law by or against Borrower or any other person liable for any of the Obligations, or, any discharge, limitation, modification or release of liability of Borrower or any other person liable for any of the Obligations by virtue of any such proceedings, (f) any event, circumstance or matter to which Guarantor has consented to pursuant this Guaranty, and (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, whether similar or dissimilar to the foregoing.

(i) their respective existence and (ii) their respective rights, privileges and franchises necessary or desirable in the normal conduct of business, unless, solely in the case of this clause (b)(ii), a failure to do so would not reasonably be expected to have a Material Adverse Effect.

environmental laws to remedy or correct any violation of environmental laws by Guarantor or by any property owned, leased, used or operated by Guarantor.

collateral and their priority; provided, that Guarantor shall not in any event change the location of any collateral if such change would cause the security interest and lien of the Lender on the collateral (or the perfection thereof) to lapse, or if required to be perfected prior to such change, to cease to be perfected.

computations in reasonable detail and satisfactory to the Lender demonstrating compliance with the covenants contained in Section 11 below for the fiscal period to which such financial statements relate; and

(c) as promptly as feasible, such additional financial and other information (including, without limitation, financial projections of Borrower or any Guarantors of the Obligations) as Lender may from time to time reasonably request.

(h) resort to Guarantor for payment of any of the Obligations, whether or not Lender shall have resorted to any property securing any of the Obligations or any obligation hereunder or shall have proceeded against any other guarantor or any other party primarily or secondarily liable on any of the Obligations; (i) waive, excuse, release, change, amend, modify or otherwise deal with in any manner satisfactory to Lender any of the provisions of any of the Loan Documents; (j) waive, omit or delay the exercise of any of its powers, rights and remedies against Borrower or all or any other person or any property securing any of the Obligations; (k) release, substitute, subordinate, add, fail to maintain, preserve or perfect any of its liens on, security interests in or rights to, or otherwise deal with in any manner satisfactory to Lender, any property securing any of the Obligations; (l) apply any payments of all or any of the Obligations received from Borrower, Guarantor, or any other person or source whatsoever to the Obligations in such order and manner as Lender in its sole and absolute discretion may determine; (m) make any other changes in its agreements with Borrower; (n) stop lending money or extending other credit to Borrower; and (o) take or omit to take any other action, whether similar or dissimilar to the foregoing which may or might in any manner or to any extent vary the risk of Guarantor or otherwise operate as a legal or equitable discharge, release or defense of Guarantor under applicable laws.

insolvency proceeding of Borrower, including all rights of Guarantor to be paid by Borrower. This assignment does not prevent Lender from enforcing Guarantor’s obligations hereunder in any way.

Guarantor may now have, or hereafter acquire, against Borrower that arise in connection with this Guaranty and/or the performance by Guarantor hereunder, including without limitation any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Lender against Borrower, or any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise.

{The remainder of this page is blank}

IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the date written below.

Dated: October 2, 2026

GUARANTOR:

SHIMMICK CORPORATION

Name: _____________

Title: Executive Vice President and Chief Financial Officer

Notice Address:

530 Technology Drive, Suite 300

Irvine, CA 92618 Attention: Todd W. Yoder

Exhibit 10.4

AMENDMENT NO. 11 TO CREDIT, SECURITY AND GUARANTY AGREEMENT

This AMENDMENT NO. 11 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this

“Amendment”) is made as of this 2nd day of October, 2026 (the “Eleventh Amendment Effective Date”), by and among SHIMMICK CONSTRUCTION COMPANY, INC., a California corporation (“Shimmick”), RUST CONSTRUCTORS INC., a Delaware corporation, THE LEASING CORPORATION, a Nevada corporation, AXIA ELECTRIC LLC, a Delaware limited liability company (collectively, the “Borrowers” and each individually, a “Borrower”), SHIMMICK CORPORATION (f/k/a SCCI National Holdings, Inc.), a Delaware corporation (“Holdings”), ALTER DOMUS (US) LLC, a Delaware limited liability company, as Agent, and the financial institutions or other entities parties hereto, each as a Lender.

RECITALS

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders, Borrowers and Holdings hereby agree as follows:

and automatically become effective upon the effectiveness of this Amendment in accordance with Section 4 below:

“Eleventh Amendment” means that certain Amendment No. 11 to Credit, Security and Guaranty Agreement, dated as of October 2, 2026, by and among the Borrowers, Holdings, Agent and the Lenders.

“Financing Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, each Intercreditor Agreement, any Notes, the Agent Fee Letter, the Security Documents, each Subordination Agreement and any other subordination or intercreditor agreement pursuant to which any Debt and/or any Liens securing such Debt is subordinated to all or any portion of the Obligations and all other documents, instruments and agreements related to the Obligations and heretofore executed, executed concurrently herewith or executed at any time and from time to time hereafter, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

“First Lien Credit Facility” means (a) the Ares Credit Facility, (b) each other revolving credit facility that refunds, refinances or replaces the Ares Credit Facility, (c) the SFCF Credit Facility and (d) each other revolving credit facility or term loan facility that refunds, finances or replaces the SFCF Credit Facility; provided, that, (i) in each case of clauses

(a) and (b), the aggregate principal amount of commitments and other availability thereunder does not exceed the Ares Debt Cap, (ii) in each case of clauses (c) and (d), the aggregate principal amount of commitments and other availability thereunder does not exceed the SFCF Debt Cap, (iii) at no time shall any Person other than the Credit Parties provide guarantees or security (other than any guaranties or security granted under the Ares First Lien Guaranty as in effect on the Third Amendment Effective Date) for or otherwise be obligated in respect of the Debt and other obligations arising thereunder, (iv) such facility shall not differentiate among the lenders thereunder with respect to right of payment or priority of lien, (v) the provisions of such facility shall not restrict any payments in respect of the Obligations under the Financing Documents in any manner or to any extent more burdensome than the restrictions contained in the Ares Credit Facility as in effect on the Third Amendment Effective Date or the SFCF Credit Facility as in effect on the Eleventh Amendment Effective Date, (vi) the agent thereunder, on behalf of itself and each lender or other secured party thereunder, shall have executed and delivered an Intercreditor Agreement or a joinder to the applicable Intercreditor Agreement and such other documents required pursuant to the terms hereof, (vii) the use of proceeds for such credit facility shall be limited to general working capital in the ordinary course of business,

(viii) to the extent there are more than one of any such credit facility that benefits from payment subordination by the Agent and the Lenders, such credit facilities must have an intercreditor agreement or other mechanic in place such that the Agent and the Lenders may make payments to one such credit facility in satisfaction of any turn-over obligations under the payment subordinations of all such credit facilities (which such intercreditor agreement or other mechanic must be acceptable to the Agent and the Lenders in their reasonable discretion) and

(ix) to the extent any such facility contains any financial maintenance covenants, affirmative covenants, negative covenants or events of default that are not contained in the Financing Documents or that are more restrictive on the Credit Parties than the corresponding provisions

in the Financing Documents, the Borrowers shall have offered to amend the Financing Documents to incorporate such more restrictive provisions (and shall have executed an amendment giving effect to such terms if so accepted by the Required Lenders) (this clause (ix), the “MFN Provision” and the amendment to the Financing Documents described herein, an “MFN Amendment”)).

“Ansley Park Credit Agreement” means that Loan and Security Agreement, dated as of March 31, 2025, by and among Rust and Leasing Corporation, as the borrowers, and the Ansley Park Lender (as amended, restated, amended and restated, supplemented, waived, or otherwise modified to the extent permitted thereunder, hereunder and under the Intercreditor Agreement).

“Ansley Park Credit Facility” means the term loan facility incurred by the Borrowers pursuant to and governed by the Ansley Park Credit Agreement in an amount not to exceed $16,500,000 (such amount, the “Ansley Park Debt Cap”).

“Ansley Park Lender” means AQCF Titling Trust, a Delaware trust and an affiliate of Ansley Park Capital LLC, a Delaware limited liability company, as lender under the Ansley Park Credit Facility.

“Ansley Park Subordination Agreement” means that certain Subordination Agreement, dated as of March 31, 2025, by and among the Agent, the Lenders party thereto and the Ansley Park Lender.

“SFCF Loan Agreement” means that Master Loan and Security Agreement, dated as of October 2, 2026, between Sixty-First Commercial Finance LLC, as the lender, and Shimmick Construction Company, Inc., as borrower (as amended, restated, amended and restated, supplemented, waived, or otherwise modified to the extent permitted thereunder, hereunder and under the Intercreditor Agreement).

“SFCF Credit Facility” means the equipment financing facility incurred by Shimmick Construction Company, Inc. pursuant to and governed by the SFCF Credit Agreement in an amount not to exceed $15,000,000 (such amount, the “SFCF Debt Cap”).

“SFCF Lender” means Sixty-First Commercial Finance LLC, a Delaware limited liability company, as lender under the SFCF Credit Facility, together with its designees, successors or assigns.

“SFCF Subordination Agreement” means that certain Subordination Agreement, dated as of October 2, 2026, by and among the Agent, the Lenders party thereto and the SFCF Lender.

Agreement” in the Existing Credit Agreement shall be replaced with “SFCF Credit Agreement”, “SFCF Credit Facility”, “SFCF Debt Cap”, “SFCF Lender” and “SFCF Subordination Agreement”, respectively.

1 Note to LW: Please confirm whether the Ansley Park Facility will be repaid simultaneously with or prior to the closing of the SFCF Facility.

including this Amendment, or transactions contemplated thereby or any actions or omissions in connection therewith, and (ii) any aspect of the dealings or relationships between or among Borrowers and the other Credit Parties, on the one hand, and any or all of the Agent and Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by a Borrower or any other Credit Party of any Loans or financial accommodations made by any Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any Loans or other financial accommodations. In entering into this Amendment, Borrowers and each other Credit Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section shall survive the termination of this Amendment, the Credit Agreement, the other Financing Documents and payment in full of the Obligations.

(iv) EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT, THE FINANCING DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9(d).

[SIGNATURES APPEAR ON FOLLOWING PAGES]

Docusign Envelope ID: 170FB31F-5240-840F-836A-8D4C10C446D5

IN WITNESS WHEREOF, intending to be legally bound, each of the parties have caused this Amendment to be executed the day and year first above mentioned.

AGENT: ALTER DOMUS (US) LLC,

as Agent

By:

Name: Title:

Pinju Chiu Counsel

LENDERS: AECOM,

as Lender

By: Name: Morgan Jones

Title: VP, Treasury

BERKSHIRE HATHAWAY SPECIALTY INSURANCE COMPANY,

as Lender

By: Name: Jeffrey Jubera

Title: V.P. - Global Surety Claims

LENDERS: AECOM,

as Lender

By: Name: Morgan Jones

Title: VP, Treasury

BERKSHIRE HATHAWAY SPECIALTY INSURANCE COMPANY,

as Lender

Jeffrey Jubera

V.P. - Global Surety ClaimsBy: Name: Title:

BORROWERS: SHlMMICK CONSTRUCTION COMPANY, INC.

By __________________________

Name: Todd W. Yoder

Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary

RUST CONSTRUCTORS lNC.

By Name: Dylan Ellesworth

Title: Vice President, General Counsel and Secretary

THE LEASING CORPORATION

By: __________________________

Name: Todd W. Yoder

Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary

AXIA ELECTRIC LLC

By: __________________________

Name: Todd W. Yoder

Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary

GUARANTORS: SHIMMICK CORPORATION

By: __________________________

Name: Todd W. Yoder

Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary

ANNEX A2

Schedule 3.17

Material Contracts and Legacy Projects

2 Note to LW: Please confirm with Shimmick whether additional updates are needed.

Exhibit 10.5

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of this 2 day of October, 2026 (the “First Amendment Effective Date”), by and among the Lenders from time to time party thereto, ACF FINCO I LP, a Delaware limited partnership, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), SHIMMICK CORPORATION, a Delaware corporation (“Holdings”), SHIMMICK CONSTRUCTION COMPANY, INC., a California corporation (“Shimmick”), RUST CONSTRUCTORS INC., a Delaware corporation (“Rust”) and THE LEASING CORPORATION, a Nevada corporation (“Leasing” and, together with Shimmick and Rust, “Borrowers” and each individually,

a “Borrower”).

RECITALS

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders, Borrowers and Holdings hereby agree as follows:

hereto;

4.20 attached hereto; and

6.13 attached hereto.

limitation, the respective officers, directors, agents, trustees, creditors, partners or shareholders of any Borrower, any other Loan Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect of any claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Credit Agreement, the other Loan Documents, this Amendment or any other document executed and/or delivered in connection herewith or therewith. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Borrower and other Loan Party agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Amendment, the Credit Agreement, the other Loan Documents and the payment in full of the Obligations.

proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment.

Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or other record. This Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

[SIGNATURES APPEAR ON FOLLOWING PAGES]

IN WITNESS WHEREOF, intending to be legally bound, each of the parties have caused this Amendment to be executed the day and year first above mentioned.

BORROWERS:

SIDMMICK CONSTRUCTION COMPANY, INC.,

a Delaware corporation

By:__________________________________

Name: Todd W. Yoder

Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary

RUST CONSTRUCTORS INC., a Delaware corporation

By:__________________________________

Title: Vice President, General Counsel and Secretary

ION, a Nevada corporation

By _____________________________

Name: Todd W. Yoder

Title: Executive Vice President, Chief Financial Officer,

Treasurer and Secretary

[Signature Page to ACF Amendment No. I]

HOLDINGS:

SIDMMICK CORPORATION,

a Delaware corporation

By: ________________________________________

Name: Todd W. Yoder

Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary

[Signature Page to ACF Amendment No. 1]

I

Exhibit A

[See attached.]

10

EXECUTION VERSION

CREDIT AGREEMENT

by and among ACF FINCO I LP,

as Agent,

THE LENDERS THAT ARE PARTIES HERETO,

as the Lenders,

SHIMMICK CORPORATION,

as Holdings, and

SHIMMICK CONSTRUCTION COMPANY, INC., RUST CONSTRUCTORS INC. and THE LEASING CORPORATION,

as Borrowers

Closing Date: March 12, 2025

As modified by the First Amendment to Credit Agreement, dated as of October 1, 2026

777757539.15

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND CONSTRUCTION. 1

ARTICLE II LOANS AND TERMS OF PAYMENT 45

ARTICLE III CONDITIONS; TERM OF AGREEMENT 79

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ARTICLE IV REPRESENTATIONS AND WARRANTIES 83

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ARTICLE V AFFIRMATIVE COVENANTS 91

ARTICLE VI NEGATIVE COVENANTS 101

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ARTICLE VII FINANCIAL COVENANTS 106

ARTICLE VIII EVENTS OF DEFAULT 106

ARTICLE IX RIGHTS AND REMEDIES 109

ARTICLE X WAIVERS; INDEMNIFICATION. 110

ARTICLE XI NOTICES 112

ARTICLE XII CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER;

JUDICIAL REFERENCE PROVISION. 113

ARTICLE XIII ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS 115

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ARTICLE XIV AMENDMENTS; WAIVERS 120

ARTICLE XV AGENT; THE LENDER GROUP 124

Other Reports and Information. 131

ARTICLE XVI WITHHOLDING TAXES 134

ARTICLE XVII GENERAL PROVISIONS 138

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of March 12, 2025, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), ACF FINCO I LP, a Delaware limited partnership, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), SHIMMICK CORPORATION, a Delaware corporation (“Holdings”), SHIMMICK CONSTRUCTION COMPANY, INC., a California corporation (“Shimmick”), RUST CONSTRUCTORS INC., a Delaware corporation (“Rust”) and THE LEASING CORPORATION, a Nevada corporation (“Leasing” and, together with Shimmick and Rust, “Borrowers” and each individually, a “Borrower”).

RECITALS

WHEREAS, the Borrowers have requested that the Lenders extend credit to the Borrowers in the form of the Revolving Facility (as defined herein) in the aggregate principal amount of up to $15,000,000;

WHEREAS, the proceeds of the Revolving Facility will be used (i) to refinance existing Indebtedness, (ii) to pay fees, costs and expenses incurred in connection with the transactions contemplated hereby, and (iii) for working capital and for other purposes of the Borrowers and the Subsidiaries not prohibited by this Agreement; and

WHEREAS, the Letters of Credit will be used for general corporate purposes of the Borrowers and their respective Subsidiaries, including supporting transactions not prohibited by the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I DEFINITIONS AND CONSTRUCTION.

“Account” means an account (as that term is defined in the Code).

“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.

“Accounting Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).

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“Additional Documents” has the meaning specified therefor in Section 5.12. “Administrative Borrower” has the meaning specified therefor in Section 17.14. “Administrative Questionnaire” has the meaning specified therefor in Section 13.01(a). “AECOM Guarantor” means AECOM, a Delaware corporation.

“AECOM Guaranty” means that certain Guaranty Agreement, made by AECOM Guarantor in favor of Agent and Lenders, dated as of even date with this Agreement.

“AECOM Letter of Credit” means that certain Irrevocable Standby Letter of Credit Number CUSGTF2500408, in the amount of $15,000,000, issued by Credit Agricole Corporate & Investment Bank in favor of Agent, as beneficiary.

“AECOM Loan Agreement” means that certain Credit, Security and Guaranty Agreement, dated as of May 20, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among the AECOM Loan Agreement Agent, the AECOM Guarantor and BHSI, as lenders, Holdings and the Borrowers, as borrowers.

“AECOM Loan Agreement Agent” means Alter Domus (US) LLC, in its capacity as administrative agent under the AECOM Loan Agreement.

“AECOM Loan Agreement Debt” means all “Obligations”, as such term is defined in, and incurred by the Loan Parties under, the AECOM Loan Agreement.

“AECOM Subordination Agreement” means that certain Subordination Agreement, by and among Agent, AECOM Loan Agreement Agent, AECOM Guarantor and BHSI, Holdings and the Borrowers, dated as of even date with this Agreement.

“Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Lender” has the meaning specified therefor in Section 2.12(b).

“Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise; provided, that, for purposes of Section 6.10: (a) any Person which owns, directly or indirectly, 10% or more of the Equity Interests having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed to be an Affiliate of such Person (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed to be an Affiliate of such Person.

“Affiliate Register” has the meaning specified therefor in Section 13.01(i).

“Agent” has the meaning specified therefor in the preamble.

“Agent-Related Persons” means Agent, together with its Affiliates, controlling persons and their respective directors, officers, employees, partners, advisors, agents and other representatives of each of the foregoing and their respective successors.

“Agent’s Account” means the Deposit Account of Agent identified on Schedule A-1 (or such other Deposit Account of Agent that has been designated as such, in writing, by Agent to Administrative Borrower and the Lenders).

“Agent’s Liens” means the Liens granted by the Loan Parties to Agent under the Loan Documents that secure the Obligations.

“Agreement” means this Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws” means any and all laws, ordinances and regulations in any jurisdiction where any Loan Party or any of its Subsidiaries is located or doing business from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010 and other similar legislation in any other jurisdictions.

“Anti-Terrorism Laws” means any and all laws or regulations in effect from time to time in any jurisdiction where any Loan Party or any of its Subsidiaries is located or doing business relating to anti-money laundering and terrorism, including, without limitation, Executive Order No. 13224 (effective September 24, 2001) and the USA Patriot Act (Pub. L. No. 107-56 (Oct. 12, 2001)).

“Applicable Margin” means (a) in the case of a Prime Rate Loan that is a Revolving Loan

4.50 percentage points, and (b) in the case of a SOFR Loan that is a Revolving Loan, 5.50 percentage points.

“Application Event” means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.04(b)(ii).

“Assignee” has the meaning specified therefor in Section 13.01(a).

“Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1.

“Authorized Financial Officer” means, with respect to Administrative Borrower or Holdings, a chief executive officer, chief financial officer, chief accounting officer, treasurer, chairman, president, or other qualified senior officer acceptable to Agent.

“Authorized Person” means any one of the individuals identified on Schedule A-2, as such schedule is updated from time to time by written notice from Administrative Borrower to Agent.

“Availability” means, as of any date of determination, the aggregate amount that Borrowers are entitled to borrow as Revolving Loans and/or have Letters of Credit issued, in each case, under Section 2.01 (after giving effect to the then outstanding Revolver Usage).

“Average Revolver Usage” means, with respect to any period, the sum of the aggregate amount of Revolver Usage for each day in such period (calculated as of the end of each respective day) divided by the number of days in such period.

“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 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).

“Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time.

“Benchmark” means, initially, the SOFR Screen Rate; provided that if a Benchmark Transition Event has occurred with respect to the SOFR Screen Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.06(l)(i).

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by Agent and Administrative Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by Agent and Administrative Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or

(b) any evolving or then-prevailing market convention for determining a spread adjustment, or

method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); or

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.06(l) and (b) ending at the time that a Benchmark Replacement has replaced the then current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.06(l).

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“BHSI” means Berkshire Hathaway Specialty Insurance Company, a Nebraska corporation, and its successors and assigns.

“BHSI GAI” means that certain General Agreement of Indemnity, dated as of February 26, 2021, among Holdings, each Borrower; and Rust Constructors Puerto Rico Inc., each as indemnitors, and BHSI, as surety, pursuant to which BHSI may and has issued surety bonds or underwritten surety business.

“BHSI Surety Documents” means the BHSI GAI, pursuant to which BHSI may and has issued surety bonds or underwritten surety business, all surety bonds issued pursuant to the BHSI GAI, and all other documents evidencing or related to such obligations.

“BHSI Surety Liens” means the liens granted by the Credit Parties under the BHSI GAI to BHSI, and the liens and rights of BHSI, as a surety, under applicable law, including those perfected as of the Closing Date by the following UCC financing statements:

“Board of Directors” means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Bonded Projects” has the meaning set forth in the AECOM Loan Agreement. “Borrower” and “Borrowers” have the meaning specified therefor in the preamble. “Borrower Materials” has the meaning specified therefor in Section 17.08(c). “Borrowing” means a borrowing consisting of Loans made on the same day by the Lenders

(or Agent on behalf thereof), or by Agent in the case of a Swingline Advance or Extraordinary Advance.

“Borrowing Base” means, as of any date of determination (without duplication of any part thereof), the result of:

time.

“Borrowing Base Certificate” means a certificate in the form of Exhibit B-1. “Borrowing Notice” means the notice of borrowing in the form of Exhibit B-2.

“Business Day” means any day excluding Saturday, Sunday, and any day which is a legal holiday under the laws of the State of New York or which is a day on which Agent is, or is authorized to be, otherwise closed for transacting business with the public.

“California Fire Project” means the debris removal project for Palisades and Eaton Fires to be undertaken by Shimmick.

“Capital Expenditures” means for any period, the dollar amount of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capital Leases) by a Loan Party and its Subsidiaries, during such period that, in conformity with GAAP, are or are required to be classified as capital expenditures on a consolidated statement of cash flow of Borrowers.

“Capital Lease” means a lease that has been or is required to be capitalized for financial reporting purposes in accordance with GAAP.

“Capitalized Lease Obligation” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

“Cash Collateral” means cash delivered to Agent to Cash Collateralize any Obligations, and all interest, dividends, earnings, Liquidated Damages and other proceeds relating thereto.

“Cash Collateralization” means (a) with respect to Letters of Credit, either (i) providing cash collateral (pursuant to documentation reasonably satisfactory to Agent, including provisions that specify that the Letter of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.11(k) (including any fronting fees) payable by Borrowers will continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of the Revolving Lenders in an amount equal to 105% of the then existing Letter of Credit Usage, (ii) delivering to Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to Agent and Issuing Bank, terminating all of such beneficiaries’ rights under the Letters of Credit, or (iii) providing Agent with a standby letter of credit, in form and substance reasonably satisfactory to Agent, from a commercial bank acceptable to Agent (in its sole discretion) in an amount equal to 105% of the then existing Letter of Credit Usage (it being understood that the Letter of Credit Fee and all fronting fees set forth in this Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit) and (b) with respect to any inchoate, contingent or other Obligations, Agent’s good faith and reasonable estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. “Cash Collateralize” has a correlative meaning.

“Cash Dominion Event” means (a) at any time the average daily Availability for the preceding four-week period is less than $1,000,000, (b) Liquidity at any time is less than

$30,000,000, or (c) the occurrence of an Event of Default.

“Cash Dominion Period” means the period commencing on the occurrence of a Cash Dominion Event and continuing until the date that (a) no Event of Default shall be continuing, (b) average daily Availability for the prior four-week period is greater than or equal to $1,000,000 and

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than two hundred and seventy (270) days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000,

(e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or any recognized securities dealer having combined capital and surplus of not less than $1,000,000,000, having a term of not more than seven (7) days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six (6) months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

“Cash Management Bank” has the meaning specified therefor in Section 2.14(a).

“CFC” means a controlled foreign corporation within the meaning of Section 957 of the IRC in which any Loan Party or direct or indirect owner thereof is a “United States shareholder” within the meaning of Section 951(b) of the IRC.

“Change in Law” means the occurrence after the Closing Date of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy 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 shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means that:

(ii) Permitted Servicing Joint Ventures), in each case, except as otherwise permitted by this Agreement;

“Chick Lock Project” means Project 34693 – Chickamauga Lock Chamber Replacement Contract No. W912P517C0007, dated September 28, 2017, by and between Shimmick Construction Company, Inc. (as successor to AECOM Energy & Construction, Inc.) and U.S. Army Corps of Engineers.

“Closing Date” means the date of this Agreement.

“Code” means Article 9 of the New York Uniform Commercial Code, as in effect from time to time.

“Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.

“Commitment” means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to this Agreement and/or assignments made in accordance with the provisions of Section 13.01.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). “Compliance Certificate” means a certificate substantially in the form of Exhibit C-1

delivered by an Authorized Financial Officer of Administrative Borrower to Agent. “Confidential Information” has the meaning specified therefor in Section 17.08(a).

“Conforming Changes” means, with respect to either the use or administration of SOFR or the SOFR Screen Rate; or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the time period set forth in the definition of “SOFR Screen Rate” (or the addition of a concept of “interest period” or any similar or analogous definition), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, and other technical, administrative or operational matters) that Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or if Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“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.

“Control Agreement” means (i) with respect to a Deposit Account, a Deposit Account Control Agreement, and (ii) with respect to a Securities Account, a control agreement in form and substance reasonably satisfactory to Agent, executed and delivered by a Loan Party, Agent, and the applicable securities intermediary.

“Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed to fund any amounts required to be funded by it hereunder within two (2) Business Days of the date that it is required to do so hereunder (including the failure to make available to Agent amounts required pursuant to a Settlement or to make a required payment in connection with a Letter of Credit Disbursement), (b) notified Administrative Borrower, Agent or any Lender in writing that it does not intend to comply with all or any portion of its funding obligations hereunder, (c) has made a public statement to the effect that it does not intend to comply with its funding obligations hereunder or under other agreements generally (as reasonably determined by Agent) under which it has committed to extend credit, (d) failed, within one (1) Business Day after written request by Agent, to confirm that it will comply with the terms hereof relating to its obligations to fund any amounts required to be funded by it hereunder, (e) otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date that it is required to do so hereunder, or (f) (i) becomes or is insolvent or has a parent company that has become or is insolvent, (ii) becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian or appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (iii) becomes the subject of a Bail-In Action.

“Defaulting Lender Rate” means (a) for the first three (3) days from and after the date the relevant payment is due, the Prime Rate, and (b) thereafter, the interest rate then applicable to Loans as if the Prime Rate were applicable thereto.

“Deposit Account” means any deposit account (as that term is defined in the Code). “Deposit Account Control Agreement” shall mean an agreement in which a Loan Party,

Agent, and Cash Management Bank maintaining the Deposit Account have agreed that the Cash Management Bank will comply with instructions originated by Agent directing disposition of the funds in the Deposit Account without further consent by the Loan Party, but providing such Loan Party access to such funds until instructions by Agent are given (other than for any Full Control Account). Terms of the agreement shall provide control (within the meaning of Section 9-104 of the UCC) of the Deposit Account reasonably satisfactory to Agent.

“Designated Account” means the Deposit Account of Administrative Borrower identified on Schedule B-1 as a “Designated Account” (or such other Deposit Account of Administrative Borrower located at Designated Account Bank that has been designated as such, in writing, by Administrative Borrower to Agent), which shall in all cases be a Springing Control Account.

“Designated Account Bank” means the depositary institution shown on Schedule B-1 which maintains the Designated Account of Administrative Borrower (or such other bank that is located within the United States that has been designated as such, in writing, by Administrative Borrower to Agent).

“Disposition” or “Dispose” means the sale, transfer, license, lease, sublease, or other disposition of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such 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 Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provide for the scheduled payments of dividends in cash or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety one (91) days after the Maturity Date.

“Distribution” means as to any Person (a) any dividend or other distribution or payment (whether in cash, securities or other property) on, or in respect of, any Equity Interest in such Person (except those payable solely in its Equity Interests other than Disqualified Equity Interests),

(b) any payment by such Person on account of (i) the purchase, redemption, retirement, defeasance, surrender, cancellation, termination or acquisition of any Equity Interests in such Person or any claim respecting the purchase or sale of any Equity Interest in such Person, or (ii) any option, warrant or other right to acquire any Equity Interests in such Person, (c) any management fees, salaries or other fees or compensation to any Person holding an Equity Interest in a Loan Party or a Subsidiary of a Loan Party (other than reasonable and customary (i) payments of salaries to individuals, (ii) directors fees, and (iii) advances and reimbursements to employees or directors, all in the ordinary course of business), an Affiliate of a Loan Party or an Affiliate of any Subsidiary of a Loan Party, (d) any lease or rental payments to an Affiliate or Subsidiary of a Loan Party (which is not itself a Loan Party), or (e) repayments of or debt service on loans or other indebtedness (other than conversion to Equity Interests other than Disqualified Equity Interests) held by any Person holding an Equity Interest in a Loan Party or a Subsidiary of a Loan Party, an Affiliate of a Loan Party or an Affiliate of any Subsidiary of a Loan Party unless permitted under and made pursuant to a Subordination Agreement applicable to such loans or other indebtedness.

“Dollars” or “$” means United States dollars.

“Drawing Document” means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit.

“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.

“Employee Benefit Plan” means an “employee benefit plan” as defined in Section 3(3) of ERISA (other than a Multiemployer Plan) maintained or contributed to by any Loan Party or a Subsidiary of any Loan Party or to which any Loan Party or any Subsidiary of any Loan Party has any liability.

“Environmental Actions” means any administrative, regulatory or judicial actions, suits, demands, proceedings, claims, liens, notices of noncompliance or violation, or investigations from or by any Governmental Authority or any third party involving violations of or liability under Environmental Laws or releases of Hazardous Materials.

“Environmental Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or common law, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on any Loan Party or its Subsidiaries, relating to pollution, the protection of the environment or natural resources, protection of human health (as relates to environmental harms), or the generation, use, storage, treatment, disposal, transportation, release or management of or exposure to pollutants, contaminants or chemicals.

“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies and diminution in value), fines, penalties, sanctions, and interest incurred as a result of any Remedial Action required by any Governmental Authority or any third party, any Environmental Action, or any violation of Environmental Laws or Environmental Permits.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Environmental Permits” has the meaning specified therefor in Section 4.11. “Equipment” means equipment (as that term is defined in the Code).

“Equity Interests” means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person,

whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.

“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA or Section 412 of the IRC would be deemed at any relevant time to be a single employer or otherwise aggregated with any Loan Party or any Subsidiary of a Loan Party under IRC Section 414 of the IRC or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the failure by any Loan Party or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules or the filing of an application for the waiver of the minimum funding standards under the Pension Funding Rules; (c) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 or 4064 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations with respect to a Pension Plan that is treated as a termination under Section 4062(e) of ERISA; (d) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, the insolvency under Title IV of ERISA of any Multiemployer Plan or the receipt of written notification by any Loan Party or any ERISA Affiliate concerning the imposition of Withdrawal Liability or the receipt of written notification that a Multiemployer Plan is insolvent (within the meaning of Title IV of ERISA); (e) the filing of a notice of intent to terminate a Pension Plan, if such termination would require additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate a Pension Plan, the termination of any Pension Plan under Section 4041(c) of ERISA, or the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA; (f) the institution by the PBGC of proceedings to terminate a Pension Plan; (g) any event or condition that constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (h) the determination that any Pension Plan is in at-risk status (within the meaning of Section 430 of the IRC or Section 303 of ERISA) or that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 432 of the IRC or Section 305 of ERISA); (i) the imposition or incurrence of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; (j) the engagement by any Loan Party or any ERISA Affiliate in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; (k) the failure to make a required contribution to any Pension Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the IRC or under Section 303 or 4068 of ERISA with respect to any Pension Plan, or the arising of such a lien or encumbrance or the provision of security under Section 430 of the IRC or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance; or (l) the making of an amendment to a Pension Plan that could result in the posting of bond or security under Section 436(f)(1) of the IRC.

“Erroneous Payment” has the meaning assigned to it in Section 15.19(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 15.19(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 15.19(d). “Erroneous Payment Return Deficiency” has the meaning assigned to it in Section

15.19(d).

“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 therefor in Article VIII.

“Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time.

“Excluded Accounts” means (i) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Loan Parties’ employees, (ii) Deposit Accounts and Securities Accounts which hold average daily balances not exceeding $500,000 in the aggregate for all such accounts, (iii) segregated Deposit Accounts maintained by any Permitted Servicing Joint Venture, including Deposit Accounts for receipt of collections and payment of operating expenses, so long as Loan Parties and their Subsidiaries are in compliance with Section 5.19, (iv) zero balance Deposit Accounts, and (v) segregated Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (i) of the definition of Permitted Liens (and subject to the cap set forth therein); provided that the accounts described in clauses (i) through (v) above shall be used solely for the purposes described in such clauses.

“Excluded Swap Obligation” means, with respect to a Loan Party, each Swap Obligation as to which, and only to the extent that, such Loan Party’s guaranty of or grant of a Lien as security for such Swap Obligation is or becomes illegal under the Commodity Exchange Act because such Loan Party does not constitute an “eligible contract participant” as defined in the act (determined after giving effect to any keepwell, support or other agreement for the benefit of such Loan Party and all guarantees of Swap Obligations by other Loan Parties) when such guaranty or grant of Lien becomes effective with respect to the Swap Obligation. If a Hedge Agreement governs more than one Swap Obligation, only the Swap Obligation(s) or portions thereof described in the foregoing sentence shall be Excluded Swap Obligation(s) for the applicable Loan Party.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a 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 applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) Taxes attributable to such Recipient’s failure to comply with the requirements of Section 16.02, (c) any United States federal withholding Taxes that would be imposed on amounts payable to or for the account of a Lender pursuant to a law in effect at the time such Lender becomes a party hereto (or designates a new lending office), except to the extent that, pursuant to Section 16.01, 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), and (d) any withholding Taxes imposed under FATCA.

“Existing Credit Facility” means that certain Credit, Security and Guaranty Agreement, dated as of March 27, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among the Holdings, the Borrowers, the financial institutions or other entities from time to time parties thereto, each as a Lender, and MidCap Funding IV Trust, as agent.

“Extraordinary Advances” has the meaning specified therefor in Section 2.03(c)(iii). “Extraordinary Receipts” means (a) so long as no Event of Default has occurred and is

continuing, proceeds of judgments, proceeds of settlements, or other consideration of any kind received in connection with any cause of action or claim, and (b) if an Event of Default has occurred and is continuing, any payments received by any Loan Party or any of its Subsidiaries not in the ordinary course of business (and not consisting of proceeds described in Section 2.04(e)(ii)) consisting of (i) proceeds of judgments, proceeds of settlements, or other consideration of any kind received in connection with any cause of action or claim, (ii) indemnity payments (other than to the extent such indemnity payments are immediately payable to a Person that is not an Affiliate of any Loan Party or any of its Subsidiaries, and (iii) any purchase price adjustment received in connection with any purchase agreement.

“FATCA” means Sections 1471 through 1474 of the IRC, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and (a) any current or future regulations or official interpretations thereof (b) any agreements entered into pursuant to Section 1471(b)(1) of the IRC, and (c) any intergovernmental agreement entered into by the United States (or any fiscal or regulatory legislation, rules, or practices adopted pursuant to any such intergovernmental agreement entered into) in connection therewith.

“Fee Letter” means that certain fee letter, dated as of even date with this Agreement, among Borrowers and Agent, in form and substance reasonably satisfactory to Agent.

“Field Examination Trigger” means if at any time (a) Availability is less than $5,000,000 and (b) Liquidity is less than $10,000,000.

“Floor” means a rate of interest equal to 2.00%.

“Flow of Funds Agreement” means a flow of funds agreement, dated as of even date herewith, in form and substance reasonably satisfactory to Agent, executed and delivered by Administrative Borrower and Agent.

“Foreign Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established, contributed to (regardless of whether through direct contributions or through employee withholding) or maintained outside of the United States by any Loan Party or any Subsidiary of a Loan Party primarily for the benefit of employees of such Loan Party or such Subsidiary residing outside of the United States, which plan, fund or other similar

program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the IRC.

“Foreign Subsidiary Holding Company” means any Subsidiary all of the assets of which (other than a de minimis amount) are Equity Interests (or Equity Interests and debt interests) in one or more CFCs.

“Full Control Account” means a Deposit Account that is subject to a Deposit Account Control Agreement which, upon execution, requires the daily forwarding of funds to Agent’s Account.

“Funding Date” means the date on which a Borrowing occurs.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“Golden Gate Bridge Project” means Job 208 – Golden Gate Bridge Physical Suicide Deterrent System – Contract No. 2016-B-01, dated as of January 6, 2017, by and between Shimmick / Danny’s Joint Venture and Golden Gate Bridge, Highway and Transportation District.

“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

“Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, 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).

“Guarantor” means (a) Holdings, (b) each Subsidiary of Holdings, and (c) each other Person that becomes a guarantor after the Closing Date pursuant to Section 5.11. Notwithstanding the foregoing, the term “Guarantor” shall not include the AECOM Guarantor.

“Guaranty and Security Agreement” means the guaranty and security agreement, dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Borrowers and each of the Guarantors to Agent.

“Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Laws as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or other terms intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials,

and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

“Hedge Agreement” means a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.

“Holdings” has the meaning specified therefor in the preamble. “Illegality Notice” has the meaning specified in Section 2.06(h).

“Indebtedness” as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices and not more than ninety (90) days past due) and any earn-out required to be paid in cash or similar obligation, (f) all monetary obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), (g) any Disqualified Equity Interests of such Person,

(h) all Off-Balance Sheet Liabilities of such Person and (i) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (h) above. For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of such assets securing such obligation.

“Indemnified Liabilities” has the meaning specified therefor in Section 10.03. “Indemnified Person” has the meaning specified therefor in Section 10.03.

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

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.