X0202 3 2007-03-30 0 0000868857 AECOM TECHNOLOGY CORP N/A 0001362495 GSO CAPITAL PARTNERS LP 280 PARK AVENUE, 11TH FLOOR NEW YORK NY 10017 1 0 1 1 See Remarks 0001394691 Goodman Bennett J 280 PARK AVENUE 11TH FLOOR NEW YORK NY 10017 0 0 1 0 0001394688 Ostrover Douglas I 280 PARK AVENUE 11TH FLOOR NEW YORK NY 10017 0 0 1 0 0001394690 Smith J Albert III 280 PARK AVENUE 11TH FLOOR NEW YORK NY 10017 0 0 1 0 0001394687 GSO LLC 280 PARK AVENUE 11TH FLOOR NEW YORK NY 10017 0 0 1 0 Class F Convertible Pref. Stock, par value $0.01 per share 25.07 2007-03-30 2007-03-30 Common Stock 3998831 I See Footnotes There is no expiration date. The Class F Convertible Preferred shares (the "Preferred Shares") may be converted upon the affirmative written election of a majority of the Preferred Shares then outstanding. As of March 7, 2007, the GSO Funds (as defined below) owned 85.11% of the outstanding Preferred Shares. In addition, the Preferred Shares are convertible without any vote on the business day preceding the sixth anniversary of the initial issue date (such sixth anniversary to occur on February 9, 2012) or on the business day preceding a sale of substantially all of AECOM's assets. The Preferred Shares will automatically convert upon an initial public offering of AECOM common stock. The Preferred Shares convert into AECOM common stock, par value $0.01 per share, based on a liquidation preference of $2,500 per share divided by a conversion price of $25.07 per share, subject to certain anti-dilution adjustments. GSO Capital is deemed to hold the shares indirectly as the beneficial owner. These Preferred Shares are held by GSO Credit Opportunities Fund (Helios), L.P. (''GSO Helios''), GSO Special Situations Overseas Benefit Plan Fund Ltd. (''GSO Overseas Benefit''), GSO Special Situations Overseas Fund Ltd. (''GSO Overseas'') and GSO Special Situations Fund LP (''GSO SS'' and, together with GSO Helios, GSO Overseas Benefit and GSO Overseas, the ''GSO Funds''). GSO Capital serves as investment manager to the GSO Funds. GSO Capital disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. GSO LLC (the "General Partner") is the general partner of GSO Capital. Bennett J. Goodman (''Mr. Goodman''), J. Albert Smith III (''Mr. Smith'') and Douglas I. Ostrover (''Mr. Ostrover'' and together with Mr. Goodman and Mr. Smith, the ''GSO Managing Members'') are the managing members of the General Partner. The General Partner and the GSO Managing Members (collectively, the ''GSO Persons'') disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that the GSO Persons are the beneficial owners of the securities for the purpose of Section 16 or for any other purpose, except to the extent of the GSO Persons' pecuniary interest therein. GSO Capital Partners LP ("GSO Capital") may be deemed a director by virtue of the fact that a Managing Director of GSO Capital (Lee D. Stern) currently serves on the board of directors of AECOM Technology Corporation ("AECOM"). /s/ George Fan, Chief Legal Officer/Chief Compliance Officer of GSO Capital Partners, LP 2007-03-30