exhibit4-1.htm


    Exhibit 4.1

     

    URS
CORPORATION

     

     

    FIRST
AMENDMENT TO CREDIT AGREEMENT

     

    This  FIRST AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”) is
dated as of June 19, 2008 and entered into by and among URS CORPORATION, a Delaware
corporation (“Company”),
the financial institutions party thereto from time to time (“Lenders”), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as administrative agent for Lenders (“Administrative Agent”), and,
for purposes of Section 3 hereof, the Credit Support Parties (as defined in
Section 3 hereof) listed on the signature pages hereof, and is made with
reference to that certain Credit Agreement dated as of November 15, 2007 (the
“Credit Agreement”), by
and among Company, Lenders, Morgan Stanley Senior Funding, Inc., as a joint-lead
arranger and syndication agent for Lenders, Wells Fargo Bank, National
Association, as a joint-lead arranger, Bank of America, N.A., BNP Paribas and
The Royal Bank of Scotland plc, as co-documentation agents for Lenders, and
Administrative Agent.  Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.

     

    RECITALS

     

    WHEREAS, Company and Lenders
desire to amend the Credit Agreement to  make certain amendments as
set forth below;

     

    NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:

     

    
      	
              Section
      1.  

            	
              AMENDMENTS
      TO THE CREDIT AGREEMENT

            


    

     

    1.1           Amendment
to Section 6:  Company’s Affirmative
Covenants

     

    Post Closing Matters.
Subsection 6.10 of the Credit Agreement is hereby amended by adding
subsection 6.10F thereto to read in its entirety as follows:

     

    “F. Notwithstanding
anything to the contrary in this subsection 6.10 or subsection 10.6,
Administrative Agent is expressly permitted to waive the delivery of any
documents or instruments or the taking of any actions required to be delivered
or taken pursuant to this subsection 6.10 if (i) in the judgment of
Administrative Agent, Company and Subsidiary Guarantors have attempted in good
faith, but are unable, to deliver such documents or instruments or to take such
actions, (ii) in the judgment of Administrative Agent, the cost of obtaining
such documents or instruments or undertaking such actions outweighs the benefit
of having obtained such documents or instruments or undertaken such actions or
(iii) Administrative Agent deems any of such documents, instruments or actions
immaterial.”

     

    1.2           Amendments
to Section 7:  Company’s Negative Covenants

     

    A. Contingent Obligations.
Subsection 7.4(xi) of the Credit Agreement is hereby amended to read in
its entirety as follows:

     

    “(xi) Company and its Subsidiaries may
become and remain liable with respect to any guaranties of operating leases
entered into by Company or its Subsidiaries in the ordinary course of
business.”

     

    B. Restricted Junior Payments; Payments
on Certain Other Indebtedness.  Subsection 7.5 of the
Credit Agreement is hereby amended by (i) deleting the word “and” at the end of
clause (vi) thereof, (ii) adding the word “and” at the end of clause (vii)
thereof, and (iii) adding the following as new clause (viii)
thereof:

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “(viii) Company may purchase up to
1,000,000 shares of Capital Stock of Company in any Fiscal Year in open market
purchases so long as, after giving pro forma effect to any Indebtedness incurred
to make such purchase, the Consolidated Leverage Ratio as of the most recently
ended Fiscal Quarter prior to such purchase is equal to or less than 2.50:1.00;
provided that
the number of shares permitted to be purchased in any Fiscal Year shall be
increased by an amount equal to the excess, if any, of the number of shares
permitted to be purchased in the previous Fiscal Year (without giving effect to
any adjustment in accordance with this proviso) over the actual number of shares
purchased during such previous Fiscal Year with the share purchases in such
following Fiscal Year to be applied first to such unused amount;”

     

    1.3           Amendment
to Section 10:  Miscellaneous

     

    Subsection
10.14A of the Credit Agreement is hereby amended to read in its entirety as
follows:

     

    “A. Upon the proposed sale or
other disposition of any Collateral to any Person (other than an Affiliate of
Company) that is permitted by this Agreement or to which Requisite Lenders have
otherwise consented, or the sale or other disposition of all of the Capital
Stock of a Subsidiary Guarantor to any Person (other than an Affiliate of
Company) pursuant to a sale or other disposition that is permitted hereunder or
to which Requisite Lenders have otherwise consented or in the event Company
provides written notice to Administrative Agent that any Subsidiary Guarantor is
no longer a Material Domestic Subsidiary or a Domestic Subsidiary required to
execute the Subsidiary Guaranty, for which a Loan Party desires to obtain a
security interest release or a release of the Subsidiary Guaranty from
Administrative Agent, such Loan Party shall deliver an Officer’s Certificate
(i) (a) specifying the Collateral or Capital Stock being sold or otherwise
disposed of in the proposed transaction and (b) stating that the Collateral
or the Capital Stock subject to such disposition is being sold or otherwise
disposed of in compliance with the terms hereof or (ii) stating that such
Subsidiary Guarantor is no longer a Material Domestic Subsidiary or a Domestic
Subsidiary required to execute the Subsidiary Guaranty.  Upon the
receipt of such Officer’s Certificate, Administrative Agent shall, at such Loan
Party’s expense, so long as Administrative Agent (a) has no reason to
believe that the facts stated in such Officer’s Certificate are not true and
correct and (b), if the sale or other disposition of such Collateral or Capital
Stock constitutes an Asset Sale, has received evidence that arrangements
satisfactory to it have been made for delivery of the Net Asset Sale Proceeds if
and as required by subsection 2.4, execute and deliver such releases of its
security interest in such Collateral or such Subsidiary Guaranty, as may be
reasonably requested by such Loan Party.”

     

    
      	
              Section
      2.  

            	
              COMPANY’S
      REPRESENTATIONS AND WARRANTIES

            


    

     

    In order
to induce Lenders to enter into this Amendment and to amend the Credit Agreement
in the manner provided herein, Company represents and warrants to each Lender
that the following statements are true, correct and complete:

     

    A. Corporate Power and
Authority.  Company has all requisite power and authority to
enter into this Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Credit Agreement as amended by this Amendment
(the “Amended
Agreement”).

     

    B. Authorization of
Agreements.  The execution and delivery of this Amendment and
the performance of the Amended Agreement have been duly authorized by all
necessary action on the part of Company.

     

    C. No Conflict.  The
execution and delivery by Company of this Amendment  and the
performance by Company of the Amended Agreement do not and will not (i) violate
any provision of any law or any governmental rule or regulation applicable to
Company or any of its Subsidiaries, the Organizational Documents of Company or
any of its Subsidiaries or any order, judgment or decree of any court or other
Government Authority binding on Company or any of its Subsidiaries, (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of Company or any of
its Subsidiaries in any manner that would be likely to result in a Material
Adverse Effect, (iii) result in or require the creation or imposition of
any Lien upon any of the properties or assets of Company or any of its
Subsidiaries (other than Liens created under any of the Loan Documents in favor
of Administrative Agent on behalf of Lenders or Permitted Encumbrances), or
(iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries,
except for such approvals or consents which will be obtained on or before the
date hereof and disclosed in writing to Lenders.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    D. Governmental
Consents.  The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not require any Governmental Authorization, except as have been
obtained.

     

    E. Binding
Obligation.  This Amendment has been duly executed and
delivered by Company and this Amendment and the Amended Agreement are the
legally valid and binding obligations of Company, enforceable against Company in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors’ rights generally or by equitable principles relating to
enforceability.

     

    F. Incorporation of Representations and
Warranties From Credit Agreement.  The representations and
warranties contained in Section 5 of the Credit Agreement (i) that do not
contain a materiality qualification are and will be true, correct and complete
in all material respects on and as of the date hereof to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date and (ii) that contain a materiality qualification are and will be true,
correct and complete on and as of the date hereof to the same extent as though
made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were true,
correct and complete on and as of such earlier date.

     

    G. Absence of
Default.  No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of
Default.

     

    
      	
              Section
      3.  

            	
              ACKNOWLEDGEMENT
      AND CONSENT

            


    

     

    Each
guarantor, grantor or pledgor listed on the signatures pages hereof (each, a
“Credit Support Party”)
hereby acknowledges and agrees that any of the Subsidiary Guaranty and
Collateral Document (each, a “Credit Support Document”) to
which it is a party or otherwise bound shall continue in full force and effect
and that all of its obligations thereunder shall be valid and enforceable and
shall not be impaired or limited by the execution or effectiveness of this
Amendment.  Each Credit Support Party represents and warrants that all
representations and warranties contained in the Amended Agreement and the Credit
Support Documents to which it is a party or otherwise bound (i) that do not
contain a materiality qualification are and will be true, correct and complete
in all material respects on and as of the date hereof to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date and (ii) that contain a materiality qualification are and will be true,
correct and complete on and as of the date hereof to the same extent as though
made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were true,
correct and complete on and as of such earlier date.

     

    Each
Credit Support Party acknowledges and agrees that (i) notwithstanding the
conditions to effectiveness set forth in this Amendment, such Credit Support
Party is not required by the terms of the Credit Agreement or any other Loan
Document to consent to the amendments to the Credit Agreement effected pursuant
to this Amendment and (ii) nothing in the Credit Agreement, this Amendment
or any other Loan Document shall be deemed to require the consent of such Credit
Support Party to any future amendments to the Credit Agreement.

     

    
      	
              Section
      4.  

            	
              MISCELLANEOUS

            


    

     

    A. Reference
to and Effect on the Credit Agreement and the Other Loan Documents.

     

    (i) On and
after the date hereof, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to
the Credit Agreement, and each reference in the other Loan Documents to the
“Credit Agreement”, “thereunder”, “thereof” or words of like import referring to
the Credit Agreement shall mean and be a reference to the Amended
Agreement.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (ii) Except as
specifically amended by this Amendment, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and
confirmed.

     

    (iii) The
execution, delivery and performance of this Amendment shall not, except as
expressly provided herein, constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of Administrative Agent or any Lender
under, the Credit Agreement or any of the other Loan Documents.

     

    B. Fees and
Expenses.  Company acknowledges that all costs, fees and
expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby, in an amount not to exceed
$12,000, shall be for the account of Company.

     

    C. Headings.  Section and
subsection headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any
other purpose or be given any substantive effect.

     

    D. Applicable
Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE
APPLICATION OF ANOTHER LAW.

     

    E. Counterparts;
Effectiveness.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.  This Amendment shall become effective as of the
date hereof upon the execution of a counterpart hereof by Company, Requisite
Lenders and each of the Credit Support Parties and receipt by Company and
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.

     

     

     

     

     

     

     

    [Remainder
of page intentionally left blank]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered by
their respective officers thereunto duly authorized as of the date first written
above.

     

    
      
        	 	URS
CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ H.
      Thomas Hicks	 
	 	
                 

              	H.
      Thomas Hicks	 
	 	 	Vice
      President and Chief Financial Officer    	 
	 	 	 	 


      

    

     

    CREDIT
SUPPORT PARTIES:

     

    
      
        	 	
                BADGER
      ENERGY, INC., (for purposes of
      Section 3 only) as a Credit Support Party

                 

                BADGER MIDDLE EAST,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                 

                
                  CLEVELAND WRECKING
      COMPANY, (for purposes of Section
      3 only) as a Credit Support Party

                   

                  
                    E.C. DRIVER & ASSOCIATES,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                     

                    EBASCO INTERNATIONAL
      CORPORATION, (for purposes of
      Section 3 only) as a Credit Support Party

                     

                    EG&G DEFENSE MATERIALS,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                     

                    EG&G TECHNICAL SERVICES,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                     

                    ENERGY OVERSEAS INTERNATIONAL,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                     

                    HARBERT-YEARGIN
      INC., (for purposes of
      Section 3 only) as a Credit Support Party

                     

                    LEAR SIEGLER SERVICES,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                     

                    NATIONAL PROJECTS, INC.,
      (for purposes of Section 3 only) as a
      Credit Support Party

                  

                

              	 


      

    

     

    
      
        S-1

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                
                  
                    POMEROY CORPORATION,
      (for purposes of Section 3 only) as a
      Credit Support Party

                     

                    RAYTHEON-EBASCO OVERSEAS
      LTD., (for purposes of Section 3
      only) as a Credit Support Party

                     

                    RUST CONSTRUCTORS INC.,
      (for purposes of Section 3 only) as a
      Credit Support Party

                     

                    RUST CONSTRUCTORS PUERTO RICO,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                     

                    SIGNET TESTING LABORATORIES,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                     

                    THE LEASING CORPORATION,
      (for purposes of Section 3 only) as a
      Credit Support Party

                     

                    UNITED ENGINEERS FAR EAST,
      LTD., (for purposes of Section 3
      only) as a Credit Support Party

                     

                    UNITED ENGINEERS INTERNATIONAL,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                     

                    UNITED MID-EAST,
      INC., (for purposes of
      Section 3 only) as a Credit Support Party

                     

                    URS CONSTRUCTION SERVICES,
      INC., (for purposes of
      Section 3 only) as a Credit Support Party

                  

                

                 

                URS CORPORATION, a Nevada corporation, (for purposes of Section 3 only) as a Credit
      Support Party

                 

                URS CORPORATION - NEW YORK, (for
      purposes of Section 3 only) as a Credit Support Party

                 

                URS CORPORATION - NORTH CAROLINA, (for
      purposes of Section 3 only) as a Credit Support Party

                
                  
                    
                       

                      URS CORPORATION - OHIO,
      (for purposes of Section 3 only) as a
      Credit Support Party

                       

                      URS CORPORATION AES,
      (for purposes of Section 3 only) as a
      Credit Support Party

                       

                      URS CORPORATION
      SOUTHERN, (for purposes of
      Section 3 only) as a Credit Support
      Party

                    

                  

                

              	 


      

    

     

    
      
        S-2

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                URS DISTRICT SERVICES,
      P.C., (for purposes of Section 3
      only) as a Credit Support Party

                 

                URS GREINER WOODWARD-CLYDE
      CONSULTANTS, INC., (for purposes
      of Section 3 only) as a Credit Support Party

                 

                URS GROUP, INC., (for purposes of Section 3 only) as a Credit
      Support Party

                 

                URS HOLDINGS, INC.,
      (for purposes of Section 3 only) as a
      Credit Support Party

                 

                URS INTERNATIONAL, INC.,
      (for purposes of Section 3 only) as a
      Credit Support Party

                 

                URS OPERATING SERVICES,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                 

                URS RESOURCES, LLC,
      (for purposes of Section 3 only) as a
      Credit Support Party

                 

                WASHINGTON-CATALYTIC,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                 

                WASHINGTON ARCHITECTS,
      LLC, (for purposes of Section 3
      only) as a Credit Support Party

                 

                WASHINGTON CONSTRUCTION
      CORPORATION, (for purposes of
      Section 3 only) as a Credit Support Party

                 

                WASHINGTON DEMILITARIZATION
      COMPANY, LLC, (for purposes of
      Section 3 only) as a Credit Support Party

                 

                WASHINGTON GLOBAL SERVICES,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                 

                WASHINGTON GOVERNMENT
      ENVIRONMENTAL SERVICES COMPANY LLC, (for purposes of Section 3 only) as a Credit
      Support Party

                 

                TARGHEE
      INTERNATIONAL LLC, formerly known as Washington Group Argentina,
      Inc., (for purposes of Section 3 only)
      as a Credit Support Party

                 

                WASHINGTON GROUP HOLDINGS
      LIMITED, (for purposes of Section
      3 only) as a Credit Support Party

              	 


      

    

     

    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                
                  
                    WASHINGTON GROUP INTERNATIONAL,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                     

                    WASHINGTON GROUP IRELAND
      LTD., (for purposes of Section 3
      only) as a Credit Support Party

                     

                    WASHINGTON GROUP LATIN AMERICA,
      INC., (for purposes of Section 3
      only) as a Credit Support Party

                  

                

                 

                WASHINGTON GROUP TRANSIT MANAGEMENT COMPANY, (for purposes of Section 3 only) as a Credit
      Support Party

                 

                WASHINGTON HOLDINGS, INC., (for
      purposes of Section 3 only) as a Credit Support Party

                 

                WASHINGTON INFRASTRUCTURE CORPORATION,
      (for
      purposes of Section 3 only) as a Credit Support Party

                 

                WASHINGTON INFRASTRUCTURE SERVICES, INC.,
      (for
      purposes of Section 3 only) as a Credit Support Party

                 

                WASHINGTON INTERNATIONAL, INC., (for
      purposes of Section 3 only) as a Credit Support Party

                
                  
                    
                       

                      WASHINGTON MIDWEST LLC,
      (for purposes of Section 3 only) as a
      Credit Support Party

                       

                      WASHINGTON OHIO SERVICES
      LLC, (for purposes of Section 3
      only) as a Credit Support Party

                       

                      WASHINGTON QUALITY INSPECTION
      COMPANY, (for purposes of
      Section 3 only) as a Credit Support Party

                       

                      WEST VALLEY NUCLEAR SERVICES
      COMPANY LLC, (for purposes of
      Section 3 only) as a Credit Support Party

                       

                      WGCI, INC., (for purposes of Section 3 only) as a
      Credit Support Party

                       

                      WGI ASIA, INC., (for purposes of Section 3 only) as a Credit
      Support Party

                    

                  

                

              	 


      

    

     

    
      
        
        

      

      
        S-4

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 	
                  
                    
                      WGI GLOBAL INC., (for purposes of Section 3 only) as a Credit
      Support Party

                    

                  

                  
                    
                      
                         

                        WGI GLOBAL OPPORTUNITIES
      LLC, (for purposes of Section 3
      only) as a Credit Support Party

                         

                        WGI INDUSTRIAL SERVICES,
      LTD., (for purposes of Section 3
      only) as a Credit Support Party

                         

                        WGI MIDDLE EAST INC.,
      (for purposes of Section 3 only) as a
      Credit Support Party

                         

                        WGI OVERSEAS OPERATIONS
      LLC, (for purposes of Section 3
      only) as a Credit Support Party

                         

                        WISCONSIN POWER CONSTRUCTORS,
      LLC, (for purposes of Section 3
      only) as a Credit Support Party

                      

                    

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ H.
      Thomas Hicks	 
	 	 	H.
      Thomas Hicks	 
	 	 	Attorney
      in Fact  	 
	 	 	 	 


        

      

      

        
          
            
            

          

          
            S-5

            
              

            

          

          
             


          

        

      

    

     

    
      
        
          
            	 	
                    URS
      CARIBE, L.L.P., (for purposes of Section 3 only) as a Credit
      Support Party

                     

                    By: URS
      Greiner Woodward-Clyde Consultants, Inc.

                    Its: Managing Partner

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ H.
      Thomas Hicks	 
	 	 	H.
      Thomas Hicks	 
	 	 	Attorney
      in Fact  	 
	 	 	 	 


          

        

        

          
            
              
              

            

            
              S-6

              
                

              

            

            
               


            

          

        

      

    

     

    
      
        
          
            	 	CLAY STREET PROPERTIES,
      (for purposes of Section 3 only) as a Credit Support Party	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ H.
      Thomas Hicks	 
	 	 	H.
      Thomas Hicks	 
	 	 	President
      and Chief Financial Officer	 
	 	 	 	 


          

        

      

    

     

    
      
        
        

      

      
        S-7

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	 	
                      D&M
      CONSULTING ENGINEERS, INC., (for purposes of Section 3 only) as a
      Credit Support Party

                       

                      DAMES & MOORE GROUP (NY),
      INC., (for purposes of Section 3 only)
      as a Credit Support Party

                       

                      URS
      ARCHITECTURE - OREGON, INC., (for purposes of Section 3 only) as a
      Credit Support Party

                       
URS
      CORPORATION-MARYLAND, (for purposes of Section 3 only) as a Credit
      Support Party

                       
URS CORPORATION
      SERVICES, (for purposes of Section 3 only) as a Credit Support
      Party	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ H.
      Thomas Hicks	 
	 	 	H.
      Thomas Hicks	 
	 	 	Vice
      President and Chief Financial Officer	 
	 	 	 	 


            

          

        

      

    

     

    
      
        
           

        

      

      
        S-8

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	 	GEOTESTING SERVICES,
      INC., (for purposes of Section 3 only) as a Credit Support
      Party	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ H.
      Thomas Hicks	 
	 	 	H.
      Thomas Hicks	 
	 	 	Vice
      President and Chief Financial Officer	 
	 	 	 	 


              

            

          

        

      

       

      
        
          
          

        

        
          S-9

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          
            
              
                	 	AMAN ENVIRONMENTAL
      CONSTRUCTION, INC., (for purposes of Section 3 only) as a Credit
      Support Party	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Steven
      M. Aman	 
	 	 	Steven
      M. Aman	 
	 	 	President
      and Treasurer	 
	 	 	 	 


              

            

          

        

      

      

        
          
            
            

          

          
            S-10

            
              

            

          

          
             


          

        

      

    

     

    
      
        
          
            
              
                
                  	 	BANSHEE CONSTRUCTION COMPANY,
      INC., (for purposes of Section 3 only) as a Credit Support
      Party	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ Rita
      Armstrong	 
	 	 	Rita
      Armstrong	 
	 	 	Vice
      President and Treasurer	 
	 	 	 	 


                

              

            

          

        

        

          
            
              
              

            

            
              S-11

              
                

              

            

            
               


            

          

        

      

    

     

    
      
        
          
            
              
                
                  	 	
                          URS
      ARCHITECTS/ENGINEERS, INC., (for purposes of Section 3 only) as a
      Credit Support Party

                           
URS CORPORATION GREAT
      LAKES, (for purposes of Section 3 only) as a Credit Support
      Party 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ Gary
      Jandegian	 
	 	 	Gary
      Jandegian	 
	 	 	President	 
	 	 	 	 


                

              

            

          

        

         

        
          
            
            

          

          
            S-12

            
              

            

          

          
            
            

          

        

      

    

    
       

    

    
      
        
          
            
              
                
                  	 	URS CORPORATION ARCHITECTURE,
      P.C., (for purposes of Section 3 only) as a Credit Support
      Party	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ Judy
      Rodgers	 
	 	 	Judy
      Rodgers	 
	 	 	Vice
      President and Treasurer	 
	 	 	 	 


                

              

            

          

        

        

          
            
              
              

            

            
              S-13

              
                

              

            

            
               


            

          

        

      

    

     

    
      
        
          
            
              
                
                  	 	URS CORPORATION DESIGN,
      (for purposes of Section 3 only) as a Credit Support Party	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ Judy
      Rodgers	 
	 	 	Judy
      Rodgers	 
	 	 	Vice
      President and Treasurer	 
	 	 	 	 


                

              

            

          

        

        

          
            
              
              

            

            
              S-14

              
                

              

            

            
               


            

          

        

      

    

     

    
      
        
          
            
              
                
                  	 	RADIAN ENGINEERING,
      INC., (for purposes of Section 3 only) as a Credit Support
      Party	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ Joseph
      Masters	 
	 	 	Joseph
      Masters	 
	 	 	Vice
      President	 
	 	 	 	 


                

              

            

          

        

         

        
          
            
            

          

          
            S-15

            
              

            

          

          
            
            

          

        

      

    

    
       

    

    
      
        
          
            
              
                
                  	 	URS CORPORATION
      SOUTHEAST, (for purposes of Section 3 only) as a Credit Support
      Party	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ William
      A. Stevenson	 
	 	 	William
      A. Stevenson	 
	 	 	President
      and Treasurer	 
	 	 	 	 


                

              

            

          

        

        

          
            
              
              

            

            
              S-16

              
                

              

            

            
               


            

          

        

      

    

     

    
      
        
          
            
              
                
                  	 	URS-STEVENSON ARCHITECTURE,
      P.C., (for purposes of Section 3 only)
      as a Credit Support Party	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ William
      A. Stevenson	 
	 	 	William
      A. Stevenson	 
	 	 	President	 
	 	 	 	 


                

              

            

          

        

         

        
          
            
            

          

          
            S-17

            
              

            

          

          
            
            

          

        

      

    

    
       

    

    
      
        
          
            
              
                
                  	 	LEAR SIEGLER LOGISTICS
      INTERNATIONAL, INC., (for purposes of Section 3 only) as a Credit
      Support Party	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ William
      Neeb	 
	 	 	William
      Neeb	 
	 	 	Vice
      President, Chief Financial Officer, Assistant Secretary and Assistant
      Treasurer	 
	 	 	 	 


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        S-18

        
          

        

      

      
         


      

    


    LENDERS:

     

    
      
        
          
            
               

              
                
                  
                    	 	WELLS FARGO BANK, NATIONAL
      ASSOCIATION, Individually and as Administrative
    Agent	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 /s/ Thomas M.
      Gloger	 
	 	 	Thomas M.
      Gloger	 
	 	 	Vice
    President	 
	 	 	 	 

      

                

              

            

          

        

      

      
        
          
          

        

        
          S-19

          
            

          

        

        
          
          

        

      

    

     

    
      
        	 	ALLIED IRISH BANK, as a
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Jean
      Pierre Knight	 
	 	 	Jean
      Pierre Knight	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

    
      
        	
                 

              	
                By:
      

              	/s/ Eanna
      P. Mulkere	 
	 	 	Eanna
      P. Mulkere	 
	 	 	Assistant
      Vice President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-20

          
            

          

        

        
           


        

      

    

     

    
      
        	 	AIB DEBT MANAGEMENT
      LIMITED, as a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Jean
      Pierre Knight	 
	 	 	Jean
      Pierre Knight	 
	 	 	Vice
      President and Investment Advisor to AIB Debt Management Limited	 
	 	 	 	 


      

      
        	
                 

              	
                By:
      

              	/s/ Eanna
      P. Mulkere	 
	 	 	Eanna
      P. Mulkere	 
	 	 	Assistant
      Vice President and Investment Advisor to AIB Debt Management
    Limited	 
	 	 	 	 


      

       

    

    
      
        
           


        

        
          S-21

          
            

          

        

        
           


        

      

    

     

     

    
      
        	 	AUSTRALIA AND NEW ZEALAND
      BANKING GROUP LIMITED, as a
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ John
      W. Wade	 
	 	 	John
      W. Wade	 
	 	 	Deputy
      General Manager and Head of Operations and Infrastructure	 
	 	 	 	 


      

       

    

    
      
        
           


        

        
          S-22

          
            

          

        

        
           


        

      

    

     

    
      
        	 	BANK OF AMERICA, N.A.,
      as a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Matt
      Griesbach	 
	 	 	Matt
      Griesbach	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-23

          
            

          

        

        
           


        

      

    

     

    
      
        	 	BMO CAPITAL MARKETS, as
      a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Isabella
      Battista	 
	 	 	Isabella
      Battista	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-24

          
            

          

        

        
           


        

      

    

     

    
      
        	 	BARCLAYS BANK PLC, as a
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Ann
      E. Sutton	 
	 	 	Ann
      E. Sutton	 
	 	 	Associate
      Director	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-25

          
            

          

        

        
           


        

      

    

     

    
      
        	 	BAYERISCHE LANDESBANK, acting through its New York Branch, as a
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Annette
      Schmidt	 
	 	 	Annette
      Schmidt	 
	 	 	First
      Vice President	 
	 	 	 	 


      

      
        	
                 

              	
                By:
      

              	/s/ Michael
      Hintz	 
	 	 	Michael
      Hintz	 
	 	 	Vice
      President	 
	 	 	 	 
	 	Address:
      560 Lexington Ave., New York,
NY  10022


      

    

     

    
      
        
           


        

        
          S-26

          
            

          

        

        
           


        

      

    

     

    
      
        	 	BNP PARIBAS, as a
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Pierre-Nicholas
      Rogers	 
	 	 	Pierre-Nicholas
      Rogers	 
	 	 	Managing
      Director	 
	 	 	 	 


      

      
        	
                 

              	
                By:
      

              	/s/ Joseph
      A. Mack	 
	 	 	Joseph
      A. Mack	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-27

          
            

          

        

        
           


        

      

    

     

    
      
        	 	CITIBANK N.A., as a
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Thomas
      Faherty	 
	 	 	Thomas
      Faherty	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-28

          
            

          

        

        
           


        

      

    

     

    
      
        	 	COMMERZBANK AG, NEW YORK AND
      GRAND CAYMAN BRANCHES, as a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Christian
      Jagenburg	 
	 	 	Christian
      Jagenburg	 
	 	 	Senior
      Vice President and Manager 	 
	 	 	 	 


      

      
        	
                 

              	
                By:
      

              	/s/ Matthew
      Havens	 
	 	 	Matthew
      Havens	 
	 	 	Assistant
      Treasurer	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-29

          
            

          

        

        
           


        

      

    

     

    
      
        	 	FIFTH THIRD, as a
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Gary
      Losey	 
	 	 	Gary
      Losey	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-30

          
            

          

        

        
           


        

      

    

     

    
      
        	 	FIRST BANK, as a
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Michael
      Law	 
	 	 	Michael
      Law	 
	 	 	Senior
      Vice President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-31

          
            

          

        

        
           


        

      

    

     

    
      
        	 	FORTIS CAPITAL CORP, as
      a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Justin
      Mauch	 
	 	 	Justin
      Mauch	 
	 	 	Vice
      President	 
	 	 	 	 


      

      
        	
                 

              	
                By:
      

              	/s/ Timothy
      Streb	 
	 	 	Timothy
      Streb	 
	 	 	Managing
      Director	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-32

          
            

          

        

        
           


        

      

    

     

    
      
        	 	HSBC BANK USA, N.A., as
      a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ David
      C. Hants	 
	 	 	David
      C. Hants	 
	 	 	Senior
      Vice President and Commercial Executive	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-33

          
            

          

        

        
           


        

      

    

     

    
      
        	 	LA SALLE BANK, N.A., as
      a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Matt
      Griesbach	 
	 	 	Matt
      Griesbach	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-34

          
            

          

        

        
           


        

      

    

     

    
      
        	 	MANUFACTURERS AND TRADERS TRUST
      COMPANY, as a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Heather
      Musick	 
	 	 	Heather
      Musick	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-35

          
            

          

        

        
           


        

      

    

     

    
      
        	 	MB FINANCIAL BANK, N.A.,
      as a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Henry
      Wessel	 
	 	 	Henry
      Wessel	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-36

          
            

          

        

        
           


        

      

    

     

    
      
        	 	MIZUHO CORPORATE BANK,
      LTD., as a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Bertram
      H. Tang	 
	 	 	Bertam
      H. Tang	 
	 	 	Authorized
      Signatory	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-37

          
            

          

        

        
           


        

      

    

     

    
      
        	 	NATIONAL CITY BANK, as a
      Lender	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Karen
      P. Davies	 
	 	 	Karen
      P. Davies	 
	 	 	Senior
      Vice President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-38

          
            

          

        

        
           


        

      

    

     

    
      
        	 	CAPITAL ONE LEVERAGE FINANCE
      CORPORATION, as a Lender	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Ron
      Walker	 
	 	 	Ron
      Walker	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-39

          
            

          

        

        
           


        

      

    

     

    
      
        	 	RAYMOND JAMES BANK, FSB,
      as a Lender	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Joseph
      A. Ciccolini	 
	 	 	Joseph
      A. Ciccolini	 
	 	 	Vice
      President – Senior Corporate Banker	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-40

          
            

          

        

        
           


        

      

    

     

    
      
        	 	THE ROYAL BANK OF SCOTLAND,
      PLC, as a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ L.
      Peter Yetman	 
	 	 	L.
      Peter Yetman	 
	 	 	Senior
      Vice President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-41

          
            

          

        

        
           


        

      

    

     

    
      
        	 	THE BANK OF NOVA SCOTIA,
      as a Lender	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Annabella
      Guo	 
	 	 	Annabella
      Guo	 
	 	 	Director	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-42

          
            

          

        

        
           


        

      

    

     

    
      
        	 	SCOTIABANC INC., as a
      Lender	 
	 	 	 	 
	
              	
                By:
      

              	/s/ J.F.
      Todd	 
	 	 	J.F.
      Todd	 
	 	 	Managing
      Director	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-43

          
            

          

        

        
           


        

      

    

     

    
      
        	 	SUMITOMO MITSUMI BANKING
      CORPORATION, as a Lender	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Leo
      E. Pagarigan	 
	 	 	Leo
      E. Pagarigan	 
	 	 	General
      Manager	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-44

          
            

          

        

        
           


        

      

    

     

    
      
        	 	SUNTRUST BANK, as a
      Lender	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Baerbel
      Freudenthaler	 
	 	 	Baerbel
      Freudenthaler	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-45

          
            

          

        

        
           


        

      

    

     

    
      
        	 	U.S. BANK NATIONAL
      ASSOCIATION, as a Lender	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Conan
      Schleicher	 
	 	 	Conan
      Schleicher	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-46

          
            

          

        

        
           


        

      

    

     

    
      
        	 	UBS LOAN FINANCE LLC, as
      a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Irja
      R. Otsa	 
	 	 	Irja
      R. Otsa	 
	 	 	Associate
      Director	 
	 	 	 	 


      

      
        	
                 

              	
                By:
      

              	/s/ Mary
      E. Evans	 
	 	 	Mary
      E. Evans	 
	 	 	Associate
      Director	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-47

          
            

          

        

        
           


        

      

    

     

    
      
        	 	UNION BANK OF CALIFORNIA,
      N.A., as a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ David
      M. Jackson	 
	 	 	David
      M. Jackson	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-48

          
            

          

        

        
           


        

      

    

     

    
      
        	 	WACHOVIA BANK, N.A., as
      a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Sonja
      Sevcik	 
	 	 	Sonja
      Sevcik	 
	 	 	Vice
      President	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-49

          
            

          

        

        
           


        

      

    

     

    
      
        	 	WESTPAC BANKING
      CORPORATION, as a Lender	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Henrik
      Jensen	 
	 	 	Henrik
      Jensen	 
	 	 	Director	 
	 	 	 	 


      

    

     

    
      
        
           


        

        
          S-50