ex4-1.htm


    
      
        EXHIBIT 4.1 

      

    

     

    Consent
Regarding 

    Creation
of New International Holding Company

     

    This
Consent (this “Consent”) is dated as of
September 29, 2009 and entered into by and among URS Corporation, a Delaware
corporation (“Company”), the financial
institutions listed on the signature pages hereof (“Lenders”) and Wells Fargo
Bank, National Association, as agent for Lenders (“Agent”), and, for purposes
of Section 6 hereof, the Guarantors listed on the signature pages hereof (“Guarantors”) and is made
with reference to that certain Credit Agreement dated as of November 15, 2007
(the “Credit
Agreement”), by and among Company, Lenders and
Agent.  Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.

     

    Recitals

     

    Whereas, Company
desires to create a more tax efficient structure for its Foreign Subsidiaries,
which it expects to result in (i) certain one-time tax savings in connection
with the repatriation of Net Asset Sale Proceeds from the sale of its interest
in MIBRAG Joint Ventures (such savings, the “Upfront Tax Savings”), which
it will use to prepay the Term Loans and (ii) certain additional on-going tax
efficiencies that will benefit Company over time;

     

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

     

    
      Section 1.
Consent

       

    

    
    

    Subject
to the terms and conditions set forth herein and in reliance on the
representations and warranties of Company herein contained, Lenders hereby
consent, pursuant to the provisions of subsection 7.7 of the Credit
Agreement, to (a) URS International Inc. (“URS International”)
transferring the Capital Stock it owns in URS Europe Limited (“URS Europe”) and URS Asia
Pacific Pty. Ltd (“URS Asia
Pacific”) to URS Global Holdings UK Limited (“URS Global UK”), (b)
Washington Group International Inc. (“WGI Ohio”) transferring the
Capital Stock it owns in Washington International Holding Limited (“WIHL”) and URS Canadian
Operations Ltd. (“WGI
Northern”) to URS Global UK, and (c) such sales, issuances, transfers,
exchanges, contributions and other transactions contemplated by the Plan and
Agreement of Reorganization, dated on or about the effective date hereof, by and
among URS Global Holdings, Inc. (“URS Global US”), URS
International, URS Global UK, WGI Ohio, URS Europe, URS Asia Pacific, WIHL and
WGI Northern that result from the transfers described in clauses (a) through (b)
above.  In addition, Lenders hereby consent to the release of
Collateral to the extent it consists of pledged Capital Stock of URS Europe, URS
Asia Pacific, WIHL and WGI Northern (collectively, the “Foreign Subsidiary
Reorganization”); provided, that (i)
upon the consummation of transfers contemplated by the Plan and Agreement of
Reorganization, URS Global UK is a wholly-owned, direct Subsidiary of URS Global
US, (ii) URS Global US is deemed to be a Material Domestic Subsidiary and
executes the Subsidiary Guaranty, Security Agreement and Pledge Agreement and
pledges 66% of the Capital Stock of URS Global UK in accordance with the
requirements of subsection 6.7 of the Credit Agreement and otherwise satisfies
its obligations in respect thereof and (iii) 

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    Company,
upon realization thereof, applies the Upfront Tax Savings to prepay Term Loans
in accordance with subsection 2.4.B(iv) of the Credit
Agreement.  Furthermore, Lenders
hereby confirm that the Foreign Subsidiary Reorganization shall be deemed not to
be an “Asset Sale” for purposes of subsection 7.7 of the Credit
Agreement.

     

    
    

    
      Section 2.
Limitation of Consent

       

    

    Without
limiting the generality of the provisions of subsection 9.6 of the Credit
Agreement, the consent set forth above shall be limited precisely as written,
and nothing in this Consent shall be deemed to:

     

    (a)constitute a waiver of compliance or consent to
any action by Company with respect to (i) subsection 7.7 of the Credit
Agreement in any other instance or (ii) any other term, provision or
condition of the Credit Agreement or any other instrument or agreement referred
to therein; or 

     

    (b)prejudice any right or remedy that Agent or any
Lender may now have or may have in the future under or in connection with the
Credit Agreement or any other instrument or agreement referred to
therein.  

     

    Except as
expressly set forth herein, the terms, provisions and conditions of the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
in all other respects are hereby ratified and confirmed.  This Consent
shall constitute a Loan Document for all purposes of the Credit
Agreement.

     

    
      Section
3. Representations and Warranties

    

    
    

     

    In order
to induce Lenders to enter into this Consent, Company hereby represents and
warrants that after giving effect to this Consent:

     

    (a)as of the date hereof, there exists no Event of
Default or Potential Event of Default under the Credit Agreement;
and

     

    (b)all representations and warranties contained in
the Credit Agreement and the other Loan Documents (i) that do not contain a
materiality qualification are true, correct and complete in all material
respects on and as of the date hereof, except to the extent such representations
and warranties specifically relate to an earlier date, in which case such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date; and (b) that contain a materiality
qualification are true, correct and complete on and as of the date hereof,
except to the extent such representations and warranties specifically relate to
an earlier date, in which case such representations and warranties were true,
correct and complete on and as of such earlier date.

     

    
      Section
4. Counterparts; Effectiveness

    

    
    

     

    This
Consent 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 

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    detached
from multiple separate counterparts and attached to a single counterpart so that
all signature pages are physically attached to the same
document.  This Consent shall become effective as of the date hereof
upon the execution of counterparts hereof by Company and Guarantors and by
Lenders constituting Requisite Lenders and receipt by Company and Agent of
written or telephonic notification of such execution and authorization of
delivery thereof. 

     

    
      Section
5. Governing Law

    

    
    

     

    This
Consent 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.

     

    
      Section 6.
Acknowledgement and Consent By Guarantors

    

    
    

     

    Guarantors
hereby acknowledge that they have read this Consent and consent to the terms
thereof and further hereby confirm and agree that, notwithstanding the
effectiveness of this Consent, the obligations of Guarantors under the
Subsidiary Guaranty shall not be impaired or affected and the Subsidiary
Guaranty is, and shall continue to be, in full force and effect and is hereby
confirmed and ratified in all respects.


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


     

    In Witness Whereof, the
parties hereto have caused this Consent to be duly executed and delivered by
their respective officers thereunto duly authorized as of the date first written
above.  

     

    
      
        	 	
                Company:

              	 
	 	
                URS
      Corporation

              	 
	 	 	 	 
	
                 

              	
                By:
      

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


      


      	
            	
              Lenders:

            	 
	 	
              
                Wells
      Fargo Bank, National Association, individually and as
      Agent

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Robert
      O'Sullivan	 
	 	 	
              Title:
      Vice President / Relationship Manager

            	 
	 	 	 	 


    

     


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

    

      	 	
              
                
                  Abu
      Dhabi International Bank, Inc., as Lender

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ David
      J. Young	 
	 	 	
              Title:
      Vice President

            	 
	 	 	 	 


    

    
      	
               

            	
              By:
      

            	/s/ Pamela
      Sigda	 
	 	 	
              Title:
      Sr. Vice President

            	 


    

     

    
      	
            	
              
                
                  
                    Allied
      Irish Banks Debt Management Ltd., as
    Lender

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Jean
      Pierre Knight	 
	 	 	
              Title:
      Vice President, Investment Advisor to AIB Debt Management,
      Limited

            	 
	 	 	 	 


    

    
      	
               

            	
              By:
      

            	/s/ Larissa
      Megerdichian	 
	 	 	
              Title: Assistant
      Vice President, Investment Advisor to AIB Debt Management,
      Limited

            	 


    

    

      	
            	
              
                
                  
                    Allied
      Irish Banks p.l.c., as Lender

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Jean
      Pierre Knight	 
	 	 	
              Title:
      Vice President

            	 
	 	 	 	 


    

    
      	
               

            	
              By:
      

            	/s/ Larissa
      Megerdichian	 
	 	 	
              Title: Assistant
      Vice President

            


    

     

    
      	
            	
              
                
                  
                    Australia
      and New Zealand Banking Group Limited, as a
      Lender

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Robert
      Grillo	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    Bank
      of America, N.A., as Lender

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ signature
      indecipherable 	 
	 	 	
              Title:
      Vice President

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    Barclays
      Bank PLC, as Lender

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ signature
      indecipherable	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    
      

        	 	
                
                  
                    
                      Bayerische
      Landesbank, New York Branch, as a Lender

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Nikolai
      von Mongden	 
	 	 	
                Title:
      Senior Vice President

              	 
	 	 	 	 


      

      
        	
                 

              	
                By:
      

              	/s/ Michael
      Hintz	 
	 	 	
                Title: Vice
      President

              	 


      

       

      
        	
              	
                
                  
                    
                      
                        Magnetite
      v CLO, Limited

                      

                    

                  

                

              	 
	 	
                Longhorn
      CDO III Ltd.

              	 
	 	
                BlackRock
      Senior Income Series V Limited

              	 
	 	
                BlackRock
      Senior Income Series

              	 
	 	
                BlackRock
      Senior Income Series II

              	 
	 	
                BlackRock
      Senior Income Series IV, as Lenders

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ AnnMarie
      Smith	 
	 	 	
                Title:
      Authorized Signatory

              	 
	 	 	 	 


      

      
      

      

        	
              	
                
                  
                    
                      
                        Blue
      Shield of California

                      

                    

                  

                

              	 
	 	
                Franklin
      CLO V, Limited

              	 
	 	
                Franklin
      Floating Rate Daily Access Fund

              	 
	 	
                Franklin
      Templeton Series II Fund Floating Rate II Fund

              	 
	 	
                Franklin
      Templeton Limited Duration Income Trust

              	 
	 	
                Franklin
      Floating Rate Master Series, as Lenders

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Tyler
      Chan	 
	 	 	
                Title:
      Vice President

              	 
	 	 	 	 


      

      
      

       

      
        	
              	
                
                  
                    
                      
                        BMO
      Capital Markets Financing Inc., as
      Lender

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Scott
      Morris	 
	 	 	
                Title:
      Vice President

              	 
	 	 	 


      

    

     

    


    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

    
      

        	 	
                
                  
                    
                      BNP
      Paribas, as Lender

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Jamie
      Dillon	 
	 	 	
                Title:
      Managing Director

              	 
	 	 	 	 


      

      
        	
                 

              	
                By:
      

              	/s/ Joseph
      Mack	 
	 	 	
                Title: Vice
      President

              	 


      

       

      
        	
              	
                
                  
                    
                      
                        Capital
      One Leverage Finance Corporation, as
      Lender

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Paul
      Dellova	 
	 	 	
                Title:
      SVP

              	 
	 	 	 	 


      

      
      

      

        	
              	
                
                  
                    
                      
                        Citibank,
      NA, as Lender

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Scott
      Kates	 
	 	 	
                Title:
      Vice President

              	 
	 	 	 	 


      

      
      

       

      
        	
              	
                
                  
                    
                      
                        Commerzbank
      AG, as Lender

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Edward
      Forsberg, Jr.	 
	 	 	
                Title:
      Senior Vice President

              	 
	 	 	 	 


      

      
        	
                 

              	
                By:
      

              	/s/ Matias
      Cruces	 
	 	 	
                Title: Vice
      President 

              


      

       

      
        	
              	
                
                  
                    
                      
                        East
      West Bank, as Lender

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Nancy
      A. Moore	 
	 	 	
                Title:
      Senior Vice President

              	 
	 	 	 	 


      

       

      
        	
              	
                
                  
                    
                      
                        Fifth
      Third Bank, as Lender

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ signature
      indecipherable	 
	 	 	
                Title:
      Vice President

              	 
	 	 	 	 


      

       

      
        
          
          

        

        
          vii

          
            

          

        

        
          
          

        

      

    

     

    
      

        	 	
                
                  
                    
                      First
      Bank, as Lender

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Nanci
      Brusati Dias	 
	 	 	
                Title:
      Vice President

              	 
	 	 	 	 


      

      
      

       

      
        	
              	
                
                  
                    
                      
                        Fortis
      Capital Corp., as Lender

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ John
      W. Deehan	 
	 	 	
                Title:
      Director & Group Head

              	 
	 	 	 	 


      

      
        	
                 

              	
                By:
      

              	/s/ John
      Spillane	 
	 	 	
                Title: Vice
      President

              	 


      

      

        	
              	
                
                  
                    
                      
                        General
      Electric Capital Corporation, as
      Lender

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ James
      R. Persico	 
	 	 	
                Title:
      Duly Authorized Signatory

              	 
	 	 	 	 


      

      
      

       

      
        	
              	
                
                  
                    
                      
                        Greyrock
      CDO, LTD.

                      

                    

                  

                

              	 
	 	
                By
      Aladdin Capital Management LLC as Manager, as Lender

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Christine
      M. Barto	 
	 	 	
                Title:
      Authorized Signatory

              	 
	 	 	 	 


      

       

      
        	
              	
                
                  
                    
                      
                        HSBC
      Bank USA, N.A., as Lender

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ David
      Hants	 
	 	 	
                Title:
      SVP, Commercial Executive

              	 
	 	 	 	 


      

       

      
        	
              	
                
                  
                    
                      
                        Landmark
      III CDO Limited

                      

                    

                  

                

              	 
	 	
                By
      Aladdin Capital Management LLC as Manager, as Lender

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Christine
      M. Barto	 
	 	 	
                Title:
      Authorized Signatory

              	 
	 	 	 	 


      

       

      
        
          
          

        

        
          viii

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                
                  
                    
                      
                        Landmark
      III CDO Limited

                      

                    

                  

                

              	 
	 	
                By
      Aladdin Capital Management LLC as Manager, as Lender

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Christine
      M. Barto	 
	 	 	
                Title:
      Authorized Signatory

              	 
	 


      

    

     

    
      
        	
              	
                
                  
                    
                      
                        
                          Landmark
      V CDO Limited

                        

                      

                    

                  

                

              	 
	 	
                By
      Aladdin Capital Management LLC as Manager, as Lender

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Christine
      M. Barto	 
	 	 	
                Title:
      Authorized Signatory

              	 
	 


         

        
          	
                	
                  
                    
                      
                        
                          
                            Landmark
      VI CDO Limited

                          

                        

                      

                    

                  

                	 
	 	
                  By
      Aladdin Capital Management LLC as Manager, as Lender

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Christine
      M. Barto	 
	 	 	
                  Title:
      Authorized Signatory

                	 
	 


           

          
            	
                  	
                    
                      
                        
                          
                            
                              Landmark
      VII CDO Limited

                            

                          

                        

                      

                    

                  	 
	 	
                    By
      Aladdin Capital Management LLC as Manager, as Lender

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Christine
      M. Barto	 
	 	 	
                    Title:
      Authorized Signatory

                  	 
	 


             

            
              	
                    	
                      
                        
                          
                            
                              Landmark
      VIII CDO Limited

                            

                          

                        

                      

                    	 
	 	
                      By
      Aladdin Capital Management LLC as Manager, as Lender

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Christine
      M. Barto	 
	 	 	
                      Title:
      Authorized Signatory

                    	 
	 


               

              
                	
                      	
                        
                          
                            
                              
                                Landmark
      IX CDO Limited

                              

                            

                          

                        

                      	 
	 	
                        By
      Aladdin Capital Management LLC as Manager, as Lender

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Christine
      M. Barto	 
	 	 	
                        Title:
      Authorized Signatory

                      	 
	 


              

            

          

        

      

    

     

    
      
        
        

      

      
        ix

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                
                  
                    
                      
                        
                          LCM
      I Limited Partnership

                        

                      

                    

                  

                

              	 
	 	
                
                  By
      Lyon Capital Management LLC, As Collateral Manager, as
      Lender

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Sophie
      A. Venon	 
	 	 	
                Title:
      Portfolio Manager

              	 
	 


         

        
          
            	
                  	
                    
                      
                        
                          
                            
                              LCM
      II Limited Partnership

                            

                          

                        

                      

                    

                  	 
	 	
                    
                      By
      Lyon Capital Management LLC, As Collateral Manager, as
      Lender

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Sophie
      A. Venon	 
	 	 	
                    Title:
      Portfolio Manager

                  	 
	 


             

            
              
                	
                      	
                        
                          
                            
                              
                                
                                  LCM
      III Ltd.

                                

                              

                            

                          

                        

                      	 
	 	
                        
                          By
      Lyon Capital Management LLC, As Collateral Manager, as
      Lender

                        

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Sophie
      A. Venon	 
	 	 	
                        Title:
      Portfolio Manager

                      	 
	 


                 

                
                  
                    	
                          	
                            
                              
                                
                                  
                                    
                                      LCM
      IV Ltd.

                                    

                                  

                                

                              

                            

                          	 
	 	
                            
                              By
      Lyon Capital Management LLC, As Collateral Manager, as
      Lender

                            

                          	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Sophie
      A. Venon	 
	 	 	
                            Title:
      Portfolio Manager

                          	 
	 


                     

                    
                      
                        	
                              	
                                
                                  
                                    
                                      
                                        
                                          LCM V
      Ltd.

                                        

                                      

                                    

                                  

                                

                              	 
	 	
                                
                                  By
      Lyon Capital Management LLC, As Collateral Manager, as
      Lender

                                

                              	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	/s/ Sophie
      A. Venon	 
	 	 	
                                Title:
      Portfolio Manager

                              	 
	 




                      
                        
                          
                          

                        

                        
                          x

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          	
                	
                  
                    
                      
                        
                          
                            LCM
      VI Limited Partnership

                          

                        

                      

                    

                  

                	 
	 	
                  
                    By
      Lyon Capital Management LLC, As Collateral Manager, as
      Lender

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Sophie
      A. Venon	 
	 	 	
                  Title:
      Portfolio Manager

                	 
	 


          	 	
                  
                    
                      
                        
                          MB
      Financial Bank, N.A., as Lender

                        

                      

                    

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ signature
      indecipherable	 
	 	 	
                  Title:
      Vice President

                	 
	 	 	 	 


          
          

           

          
            	
                  	
                    
                      
                        
                          
                            
                              M&T
      Bank, as Lender

                            

                          

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Sue
      Ann O'Malley	 
	 	 	
                    Title:
      Vice President

                  	 
	 	 	 	 


          

          
          

          

            	
                  	
                    
                      
                        
                          
                            
                              Mega
      International Commercial Bank Co.,
      Ltd.

                            

                          

                        

                      

                    

                  	 
	 	
                    New
      York Branch, as Lender

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Priscilla
      H.T. Hsing	 
	 	 	
                    Title:
      VP & DGM

                  	 
	 	 	 	 


          

          
          

           

          
            	
                  	
                    
                      
                        
                          
                            
                              Mizuho
      Corporate Bank, Ltd., as
    Lender

                            

                          

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ signature
      indecipherable	 
	 	 	
                    Title:
      Authorized Signatory

                  	 
	 	 	 	 


          

           

          
            	
                  	
                    
                      
                        
                          
                            
                              Morgan
      Stanley Bank, N.A., as
Lender

                            

                          

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Ryan
      Vetsch	 
	 	 	
                    Title:
      Authorized Signatory

                  	 
	 	 	 	 


          

          
             

            
              	
                    	
                      
                        
                          
                            
                              
                                Morgan
      Stanley Senior Funding, Inc., as
      Lender

                              

                            

                          

                        

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Ryan
      Vetsch	 
	 	 	
                      Title:
      Authorized Signatory

                    	 
	 	 	 	 


            

             

          



        
          
            
            

          

          
            xi

            
              

            

          

          
            
            

          

        

      

    

    
       

      
        
          
            	
                  	
                    
                      
                        
                          
                            
                              
                                National
      City Bank, as Lender

                              

                            

                          

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Karen
      P. Dawies	 
	 	 	
                    Title:
      Senior Vice President

                  	 
	 


            	 	
                    
                      
                        
                          
                            
                              Raymond
      James Bank, FSB, as a Lender

                            

                          

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Joseph
      A. Ciccolini	 
	 	 	
                    Title:
      Vice President - Senior Corporate Banker

                  	 
	 	 	 	 


            
            

             

            
              	
                    	
                      
                        
                          
                            
                              
                                
                                  Scotiabanc
      Inc., as Lender

                                

                              

                            

                          

                        

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

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

                    	 
	 	 	 	 


            

            
            

            

              	
                    	
                      
                        
                          
                            
                              
                                
                                  Sumitomo
      Mitsui Banking Corporation, as
      Lender

                                

                              

                            

                          

                        

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ William
      M. Ginn	 
	 	 	
                      Title:
      Executive Officer

                    	 
	 	 	 	 


            

            
            

             

            
              	
                    	
                      
                        
                          
                            
                              
                                
                                  SunTrust
      Bank, as Lender

                                

                              

                            

                          

                        

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Shawn
      Wilson	 
	 	 	
                      Title:
      Vice President

                    	 
	 	 	 	 


            

             

            
              	
                    	
                      
                        
                          
                            
                              
                                
                                  The
      Bank of Nova Scotia, as
      Lender

                                

                              

                            

                          

                        

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Teresa
      Wu	 
	 	 	
                      Title:
      Director

                    	 
	 	 	 	 


            

            
               

              
                	
                      	
                        
                          
                            
                              
                                
                                  
                                    The
      Royal Bank of Scotland plc, as
      Lender

                                  

                                

                              

                            

                          

                        

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Donald
      Sutton	 
	 	 	
                        Title:
      Managing Director

                      	 
	 	 	 	 


              

               

            



          
            
              
              

            

            
              xii

              
                

              

            

            
              
              

            

          

        

      

    

    


    
       

      
        	
              	
                
                  
                    
                      
                        
                          UBS
      AG, Stamford Branch, as a
    Lender

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Marie
      Haddad	 
	 	 	
                Title:
      Associate Director

              	 
	 	 	 	 


      

      
        
          	
                   

                	
                  By:
      

                	/s/ Irja
      R. Otsa	 
	 	 	
                  Title: Associate
      Director

                	 


        

      

      
         

        
          	
                	
                  
                    
                      
                        
                          
                            UBS
      Loan Finance, LLC, as a
    Lender

                          

                        

                      

                    

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Marie
      Haddad	 
	 	 	
                  Title:
      Associate Director

                	 
	 	 	 	 


        

        
          
            	
                     

                  	
                    By:
      

                  	/s/ Irja
      R. Otsa	 
	 	 	
                    Title: Associate
      Director

                  	 


          

        

        
           

          
            	
                  	
                    
                      
                        
                          
                            
                              
                                
                                  Union
      Bank, N.A.

                                

                              

                            

                          

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Charles
      Thor	 
	 	 	
                    Title:
      Assistant Vice President

                  	 
	 	 	 	 


          

           

          
            	
                  	
                    
                      
                        
                          
                            
                              
                                
                                  U.S.
      Bank National Association, as
      Lender

                                

                              

                            

                          

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ C.S.
      - signature indecipherable	 
	 	 	
                    Title:
      Vice President

                  	 
	 	 	 	 


          

          
             

            
              	
                    	
                      
                        
                          
                            
                              
                                
                                  
                                    Westpac
      Banking Corporation, as
      Lender

                                  

                                

                              

                            

                          

                        

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Henrik
      Jensen	 
	 	 	
                      Title:
      Director, Corporate & Institutional Banking Americas

                    	 
	 




            
              
                
                

              

              
                xiii

                
                  

                

              

              
                
                

              

            

          

        

      

    


    
      	
            	
              Guarantors:

            	 
	 	
              
                
                  Aman Environmental
      Construction, Inc.

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    Washington
      Holdings, Inc. 

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    Cleveland
      Wrecking Company

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Rita
      Armstrong	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

    


    
      	
            	
              
                
                  
                    EG&G
      Defense Materials, Inc.

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ William
      F. Neeb	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    EG&G
      Technical Services, Inc.

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 




    
      	
            	
              
                
                  
                    E.C.
      Driver & Associates, Inc.

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 




     

    
      
         


      

      
        xiv

        
          

        

      

      
         


      

    


    
      	 	
              
                
                  
                    Lear
      Siegler Logistics International, Inc.

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      Lear
      Siegler Services, Inc.

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      Washington
      California, Inc. 

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Randolph
      J. Hill	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

    


    
      	
            	
              
                
                  
                    
                      Rust
      Constuctors Puerto Rico, Inc.

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Randolph
      J. Hill	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    Rust
      Constructors, Inc.

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Randolph
      J. Hill	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 




    
      	
            	
              
                
                  
                    
                      Signet
      Testing Laboratories, Inc.

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Rita
      Armstrong	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 




    
      
         


      

      
        xv

        
          

        

      

      
         


      

    


    
      	 	
              
                
                  
                    
                      URS
      Caribe, L.L.P.

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Francis
      J. Geran	 
	 	 	
              Title:
      Representative of Partner

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        URS
      Construction Services, Inc.

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        URS
      Corporation

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


    

    


    
      	
            	
              
                
                  
                    
                      
                        URS
      Corporation AES

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ William
      A. Stevenson	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      URS
      Corporation - New York

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Francis
      J. Geran	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 




    
      	
            	
              
                
                  
                    
                      
                        URS
      Corporation - North Carolina

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    


    
      
         


      

      
        xvi

        
          

        

      

      
         


      

    


    
      	 	
              
                
                  
                    
                      
                        URS
      Corporation- Ohio

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          URS
      Corporation Great
Lakes

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          URS
      Corporation Southern

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

    


    
      	
            	
              
                
                  
                    
                      
                        
                          URS
      District Services,
P.C.

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ James
      R. Linthicum	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        URS
      Greiner Woodward-Clyde Consultants,
      Inc.

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Thomas
      W. Bishop	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 




    
      	
            	
              
                
                  
                    
                      
                        
                          URS
      Group, Inc.

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      
         


      

      
        xvii

        
          

        

      

      
         


      

    


    
      	 	
              
                
                  
                    
                      
                        
                          URS
      Holdings, Inc.

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            URS
      International,
    Inc.

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            URS
      Operating Services,
      Inc.

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Charles
      Baker	 
	 	 	
              Title:
      Vice President

            	 
	 	 	 	 


    

    


    
      	
            	
              
                
                  
                    
                      
                        
                          
                            URS
      Resources, LLC

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Chief Financial Officer, Member Representative, and Vice
      President

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          Washington
      Demilitarization Company,
      LLC

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Randoph
      J. Hill	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 




    
      	
            	
              
                
                  
                    
                      
                        
                          
                            Washington
      Government Environmental Services Company
      LLC

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Randoph
      J. Hill	 
	 	 	
              Title:
      Vice President and Assistant Secretary

            	 
	 	 	 	 


    

     


    
      
         


      

      
        xviii

        
          

        

      

      
         


      

    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            Washington
      Group Holdings
      Limited

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Randoph
      J. Hill	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


       

      
        	
              	
                
                  
                    
                      
                        
                          
                            
                              Washington
      Group International,
      Inc.

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Randoph
      J. Hill	 
	 	 	
                Title:
      Director

              	 
	 	 	 	 


         

        
          	
                	
                  
                    
                      
                        
                          
                            
                              
                                Washington
      Group Latin America, Inc.
      

                              

                            

                          

                        

                      

                    

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Randoph
      J. Hill	 
	 	 	
                  Title:
      Director

                	 
	 	 	 	 


           

          
            	
                  	
                    
                      
                        
                          
                            
                              
                                
                                  Washington
      International,
    Inc

                                

                              

                            

                          

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Randoph
      J. Hill	 
	 	 	
                    Title:
      Director

                  	 
	 	 	 	 


             

            
              	
                    	
                      
                        
                          
                            
                              
                                
                                  
                                    Washington
      Midwest LLC

                                  

                                

                              

                            

                          

                        

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Randoph
      J. Hill	 
	 	 	
                      Title:
      Assistant Secretary

                    	 
	 	 	 	 


               

              
                	
                      	
                        
                          
                            
                              
                                
                                  
                                    
                                      WGI
      Middle East Inc.

                                    

                                  

                                

                              

                            

                          

                        

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Randoph
      J. Hill	 
	 	 	
                        Title:
      Director

                      	 
	 	 	 	 




            

          

        

      

    

    
      
         


      

      
        xix

        
          

        

      

      
         


      

    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            
                              Badger
      Energy,
    Inc.

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Randoph
      J. Hill	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


       

      
        	
              	
                
                  
                    
                      
                        
                          
                            
                              
                                Badger
      Middle East,
      Inc.

                              

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Randoph
      J. Hill	 
	 	 	
                Title:
      Director

              	 
	 	 	 	 


         

        
          	
                	
                  
                    
                      
                        
                          
                            
                              
                                
                                  Banshee
      Construction Company,
      Inc.

                                

                              

                            

                          

                        

                      

                    

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Rita
      Armstrong	 
	 	 	
                  Title:
      Director

                	 
	 	 	 	 


          

            	 	
                    
                      
                        
                          
                            
                              
                                Clay
      Street Properties

                              

                            

                          

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ H.
      Thomas Hicks	 
	 	 	
                    Title:
      Director

                  	 
	 	 	 	 


             

            
              	
                    	
                      
                        
                          
                            
                              
                                
                                  
                                    D&M
      Consulting Engineers,
      Inc.

                                  

                                

                              

                            

                          

                        

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ H.
      Thomas Hicks	 
	 	 	
                      Title:
      Director

                    	 
	 	 	 	 


            

             

            
              	
                    	
                      
                        
                          
                            
                              
                                
                                  
                                    Dames
      & Moore Group (NY),
      Inc.

                                  

                                

                              

                            

                          

                        

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ H.
      Thomas Hicks	 
	 	 	
                      Title:
      Director

                    	 
	 	 	 	 


            

            
 

          

        

      

    

    
      
         


      

      
        xx

        
          

        

      

      
         


      

    


    
      	 	
              
                
                  
                    
                      
                        
                          
                            Ebasco
      International
      Corporation

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            
                              Energy
      Overseas International,
      Inc.

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                Geotesting
      Services,
      Inc.

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

    

      	 	
              
                
                  
                    
                      
                        
                          
                            Harbert-Yeargin
      Inc.

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


       

      
        	
              	
                
                  
                    
                      
                        
                          
                            
                              
                                National
      Projects,
    Inc.

                              

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

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

              	 
	 	 	 	 


      

       

      
        	
              	
                
                  
                    
                      
                        
                          
                            
                              
                                Radian
      Engineering,
      Inc.

                              

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ H.
      Thomas Hicks	 
	 	 	
                Title:
      Director

              	 
	 	 	 	 


      

       

    


    
      
         


      

      
        xxi

        
          

        

      

      
         


      

    


    
      	 	
              
                
                  
                    
                      
                        
                          
                            
                              Raytheon-Ebasco
      Overseas,
    Ltd.

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                The
      Leasing
      Corporation

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Randolph
      J. Hill	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  United
      Engineers Far East,
      Ltd.

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


    

    

      	 	
              
                
                  
                    
                      
                        
                          
                            
                              United
      Engineers International,
      Inc.

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


       

      
        	
              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  United
      Mid-East,
      Inc.

                                

                              

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

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

              	 
	 	 	 	 


      

       

      
        	
              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  URS
      Architects/Engineers,
      Inc.

                                

                              

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Francis
      J. Geran	 
	 	 	
                Title:
      Director

              	 
	 	 	 	 


      

       

    

    
      
         


      

      
        xxii

        
          

        

      

      
         


      

    


    
      	 	
              
                
                  
                    
                      
                        
                          
                            
                              
                                URS
      Architecture - Oregon,
      Inc.

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  URS
      Corporation Architecture,
      P.C.

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    URS
      Corporation
      Design

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


    

    

      	 	
              
                
                  
                    
                      
                        
                          
                            
                              
                                URS
      Corporation -
      Maryland

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


       

      
        	
              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    URS
      Corporation
      Services

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ H.
      Thomas Hicks	 
	 	 	
                Title:
      Director

              	 
	 	 	 	 


      

       

      
        	
              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    URS
      Corporation
      Southeast

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ William
      A. Stevenson	 
	 	 	
                Title:
      Director

              	 
	 	 	 	 


      

       

    

    
      
         


      

      
        xxiii

        
          

        

      

      
         


      

    


    
      	 	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  URS-Stevenson
      Architecture,
      P.C.

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ William
      A. Stevenson	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    Washington
      Architects,
      LLC

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Randolph
      J. Hill	 
	 	 	
              Title:
      Assistant Secretary

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      Washington-Catalytic,
      Inc.

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


    

    

      	 	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  Washington
      Construction
      Corporation

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


       

      
        	
              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      Targhee
      International LLC
      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Randolph
      J. Hill	 
	 	 	
                Title:
      Director

              	 
	 	 	 	 


      

       

      
        	
              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      Washington
      Global Services,
      Inc.

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

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

              	 
	 	 	 	 


      

       

    

     

    
      
        
        

      

      
        xxiv

        
          

        

      

      
        
        

      

    

    

      	 	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    Washington
      Group Transit Management
      Company

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


       

      
        	
              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        Washington
      Infrastructure
      Corporation

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

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

              	 
	 	 	 	 


      

       

      
        	
              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Washington Infrastructure
      Services,
      Inc.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

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

              	 
	 	 	 	 


      

      

        	 	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      Washington
      Ohio Services
      LLC

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

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

              	 
	 	 	 	 


         

        
          	
                	
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Washington
      Quality Inspection
      Company

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

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

                	 
	 	 	 	 


        

         

        
          	
                	
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          West
      Valley Nuclear Services Company
      LLC

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Randolph
      J. Hill	 
	 	 	
                  Title:
      Senior Vice President of Legal and Assistant Secretary

                	 
	 	 	 	 


        

        

          
            
               


            

            
              xxv

              
                

              

            

            
               


            

          


          	 	
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          WGCI,
      Inc.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

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

                	 
	 	 	 	 


           

          
            	
                  	
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              WGI
      Asia,
      Inc.

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

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

                  	 
	 	 	 	 


          

           

          
            	
                  	
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                WGI
      Global
      Inc.

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

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

                  	 
	 	 	 	 


          

          

            	 	
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            WGI
      Global Opportunities
      LLC

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

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

                  	 
	 	 	 	 


             

            
              	
                    	
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                WGI
      Industrial Services,
      Ltd.

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Frank
      S. Finlayson	 
	 	 	
                      Title:
      Vice President and Treasurer

                    	 
	 	 	 	 


            

             

            
              	
                    	
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                WGI
      Overseas Operations
      LLC

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

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

                    	 
	 	 	 	 


            

            
 

          

        

      

    


    
      
         


      

      
        xxvi

        
          

        

      

      
         


      

    


    
      	 	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        Wisconsin
      Power Constructors,
      LLC

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

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

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          LopezGarcia
      Group,
      Inc.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

     

    
      	
            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            URS
      Alaska,
      LLC

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              Title:
      Director

            	 
	 	 	 	 


    

    

      xxvii