exhibit4-4.htm


Exhibit 4.4


 


THIRD SUPPLEMENTAL INDENTURE


 


This Third Supplemental Indenture and Guarantee, dated as of May 14, 2012 (this "Supplemental Indenture" or "Guarantee"), among URS Corporation, Aman Environmental Construction, Inc. ("Aman"), Apptis, Inc. ("Apptis"), B.P. Barber & Associates, Inc. ("BP"), Cleveland Wrecking Company ("Cleveland"), E.C. Driver & Associates, Inc. ("EC"), EG&G Defense Materials, Inc. ("EG&G"), ForeRunner Corporation ("ForeRunner"), Lear Siegler Logistics International, Inc. ("Lear"), Rust Constructors Inc. ("Rust"), Signet Testing Laboratories, Inc. ("Signet"), URS Alaska, LLC ("URS Alaska"), URS Construction Services, Inc. ("URS Construction"), URS Corporation (Nevada) ("URS Nevada"), URS Corporation Great Lakes ("URS Great Lakes"), URS Corporation Southern ("URS Southern"), URS Corporation – New York ("URS New York"), URS Corporation – North Carolina ("URS North Carolina"), URS Corporation – Ohio ("URS Ohio"), URS Energy & Construction, Inc. ("URS Energy"), URS Federal Services, Inc. ("URS FSI"), URS Federal Services International, Inc. ("URS FSII"), URS Federal Support Services, Inc. ("URS FSSI"), URS Federal Technical Services, Inc. ("URS FTSI"), URS Fox US LP ("URS Fox"), URS Global Holdings, Inc. ("URS GHI"), URS Group, Inc. ("URS Group"), URS Holdings, Inc. ("URS Holdings"), URS International Projects, Inc. ("URS Projects"), URS Nuclear LLC ("URS Nuclear"), URS Operating Services, Inc. ("URS Operating"),  Washington Demilitarization Company, LLC ("Washington Demilitarization"), Washington Government Environmental Services Company LLC ("Washington Environmental"), Washington Ohio Services LLC ("Washington Ohio"), and WGI Global Inc. (together with URS Corporation, Aman, Apptis, BP, Cleveland, EC, EG&G, ForeRunner, Lear, Rust, Signet, URS Alaska, URS Construction, URS Nevada, URS Great Lakes, URS Southern, URS New York, URS North Carolina, URS Ohio, URS Energy, URS FSI, URS FSII, URS FSSI, URS FTSI, URS Fox, URS GHI, URS Group, URS Holdings, URS Projects, URS Nuclear, URS Operating, Washington Demilitarization, Washington Environmental and Washington Ohio, the "New Guarantors"), Flint Energy Services Ltd. (together with its successors and assigns, the "Issuer") and Computershare Trust Company of Canada, as trustee, transfer agent, paying agent and registrar under such Indenture (the "Trustee").


 


W I T N E S S E T H:


 


WHEREAS, the Issuer, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of June 8, 2011 ("Original Indenture") as amended and supplemented by the Supplemental Indenture dated as of October 20, 2011 among Carson Energy Services Ltd., Supreme Oilfield Construction Ltd., the Issuer and the Trustee (the "First Supplemental Indenture") as further amended and supplemented by the Second Supplemental Indenture dated as of May __, 2012 among the Issuer and the Trustee (the "Second Supplemental Indenture"; the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, is hereinafter called the "Indenture"), providing for the issuance of an unlimited aggregate principal amount of 7.50% Senior Notes due 2019 of the Issuer (the "Notes");


 


WHEREAS, pursuant to Section 9.1(d) of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder, to add additional Guarantors.


 


NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each New Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and rateable benefit of the Holders as follows:


 


ARTICLE I


Definitions


 


SECTION 1.1 Defined Terms


 


As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals thereto are used herein as therein defined.  The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.


 




  





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ARTICLE II


Agreement to be Bound; Guarantee


 


SECTION 2.1 Agreement to be Bound


 


Each New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.  Each New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.  For greater certainty, the provisions of Section 10.5 of the Indenture shall be applicable to each New Guarantor.


 


SECTION 2.2 Guarantee


 


Each New Guarantor hereby fully, unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations of the Issuer pursuant to the Notes and the Indenture and in any event no later than within 15 days of the Issuer failing to make payment.


 


SECTION 2.3 Confirmation of Guarantee


 


Each New Guarantor hereby acknowledges and confirms to each Holder and the Trustee that its guarantee under Article 10 of the Indenture and Section 2.2 of this Supplemental Indenture shall remain in full force and effect and shall continue to apply to the Obligations pursuant to the Notes and the Indenture of the successor Issuer resulting from the amalgamation of the Issuer and URS Canada Holdings Ltd. which is expected to occur shortly after this Supplemental Indenture becomes effective.


 










  





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ARTICLE III


Miscellaneous


 


SECTION 3.1 Notices


 


All notices and other communications to the New Guarantors shall be given as provided in the Indenture to the New Guarantors, at their address as set forth below:


 


600 Montgomery Street


26th Floor


San Francisco, CA 94111


Fax: (415) 986-4167


Attention:  Treasurer


 


In each case with a copy to (which shall not constitute notice):


 


Flint Energy Services Ltd.


700, 300 – 5th Avenue S.W.


Calgary, Alberta  T2P 3C4


Fax:  (403) 215-5445


Attention:  Chief Financial Officer


 


- and -


 


URS Corporation


600 Montgomery Street


26th Floor


San Francisco, CA 94111


Fax: (415) 986-4167


Attention:  Treasurer


 


SECTION 3.2 Parties


 


Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.


 


SECTION 3.3 Governing Law


 


This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein.


 


SECTION 3.4 Severability Clause


 


In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.


 




  





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SECTION 3.5 Ratification of Indenture; Supplemental Indenture; Part of Indenture; No Liability of Trustee


 


Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee does not make any representation or warranty as to the validity or sufficiency of this Supplemental Indenture or each New Guarantor’s Guarantee.


 


SECTION 3.6 Counterparts


 


The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.


 


SECTION 3.7 Headings


 


The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.


 


[Signatures on following page]


 










  





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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.


 


 




	 	FLINT ENERGY SERVICES LTD.	 
	 	 	 	 
	
 

	
By: 

	/s/ W.J. (Bill) Lingard	 
	 	 	Name: W.J. (Bill) Lingard	 
	 	 	Title: President and CEO	 
	 	 	 	 







 





	 	
URS CORPORATION


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 





 



 





	 	
AMAN ENVIRONMENTAL CONSTRUCTION, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Steven M. Aman	 
	 	 	Name: Steven M. Aman	 
	 	 	Title: Authorized Officer	 
	 















 



 





	 	
APPTIS, INC, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Mark Gray	 
	 	 	Name: Mark Gray	 
	 	 	Title: Authorized Officer	 
	 





 




 





	 	
B.P. BARBER & ASSOCIATES, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 





 



 





	 	
CLEVELAND WRECKING COMPANY


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Aaron Fetzer	 
	 	 	Name: Aaron Fetzer	 
	 	 	Title: Authorized Officer	 
	 





 



 





	 	
E.C. DRIVER & ASSOCIATES, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 























 










 


 


 


 















  





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EG&G DEFENSE MATERIALS, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/  Randall A. Wotring	 
	 	 	Name: Randall A. Wotring	 
	 	 	Title: Authorized Officer	 
	 





 




 





	 	
FORERUNNER CORPORATION


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 





 





 







	 	
LEAR SIEGLER LOGISTICS INTERNATIONAL, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Randall A. Wotring	 
	 	 	Name: Randall A. Wotring	 
	 	 	Title: Authorized Officer	 
	 





 



 





	 	
RUST CONSTRUCTORS INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Judy Rodgers	 
	 	 	Name: Judy Rodgers	 
	 	 	Title: Authorized Officer	 
	 






 





	 	
SIGNET TESTING LABORATORIES, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Ronald Scott Wilson	 
	 	 	Name: Ronald Scott Wilson	 
	 	 	Title: Authorized Officer	 
	 






 





	 	
URS ALASKA, LLC


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 






 





	 	
URS CONSTRUCTION SERVICES, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 





























 








 


 










 


 


 


 




















  





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URS CORPORATION (NEVADA)


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 











 


 









	 	
URS CORPORATION GREAT LAKES


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 











 





 









	 	
URS CORPORATION SOUTHERN


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 











 






 





	 	
URS CORPORATION - NEW YORK


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Gary Jandegian	 
	 	 	Name: Gary Jandegian	 
	 	 	Title: Authorized Officer	 
	 











 






 





	 	
URS CORPORATION - NORTH CAROLINA


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 











 






 





	 	
URS CORPORATION - OHIO


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Judy L. Rodgers	 
	 	 	Name: Judy L. Rodgers	 
	 	 	Title: Authorized Officer	 
	 











 







 





	 	
URS ENERGY & CONSTRUCTION, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 











 














  





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URS FEDERAL SERVICES, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Randall A. Wotring	 
	 	 	Name: Randall A. Wotring	 
	 	 	Title: Authorized Officer	 
	 





 








 


 






	 	
URS FEDERAL SERVICES INTERNATIONAL, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Randall A. Wotring	 
	 	 	Name: Randall A. Wotring	 
	 	 	Title: Authorized Officer	 
	 





 










 







	 	
URS FEDERAL SUPPORT SERVICES, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Randall A. Wotring	 
	 	 	Name: Randall A. Wotring	 
	 	 	Title: Authorized Officer	 
	 





 








 






	 	
URS FEDERAL TECHNICAL SERVICES, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Randall A. Wotring	 
	 	 	Name: Randall A. Wotring	 
	 	 	Title: Authorized Officer	 
	 














 





	 	
URS FOX US LP, by its general partner, URS CANADA SUPPORT 2 ULC


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 











 









 





	 	
URS GLOBAL HOLDINGS,, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 












 





 





	 	
URS GROUP, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 











 




















  





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URS HOLDINGS, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 











 






 








	 	
URS INTERNATIONAL PROJECTS, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 











 









 





	 	
URS NUCLEAR LLC


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Judy L. Rodgers	 
	 	 	Name: Judy L. Rodgers	 
	 	 	Title: Authorized Officer	 
	 











 









 





	 	
URS OPERATING SERVICES, INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Gary Jandegian	 
	 	 	Name: Gary Jandegian	 
	 	 	Title: Authorized Officer	 
	 











 









 





	 	
WASHINGTON DEMILITARIZATION COMPANY, LLC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 











 






 








	 	
WASHINGTON GOVERNMENT ENVIRONMENTAL SERVICES COMPANY LLC


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 











 














  





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WASHINGTON OHIO SERVICES LLC


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	Name: H. Thomas Hicks	 
	 	 	Title: Chief Financial Officer	 
	 











 







 








	 	
WGI GLOBAL INC.


as a Guarantor

	 
	 	 	 	 
	
 

	
By: 

	/s/ Robert W. Zaist	 
	 	 	Name: Robert W. Zaist	 
	 	 	Title: Authorized Officer	 
	 











 







 








	 	
COMPUTERSHARE TRUST COMPANY OF CANADA.


as Trustee

	 
	 	 	 	 
	
 

	
By: 

	/s/ Nazim Nathoo	 
	 	 	Name: Nazim Nathoo	 
	 	 	Title: Corporate Trust Officer	 
	 












	
 

	
By: 

	/s/ Laura Leong	 
	 	 	Name: Laura Leong	 
	 	 	Title: Corporate Trust Officer	 
	 































  





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