ex4-4.htm



EXHIBIT 4.4









 


URS CORPORATION


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


This  THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 25, 2011 and entered into by and among URS CORPORATION, a Delaware corporation (“Company”), the financial institutions party thereto from time to time (“Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for Lenders (“Administrative Agent”), and, for purposes of Section 3 hereof, the Credit Support Parties (as defined hereof) listed on the signature pages hereof, and is made with reference to that certain Credit Agreement dated as of November 15, 2007, as amended by the First Amendment to Credit Agreement dated as of June 19, 2008 and the Second Amendment to Credit Agreement dated as of August 25, 2010 (as so amended, the “Credit Agreement”), by and among Company, Lenders, Morgan Stanley Senior Funding, Inc., as a joint-lead arranger and syndication agent for Lenders, Wells Fargo Bank, National Association, as a joint-lead arranger, Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as co-documentation agents for Lenders, and Administrative Agent.  Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.


 


RECITALS


 


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


 


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


 


Section 1.  AMENDMENT TO THE CREDIT AGREEMENT








 


Subsection 7.5(viii) of the Credit Agreement is hereby amended to read in its entirety as follows:


 


“(viii) Company may purchase up to (1) 8,000,000 shares of Capital Stock of Company in Fiscal Year 2011 and (2) 3,000,000 shares of Capital Stock of Company in any other Fiscal Year, in each case at prices available from third parties in an arm’s length transaction; provided that the number of shares permitted to be purchased in any Fiscal Year shall be increased by an amount (not to exceed 3,000,000) equal to the excess, if any, of the number of shares permitted to be purchased in the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the actual number of shares purchased during such previous Fiscal Year with the share purchases in such following Fiscal Year to be applied first to such unused amount;”


 


Section 2.  COMPANY’S REPRESENTATIONS AND WARRANTIES


 








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


 







 




  





i











  








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


 


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


 


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


 


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


 


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


 


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


 


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


 






  





ii











  






 


Section 3.  ACKNOWLEDGEMENT AND CONSENT


 








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


 


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


 


Section 4.  MISCELLANEOUS








 


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


 


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


 


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


 


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


 


B. Fees and Expenses.  Company acknowledges that all costs, fees and expenses as described in subsection 10.2 of the Credit Agreement incurred by Administrative Agent and


 







 






  





iii











  








its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Company.


 


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


 


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


 


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


 


[Remainder of page intentionally left blank]






  





iv











  








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


 




	 	
Company:

	 
	 	 	 
	 	
URS Corporation

	 
	 	 	 	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	H. Thomas Hicks	 
	 	 	Vice President and CFO	 
	 	 	 	 







 


 




	 	
Lenders:

	 
	 	 	 
	 	
Wells Fargo Bank, National Association, individually and as Administrative Agent

	 
	 	 	 	 
	
 

	
By: 

	/s/ John Quick	 
	 	 	John Quick	 
	 	 	Senior Vice President	 
	 	 	 	 









	 	 	 	 
	 	Abu Dhabi International Bank Inc, as Lender	 
	
 

	
By: 

	/s/ David J. Young	 
	 	 	

David J. Young



	 
	 	 	Vice President	 
	 	 	 






	
 

	
By: 

	/s/ Hien Luc	 
	 	 	

Hien Luc



	 
	 	 	Asst. Vice President	 
	 	 	 






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

	
By: 

	/s/ Jean Pierre Knight	 
	 	 	

Jean Pierre Knight



	 
	 	 	Vice President	 
	 	 	 




	
 

	
By: 

	/s/ Mia Bolin	 
	 	 	

Mia Bolin



	 
	 	 	Assistant Vice President	 
	 	 	 







 




 










  





v











  








 



	 	American Savings Bank, as Lender	 
	
 

	
By: 

	/s/ Rian DuBach	 
	 	 	

Rian DuBach



	 
	 	 	Vice President	 
	 	 	 




	 	 	 	 
	 	Australia and New Zealand Banking Group Limited, as Lender	 
	
 

	
By: 

	/s/ John W. Wade	 
	 	 	

John W. Wade



	 
	 	 	
Head of Operations and Infrastructure

	 
	 	 	 






	 	 	 	 






	 	Bank of America, N.A., as Lender	 
	
 

	
By: 

	/s/ Mathew Griesbach	 
	 	 	

Mathew Griesbach



	 
	 	 	
Director

	 
	 	 	 




	 	 	 	 








	 	The Bank of Nova Scotia, as Lender	 
	
 

	
By: 

	/s/ Teresa Wu	 
	 	 	

Teresa Wu



	 
	 	 	
Director

	 
	 	 	 




	 	 	 	 
	 	Barclays Bank PLC, as Lender	 
	
 

	
By: 

	/s/ Allen Huang	 
	 	 	

Allen Huang



	 
	 	 	
AVP

	 
	 	 	 




	 	Bayerische Landesbank, NY Branch, as Lender	 
	
 

	
By: 

	/s/ Rolf Siebert	 
	 	 	

Rolf Siebert



	 
	 	 	Senior Vice President	 
	 	 	 




	
 

	
By: 

	/s/ Suyash Upreti	 
	 	 	

Suyash Upreti



	 
	 	 	Vice President	 
	 	 	 






	 	 	 











 












  





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Big Sky III Senior Loan Trust


By:  Eaton Vance Management as Investment Advisor, as Lender

	 
	
 

	
By: 

	/s/ Michael B. Botthof	 
	 	 	

Michael B. Botthof



	 
	 	 	Vice President	 
	 	 	 




	 	 	 










	 	BMO Capital Markets Financing, Inc., as Lender	 
	
 

	
By: 

	/s/ John Armstrong	 
	 	 	

John Armstrong



	 
	 	 	
Director

	 
	 	 	 










	 	 	 	 
	 	BNP Paribas, as Lender	 
	
 

	
By: 

	/s/ Jamie Dillon	 
	 	 	

Jamie Dillon



	 
	 	 	Managing Director	 
	 	 	 






	
 

	
By: 

	
/s/ Mary-Ann Wong

	 
	 	 	Mary-Ann Wong	 
	
 

	 	Vice President	 
	
 

	 	 



	
 

	 	 	 



	 	Capital One Leverage Finance Corporation, as Lender	 
	
 

	
By: 

	/s/ Paul Dellova	 
	 	 	

Paul Dellova



	 
	 	 	
SVP

	 
	 	 	 






	 	 	 	 
	 	Citibank, N.A., as Lender	 
	
 

	
By: 

	/s/ Christopher M. Hartzell	 
	 	 	

Christopher M. Hartzell



	 
	 	 	
Vice President

	 
	 	 	 




	 	 	 	 
	 	Commerzbank AG, New York and Grand Cayman Branches, as a Lender	 
	
 

	
By: 

	/s/ Patrick Hartweger	 
	 	 	

Patrick Hartweger



	 
	 	 	
Managing Director

	 
	 	 	 






	
 

	
By: 

	
/s/ Peter Wesemeier

	 
	 	 	Peter Wesemeier	 
	
 

	 	Vice President	 
	
 

	 	 





 




  





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Eaton Vance CDO VII PLC


By:  Eaton Vance Management as Interim Investment Advisor, as Lender

	 
	
 

	
By: 

	/s/ Michael B. Botthof	 
	 	 	

Michael B. Botthof



	 
	 	 	
Vice President

	 
	 	 	 
	 	 	 






	 	
Eaton Vance CDO VIII 


By:  Eaton Vance Management as Interim Investment Advisor, as Lender

	 
	
 

	
By: 

	/s/ Michael B. Botthof	 
	 	 	

Michael B. Botthof



	 
	 	 	
Vice President

	 
	 	 	 




	 	 	 	 








	 	
Eaton Vance CDO IX Ltd. 


By:  Eaton Vance Management as Interim Investment Advisor, as Lender

	 
	
 

	
By: 

	/s/ Michael B. Botthof	 
	 	 	

Michael B. Botthof



	 
	 	 	
Vice President

	 
	 	 	 




	 	 	 	 








	 	
Eaton Vance CDO X PLC


By:  Eaton Vance Management as Interim Investment Advisor, as Lender

	 
	
 

	
By: 

	/s/ Michael B. Botthof	 
	 	 	

Michael B. Botthof



	 
	 	 	
Vice President

	 
	 	 	 




	 	 	 	 








	 	
Eaton Vance Institutional Senior Loan Fund


By:  Eaton Vance Management as Interim Investment Advisor, as Lender

	 
	
 

	
By: 

	/s/ Michael B. Botthof	 
	 	 	

Michael B. Botthof



	 
	 	 	
Vice President

	 
	 	 	 







	 	 	 	 








	 	
Eaton Vance 


VT Floating-Rate Income Fund


By:  Eaton Vance Management as Interim Investment Advisor, as Lender

	 
	
 

	
By: 

	/s/ Michael B. Botthof	 
	 	 	

Michael B. Botthof



	 
	 	 	
Vice President

	 
	 	 	 




	 	 	 	 







 




  





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	 	Fifth Third Bank, as Lender	 
	
 

	
By: 

	/s/ Gary S. Losey	 
	 	 	

Gary S. Losey



	 
	 	 	
VP – Corporate Banking

	 
	 	 	 






	 	 	 	 
	 	General Electric Capital Corporation, as Lender	 
	
 

	
By: 

	/s/ James R. Persico	 
	 	 	

James R. Persico



	 
	 	 	Duly Authorized Signatory	 
	 






	 	 	 	 
	 	HSBC Bank USA, National Association, as Lender	 
	
 

	
By: 

	/s/ David Hants	 
	 	 	

David Hants



	 
	 	 	Senior Vice President	 
	 






	 	 	 
	 	M&T Bank. as Lender	 
	
 

	
By: 

	/s/ Sue Ann O’Malley	 
	 	 	


Sue Ann O’Malley





	 
	 	 	
Vice President

	 
	 



 





	 	 	 	 
	 	MB Financial Bank, N.A., as Lender	 
	
 

	
By: 

	/s/ Henry Wessel	 
	 	 	

Henry Wessel



	 
	 	 	Vice President	 
	 






	 	 	 	 
	 	Mizuho Corporate Bank, Ltd., as Lender	 
	
 

	
By: 

	/s/ Leon Mo	 
	 	 	

Leon Mo



	 
	 	 	Authorized Signatory	 
	 






	 	 	 	 
	 	Morgan Stanley Bank, N.A.,  as Lender	 
	
 

	
By: 

	/s/ S. E. Saxe	 
	 	 	

S.E. Saxe



	 
	 	 	Authorized Signatory	 
	 






	 	 	 	 
	 	Morgan Stanley Senior Funding, Inc., as Lender	 
	
 

	
By: 

	/s/ S. E. Saxe	 
	 	 	

S. E. Saxe



	 
	 	 	Authorized Signatory	 
	 





 




  





ix











  




 





	 	The Royal Bank of Scotland, plc as Lender	 
	
 

	
By: 

	/s/ L. Peter Yetman	 
	 	 	

L. Peter Yetman



	 
	 	 	Director	 
	 






	 	 	 	 
	 	Sumitomo Mitsui Banking Corporation, as Lender	 
	
 

	
By: 

	/s/ Yasuhiko Imai	 
	 	 	

Yasuhiko Imai



	 
	 	 	Group Head	 
	 




	 	 	 	 
	 	SunTrust Bank, as Lender	 
	
 

	
By: 

	/s/ Baerbel Freudenthaler	 
	 	 	

Baerbel Freudenthaler



	 
	 	 	Director	 
	 	 	 	 
	 







	 	UBS Loan Finance, LLC, as Lender	 
	
 

	
By: 

	/s/ Irja R. Otsa	 
	 	 	

Irja R. Otsa



	 
	 	 	Associate Director	 
	 	 	 








	
 

	
By: 

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












	 	 	 	 
	 	U.S. Bank National Association, as Lender	 
	
 

	
By: 

	/s/ Conan Schleicher	 
	 	 	

Conan Schleicher



	 
	 	 	Vice President 	 
	 








	 	 	 	 
	 	Union Bank N.A., as Lender	 
	
 

	
By: 

	/s/ Ian Ritchie	 
	 	 	

Ian Ritchie



	 
	 	 	Assistant Vice President 	 
	 






	 	 	 	 
	 	United Overseas Bank Limited, New York Agency, as Lender	 
	
 

	
By: 

	/s/ K. Jin Koh	 
	 	 	

K. Jin Koh



	 
	 	 	Senior Vice President & General Manager	 
	 	 	 




	
 

	
By: 

	/s/ Mario Sheng	 
	 	 	Mario Sheng	 
	 	 	
Assistant Vice President

	 
	 





 




  





x











  






 





	 	
Venture III CDO Limited


By its investment advisor, MJX Asset Managment LLC, as Lender

	 
	
 

	
By: 

	/s/ Martin Davey	 
	 	 	

Martin Davey



	 
	 	 	Managing Director	 
	 



	 	 	 	 
	 	
Venture IV CDO Limited


By its investment advisor, MJX Asset Managment LLC, , as Lender

	 
	
 

	
By: 

	/s/ Martin Davey	 
	 	 	

Martin Davey



	 
	 	 	Managing Director	 
	 






	 	 	 
	 	
Venture V CDO Limited


By its investment advisor, MJX Asset Managment LLC, as Lender

	 
	
 

	
By: 

	/s/ Martin Davey	 
	 	 	

Martin Davey



	 
	 	 	Managing Director	 
	 






	 	 	 
	 	
Venture VI CDO Limited


By its investment advisor, MJX Asset Managment LLC, as Lender

	 
	
 

	
By: 

	/s/ Martin Davey	 
	 	 	

Martin Davey



	 
	 	 	Managing Director	 






	 	 	 






	 	 	 
	 	
Venture VII CDO Limited


By its investment advisor, MJX Asset Managment LLC, as Lender

	 
	
 

	
By: 

	/s/ Martin Davey	 
	 	 	

Martin Davey



	 
	 	 	Managing Director	 






	 	 	 
	 	 	 
	 	
Venture VIII CDO Limited


By its investment advisor, MJX Asset Managment LLC, as Lender

	 
	
 

	
By: 

	/s/ Martin Davey	 
	 	 	

Martin Davey



	 
	 	 	Managing Director	 






	 	 	 
	 	 	 
	 	
Venture IX CDO Limited


By its investment advisor, MJX Asset Managment LLC, as Lender

	 
	
 

	
By: 

	/s/ Martin Davey	 
	 	 	

Martin Davey



	 
	 	 	Managing Director	 
	 	 	 	 






	 	 	 
	 	
Vista Leveraged Income Fund


By its investment advisor, MJX Asset Managment LLC, as Lender

	 
	
 

	
By: 

	/s/ Martin Davey	 
	 	 	

Martin Davey



	 
	 	 	Managing Director	 





 




  





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	 	Guarantors:	 
	 	 	 	 
	 	
Aman Environmental Construction, Inc.

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 




	 	 	 	 
	 	URS E&C Holdings, Inc. [f.k.a. Washington Holdings, Inc.] [f.k.a. Bear Merger Sub, Inc.]	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 
	 	 	 
	 	Cleveland Wrecking Company






	
 

	
By: 

	/s/ Aaron Fetzer	 
	 	 	

Aaron Fetzer



	 
	 	 	Director	 
	 	 	 
	 	 	 








	 	

EG&G Defense Materials, Inc.



	 
	
 

	
By: 

	/s/ William F. Neeb	 
	 	 	

William F. Neeb



	 
	 	 	Director	 
	 	 	 




	 	 	 	 
	 	URS Federal Technical Services, Inc. [f.k.a. EG&G Technical Services, Inc.]	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 
	 	 	 
	 	 





 




  





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	 	E.C. Driver & Associates, Inc.	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 








	 	 	 
	 	

Lear Siegler Logistics International, Inc.



	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 




	 	 	 	 
	 	URS Federal Support Services, Inc. [f.k.a. Lear Siegler Services, Inc.]	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 
	 	 
	 	Washington California, Inc. [f.k.a. Pomeroy Corporation]






	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 






	 	 	 	 
	 	Rust Constuctors Puerto Rico, Inc.	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 	 	 





 




  





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	 	Rust Constuctors, Inc.	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 






	 	 	 	 
	 	Signet Testing Laboratories, Inc.	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 	 	 	 
	 








	 	

URS Caribe, L.L.P.



	 
	
 

	
By: 

	/s/ Rene Purcell	 
	 	 	

Rene Purcell



	 
	 	 	Authorized Representative	 
	 	 	 




	 	 	 	 
	 	URS Construction Services, Inc.	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 
	 	 	 
	 	URS Corporation






	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 





 




  





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URS Corporation AES



	 
	
 

	
By: 

	/s/ Paul F. Schmidt	 
	 	 	

Paul F. Schmidt



	 
	 	 	Director	 
	 	 	 




	 	 	 	 
	 	URS Corporation - New York	 
	
 

	
By: 

	/s/ Francis J. Geran	 
	 	 	

Francis J. Geran



	 
	 	 	Director	 
	 	 	 
	 	 
	 	URS Corporation - North Carolina






	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 






	 	 	 	 
	 	URS Corporation- Ohio	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 






	 	 	 	 
	 	URS Corporation Great Lakes	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 





 




  





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	 	URS Corporation Southern	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 	 
	 










	 	


URS District Services, P.C.





	 
	
 

	
By: 

	/s/ James R. Linthicum	 
	 	 	

James R. Linthicum



	 
	 	 	Director	 
	 	 	 




	 	 	 	 
	 	URS Greiner Woodward-Clyde Consultants, Inc.	 
	
 

	
By: 

	/s/ Francis J. Geran	 
	 	 	

Francis J. Geran



	 
	 	 	Director	 
	 	 	 
	 	 	 
	 	URS Group, Inc.






	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 






	 	 	 
	 	

URS Holdings, Inc.



	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 





 




  





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URS International, Inc.

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 
	 	 
	 	URS Operating Services, Inc.






	
 

	
By: 

	/s/ Charles Baker	 
	 	 	

Charles Baker



	 
	 	 	Vice President	 
	 



	 	 	 	 
	 	URS Resources, LLC	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	CFO, Member representative & VP	 
	 	 	 



	 	 	 	 
	 	Washington Demilitarization Company, LLC	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 



	 	 	 	 
	 	Washington Government Environmental Services Company LLC	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Vice President and Assistant Secretary	 
	 















  





xvii











  








 



	 	



Washington Group Holdings Limited







	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 	 	 




	 	 	 	 
	 	
URS Energy & Construction, Inc. [f.k.a. Washington Group International, Inc.]

	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 	 	 
	 	 	 
	 	Washington Group Latin America, Inc.






	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 






	 	 	 
	 	

URS International Projects, Inc. [f.k.a. Washington International, Inc.]



	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 	 	 




	 	 	 	 
	 	
Washington Midwest LLC

	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Assistant Secretary	 
	 	 	 
	 	 





 




  





xviii











  






 



	 	
WGI Middle East Inc.

	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 



	 	 	 	 
	 	Badger Energy, Inc.	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 	 	 



	 	 	 	 
	 	
Badger Middle East, Inc.

	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 



	 	 	 	 
	 	Banshee Construction Company, Inc.	 
	
 

	
By: 

	/s/ Aaron Fetzer	 
	 	 	

Aaron Fetzer



	 
	 	 	Director	 
	 










	 	



Clay Street Properties







	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 





 




  





xix











  






 



	 	
D&M Consulting Engineers, Inc.

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 
	 	 	 
	 	Dames & Moore Group (NY), Inc.






	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 






	 	 	 
	 	

WD Global, Inc. [f.k.a. Ebasco International Corporation]



	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 




	 	 	 	 
	 	
Energy Overseas International, Inc.

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 
	 	 
	 	
Geotesting Services, Inc.








	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 





 




  





xx











  






 



	 	 	 	 
	 	
Harbert-Yeargin Inc.

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 






	 	 	 	 
	 	
National Projects, Inc.

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 






	 	 	 	 
	 	Radian Engineering, Inc.	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 








	 	



Raytheon-Ebasco Overseas, Ltd.







	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 




	 	 	 	 
	 	
The Leasing Corporation

	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 	 	 
	 	 	 
	 	United Engineers Far East, Ltd.






	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 






	 	 	 





 




  





xxi











  






 



	 	

United Engineers International, Inc.



	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 
	 	 	 






	 	
United Mid-East, Inc.

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 
	 	 
	 	
URS Architects/Engineers, Inc.








	
 

	
By: 

	/s/ Francis J. Geran	 
	 	 	

Francis J. Geran



	 
	 	 	Director	 
	 






	 	 	 	 
	 	
URS Architecture - Oregon, Inc.

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 






	 	 	 	 
	 	
URS Corporation Architecture, P.C.

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 





 




  





xxii











  






 



	 	 	 	 
	 	URS Corporation Design	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 	 
	 








	 	



URS Corporation - Maryland







	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 




	 	 	 	 
	 	
URS Corporation Services

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Director	 
	 	 	 
	 	 	 
	 	URS Corporation Southeast






	
 

	
By: 

	/s/ Steven R. Flukinger	 
	 	 	

Steven R. Flukinger



	 
	 	 	Director	 
	 






	 	 	 
	 	

URS-Stevenson Architecture, P.C.



	 
	
 

	
By: 

	/s/ Ronald R. Henry	 
	 	 	

Ronald R. Henry



	 
	 	 	Director	 
	 	 	 





 




  





xxiii











  






 



	 	 	 	 
	 	
Washington Architects, LLC

	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Assistant Secretary	 
	 	 	 
	 	 
	 	
Washington-Catalytic, Inc.








	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 



	 	 	 	 
	 	
Washington Construction Corporation

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 



	 	 	 	 
	 	
Targhee International LLC [f.k.a. Washington Group Argentina, Inc.]

	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 



	 	 	 	 
	 	Washington Global Services, Inc.	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 















  





xxiv











  








 



	 	




Washington Group Transit Management Company









	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 




	 	 	 	 
	 	
Washington Infrastructure Corporation

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 
	 	 	 
	 	Washington Infrastructure Services, Inc.






	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 






	 	 	 
	 	

Washington Ohio Services LLC



	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 




	 	 	 	 
	 	
Washington Quality Inspection Company

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 
	 	 





 




  





xxv











  






 



	 	
West Valley Nuclear Services Company LLC

	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Sr. Vice President of Legal and Assistant Secretary	 
	 



	 	 	 	 
	 	
WGCI, Inc.

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 



	 	 	 	 
	 	
URS Asia, Inc. [f.k.a. WGI Asia, Inc.]

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 



	 	 	 	 
	 	WGI Global Inc.	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 	 
	 










	 	





URS Global Opportunities LLC [f.k.a. WGI Global Opportunities LLC]











	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 













  





xxvi











  








 




	 	

WGI Industrial Services, Ltd.



	 
	
 

	
By: 

	/s/ Frank S. Finlayson	 
	 	 	

Frank S. Finlayson



	 
	 	 	Vice President and Treasurer	 
	 	 	 
	 	 	 
	 	URS Overseas Operations LLC [f.k.a. WGI Overseas Operations LLC]






	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 






	 	 	 
	 	

Wisconsin Power Constructors, LLC



	 
	
 

	
By: 

	/s/ Randolph J. Hill	 
	 	 	

Randolph J. Hill



	 
	 	 	Director	 
	 	 	 




	 	 	 	 
	 	
LopezGarcia Group, Inc.

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 
	 	 
	 	
URS Alaska, LLC








	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 





 




  





xxvii











  






 



	 	

URS Federal Services, Inc.



	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 




	 	 	 	 
	 	
URS Federal Services International, Inc.

	 
	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 	 	 
	 	 
	 	
URS Global Holdings Inc.








	
 

	
By: 

	/s/ H. Thomas Hicks	 
	 	 	

H. Thomas Hicks



	 
	 	 	Vice President and CFO	 
	 





 




 



xx