ex4-4.htm


    
      
        EXHIBIT 4.4 

      

    

     

    Consent
Regarding

    Application
of MIBRAG Proceeds

     

    This
Consent (this “Consent”)
is dated as of February 16, 2010 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,
in June of 2009, Company and its Subsidiaries received approximately $257
million from the sale of interests in the MIBRAG Joint Ventures by a Foreign
Subsidiary (the “MIBRAG
Proceeds”);

     

    Whereas,
at the time of such sale, Company (i) notified Lenders that it would retain $50
million of the MIBRAG Proceeds for overseas reinvestment, (ii) prepaid $57
million of Term Loans with MIBRAG Proceeds repatriated on a tax free basis, and
(iii) determined it would repatriate the balance of the MIBRAG Proceeds and
prepay the Term Loans after the payment of taxes resulting from the
repatriation;

     

    Whereas,
pursuant to that certain Consent Regarding Creation of New International Holding
Company dated as of September 29, 2009 (the “September
Consent”), (i) Lenders (a) gave their consent to a reorganization of the
ownership of certain Foreign Subsidiaries in order to create (1) certain
one-time tax savings in connection with the repatriation of the MIBRAG Proceeds
(such savings, the “UpFront
Tax Savings”), and (2) certain additional on-going tax efficiencies and
(b) agreed to release certain Collateral in connection with the reorganization,
and (ii) Company agreed to apply the UpFront Tax Savings to prepay Term
Loans;

     

    Whereas,
Company has now determined that there may be potential foreign and
domestic acquisitions that it may wish to pursue;

     

    Whereas,
the Credit Agreement does not require the prepayment of Term Loans with
the balance of the MIBRAG Proceeds if the repatriation of such funds would
result in a material tax liability and thus permits Company to use the balance
of the MIBRAG Proceeds for foreign but not domestic
reinvestments;

     

    Whereas,
Lenders are willing to permit Company and its Subsidiaries to use the
balance of the MIBRAG Proceeds (including the UpFront Tax Savings) for general
corporate purposes including domestic acquisitions;

     

    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, notwithstanding the provisions of subsection 2.4B(iii)(a) of the Credit
Agreement and the terms of the September Consent, to the use by Company and its
Subsidiaries of all or any portion of the MIBRAG Proceeds (including the UpFront
Tax Savings) for general corporate purposes, including domestic acquisitions
permitted under subsection 7.3 of the Credit Agreement, whether or not the
MIBRAG Proceeds are reinvested within the timeframe specified in the Credit
Agreement.

     


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    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 2.4B(iii)(a) of the Credit Agreement or the September
Consent in any other instance or (ii) any other term, provision or
condition of the Credit Agreement, the September Consent 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, the September Consent
or any other instrument or agreement referred to therein.

     

    Except as
expressly set forth herein, the terms, provisions and conditions of the Credit
Agreement, the September Consent 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 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.

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    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.

     

    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	 
	 	 	
                H.
      Thomas Hicks

              	 
	 	 	Vice
      President and CFO	 
	 	 	 	 


      

       

      
        	
              	Lenders:	 
	 	 	 	 
	 	Wells
      Fargo Bank, National Association, individually and as Agent	 
	
                 

              	
                By:
      

              	/s/ Robert
      O'Sullivan	 
	 	 	
                
                  Robert
      O'Sullivan

                

              	 
	 	 	Vice
      President	 
	 	 	 


      

      
        	
              	 	 	 
	 	Abu
      Dhabi International Bank Inc, as Lender	 
	
                 

              	
                By:
      

              	/s/ David
      J. Young	 
	 	 	
                
                  David
      J. Young

                

              	 
	 	 	Vice
      President	 
	 	 	 


      

      
        	
                 

              	
                By:
      

              	/s/ Nagy
      S. Kolta	 
	 	 	
                
                  Nagy
      S. Kolta

                

              	 
	 	 	Executive
      Vice President	 
	 	 	 


      

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

              	
                By:
      

              	/s/ Jean
      Pierre Knight	 
	 	 	
                
                  Jean
      Pierre Knight

                

              	 
	 	 	Vice
      President	 
	 	 	 


        
          	
                   

                	
                  By:
      

                	/s/ Brent
      Phillips	 
	 	 	
                  
                    Brent
      Phillips

                  

                	 
	 	 	Vice
      President	 
	 	 	 


        

      

       

    

     


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

     

    
      	
            	Allied
      Irish Banks Debt Management Ltd., as Lender	 
	
               

            	
              By:
      

            	/s/ Jean
      Pierre Knight	 
	 	 	
              
                Jean
      Pierre Knight

              

            	 
	 	 	Vice
      President, Investment Advisor to AIB Debt Management, Limited	 
	 	 	 


      
        	
                 

              	
                By:
      

              	/s/ Brent
      Phillips	 
	 	 	
                
                  Brent
      Phillips

                

              	 
	 	 	Vice
      President, Investment Advisor to AIB Debt Management, Limited	 
	 	 	 


      

      
        	
              	 	 	 
	 	Australia
      and New Zealand Banking Group Limited, as Lender	 
	
                 

              	
                By:
      

              	/s/ John
      W. Wade	 
	 	 	
                
                  John
      W. Wade

                

              	 
	 	 	
                Deputy
      General Manager, Head of Operations and Infrastructure

              	 
	 	 	 


      

      
        	
              	 	 	 
	 	Bacchus
      (U.S.) 2006-1, Ltd., as Lender	 
	
                 

              	
                By:
      

              	/s/ David
      Snyder	 
	 	 	
                
                  David
      Snyder

                

              	 
	 	 	
                President

              	 
	 	 	 


      

      
        	
              	 	 	 
	 	Bank
      of America, N.A., as Lender	 
	
                 

              	
                By:
      

              	/s/ G.
      - signature illegible	 
	 	 	
                
                  G.
      - signature illegible

                

              	 
	 	 	
                Vice
      President

              	 
	 	 	 


        
          	
                	 	 	 
	 	The
      Bank of East Asia, Limited, New York Branch, as Lender	 
	
                   

                	
                  By:
      

                	/s/ Kenneth
      Pettis	 
	 	 	
                  
                    Kenneth
      Pettis

                  

                	 
	 	 	Senior
      Vice President	 
	 	 	 


          
            	
                     

                  	
                    By:
      

                  	/s/ Kitty
      Sin	 
	 	 	
                    
                      Kitty
      Sin

                    

                  	 
	 	 	Senior
      Vice President	 
	 	 	 


          

        

      

      
        	
              	 	 	 
	 	The
      Bank of Nova Scotia, as Lender	 
	
                 

              	
                By:
      

              	/s/ Teresa
      Wu	 
	 	 	
                
                  Teresa
      Wu

                

              	 
	 	 	
                Director

              	 
	 	 	 


        
          	
                	 	 	 
	 	Barclays
      Bank PLC, as Lender	 
	
                   

                	
                  By:
      

                	/s/ Craig
      Malloy	 
	 	 	
                  
                    Craig
      Malloy

                  

                	 
	 	 	
                  Director

                	 
	 	 	 


           

        

      

       

    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

     

    
      	
            	Bayerische
      Landesbank, New York Branch, as Lender	 
	
               

            	
              By:
      

            	/s/ Alexander
      Kohnert	 
	 	 	
              
                Alexander
      Kohnert

              

            	 
	 	 	Senior
      Vice President	 
	 	 	 


      
        	
                 

              	
                By:
      

              	/s/ Gina
      Hoey	 
	 	 	
                
                  Gina
      Hoey

                

              	 
	 	 	Vice
      President	 
	 	 	 


      

      
        	
              	 	 	 
	 	Blue
      Shield of California, as Lender	 
	
                 

              	
                By:
      

              	/s/ David
      Ardini	 
	 	 	
                
                  David
      Ardini

                

              	 
	 	 	
                Vice
      President

              	 
	 	 	 


        
          	
                	 	 	 
	 	BMO
      Capital Markets Financing, Inc., as Lender	 
	
                   

                	
                  By:
      

                	/s/ Scott
      Morris	 
	 	 	
                  
                    Scott
      Morris

                  

                	 
	 	 	
                  Vice
      President

                	 
	 	 	 


        

      

    

    
      	
            	 	 	 
	 	BNP
      Paribas, as Lender	 
	
               

            	
              By:
      

            	/s/ Jamie
      Dillon	 
	 	 	
              
                Jamie
      Dillon

              

            	 
	 	 	Managing
      Director	 
	 	 	 


      
        	
                 

              	
                By:
      

              	/s/ Joseph
      Mack	 
	 	 	Vice
      President	 
	 	 	 


        	
              	 	 	 
	 	Bridgeport
      CLO Ltd., as Lender	 
	 	
                By:  Deerfield
      Capital Management LLC as its Collateral Manager

              	 
	 	 	 
	
                 

              	
                By:
      

              	/s/ Ken
      Selle	 
	 	 	
                
                  Ken
      Selle

                

              	 
	 	 	Managing
      Director	 
	 


        	
              	 	 	 
	 	Bridgeport
      CLO II Ltd., as Lender	 
	 	
                By:  Deerfield
      Capital Management LLC as its Collateral Manager

              	 
	 	 	 
	
                 

              	
                By:
      

              	/s/ Ken
      Selle	 
	 	 	
                
                  Ken
      Selle

                

              	 
	 	 	Managing
      Director	 
	 


        	
              	 	 	 
	 	Burr
      Ridge CLO Plus Ltd., as Lender	 
	 	
                By:  Deerfield
      Capital Management LLC as its Collateral Manager

              	 
	 	 	 
	
                 

              	
                By:
      

              	/s/ Ken
      Selle	 
	 	 	
                
                  Ken
      Selle

                

              	 
	 	 	Managing
      Director	 
	 




        
          
             


          

          
            v

            
              

            

          

          
             


          

        


        	 	Capital
      One Leverage Finance Corporation, as Lender	 
	
                 

              	
                By:
      

              	/s/ Ron
      Walker	 
	 	 	
                
                  Ron
      Walker

                

              	 
	 	 	
                SVP

              	 
	 	 	 


        
          	
                	 	 	 
	 	Caterpillar
      Financial Services Corporation, as Lender	 
	
                   

                	
                  By:
      

                	/s/ Michael
      M. Ward	 
	 	 	
                  
                    Michael
      M. Ward

                  

                	 
	 	 	
                  Credit
      & Operations Manager – Syndications

                	 
	 	 	Caterpillar
      Financial Services Corporation	 
	 	 	 


        

      

      
        	
              	 	 	 
	 	Citibank,
      N.A., as Lender	 
	
                 

              	
                By:
      

              	/s/ C.H.
      – signature illegible	 
	 	 	
                
                  C.H.
      – signature illegible

                

              	 
	 	 	
                Vice
      President

              	 
	 	 	 


        
          	
                	 	 	 
	 	Commerz
      Bank A.G., as Lender	 
	
                   

                	
                  By:
      

                	/s/ Matias
      Cruces	 
	 	 	
                  
                    Matias
      Cruces

                  

                	 
	 	 	
                  Vice
      President

                	 
	 	 	 


        

      

      	
            	 	 	 
	 	East
      West Bank, as Lender	 
	
               

            	
              By:
      

            	/s/ Nancy
      A. Moore	 
	 	 	
              
                Nancy
      A. Moore

              

            	 
	 	 	
              Senior
      Vice President

            	 
	 	 	 


      
        	
              	 	 	 
	 	Fifth
      Third Bank, as Lender	 
	
                 

              	
                By:
      

              	/s/ Gary
      Josey	 
	 	 	
                
                  Gary
      Josey

                

              	 
	 	 	
                VP
      – Corporate Banking

              	 
	 	 	 


      

      
        	
              	 	 	 
	 	Forest
      Creek CLO, Ltd., as Lender	 
	 	
                By:  Deerfield
      Capital Management LLC as its Collateral Manager

              	 
	 	 	 
	
                 

              	
                By:
      

              	/s/ Ken
      Selle	 
	 	 	
                
                  Ken
      Selle

                

              	 
	 	 	Managing
      Director	 
	 


      

    

    
      	
            	 	 	 
	 	Fortis
      Capital Corp., as Lender	 
	
               

            	
              By:
      

            	/s/ John
      W. Deegan	 
	 	 	
              
                John
      W. Deegan

              

            	 
	 	 	Director
      & Group Head	 
	 	 	 


      
        	
                 

              	
                By:
      

              	/s/ Carlos
      del Mamol	 
	 	 	Carlos
      del Mamol	 
	 	 	Head
      of International Desk N.A.	 
	 


      

    

     

    
      
         


      

      
        vi

        
          

        

      

      
         


      

    

     

    
      	
            	Franklin
      CLO V, Limited, as Lender	 
	
               

            	
              By:
      

            	/s/ David
      Ardini	 
	 	 	
              
                
                  David
      Ardini, Franklin Advisers, Inc., as Collateral
      Manager

                

              

            	 
	 	 	
              Vice
      President

            	 
	 


    

    
      	
            	 	 	 
	 	Franklin
      Floating Rate Daily Access Fund, as Lender	 
	
               

            	
              By:
      

            	/s/ Richard
      Hsu	 
	 	 	
              
                Richard
      Hsu

              

            	 
	 	 	Vice
      President	 
	 	 	 


    

    
      	
            	 	 	 
	 	Franklin
      Floating Rate Master Series, as Lender	 
	
               

            	
              By:
      

            	/s/ Richard
      Hsu	 
	 	 	
              
                Richard
      Hsu

              

            	 
	 	 	Vice
      President	 
	 	 	 


    

    
      	
            	 	 	 
	 	Franklin
      Templeton Limited Duration Income Trust, as Lender	 
	
               

            	
              By:
      

            	/s/ Richard
      Hsu	 
	 	 	
              
                Richard
      Hsu

              

            	 
	 	 	Vice
      President	 
	 	 	 


    

    
      	
            	 	 	 
	 	Franklin
      Templeton Series II Funds Franklin Floating Rate II Fund, as
    Lender	 
	
               

            	
              By:
      

            	/s/ Richard
      Hsu	 
	 	 	
              
                Richard
      Hsu

              

            	 
	 	 	Vice
      President	 
	 	 	 


      
        	
              	 	 	 
	 	General
      Electric Capital Corporation, as Lender	 
	
                 

              	
                By:
      

              	/s/ James
      R. Persico	 
	 	 	
                
                  James
      R. Persico

                

              	 
	 	 	Duly
      Authorized Signatory	 
	 


      

    

    
      	
            	 	 	 
	 	Greyrock
      CDO, Ltd.	 
	 	
              By:  Aladdin
      Capital Management LLC as Manager, as Lender

            	 
	 	 	 
	
               

            	
              By:
      

            	/s/ Christine
      M. Barto	 
	 	 	
              
                Christine
      M. Barto

              

            	 
	 	 	Authorized
      Signatory	 
	 


      	
            	 	 	 
	 	HSBC
      Bank USA, N.A., as Lender	 
	
               

            	
              By:
      

            	/s/ David
      Hants	 
	 	 	
              
                David
      Hants

              

            	 
	 	 	Senior
      Vice President	 
	 


    

     

    
      
         


      

      
        vii

        
          

        

      

      
         


      

    

     

    
      	
            	Landmark
      III CDO Limited	 
	 	
              By:  Aladdin
      Capital Management LLC as Manager, as Lender

            	 
	 	 	 
	
               

            	
              By:
      

            	/s/ Christine
      M. Barto	 
	 	 	
              
                Christine
      M. Barto

              

            	 
	 	 	Authorized
      Signatory	 
	 


    

    
      	 	 	 
	
            	Landmark
      IV CDO Limited	 
	 	
              By:  Aladdin
      Capital Management LLC as Manager, as Lender

            	 
	 	 	 
	
               

            	
              By:
      

            	/s/ Christine
      M. Barto	 
	 	 	
              
                Christine
      M. Barto

              

            	 
	 	 	Authorized
      Signatory	 
	 


      	
            	 	 
	
            	Landmark
      V CDO Limited	 
	 	
              By:  Aladdin
      Capital Management LLC as Manager, as Lender

            	 
	 	 	 
	
               

            	
              By:
      

            	/s/ Christine
      M. Barto	 
	 	 	
              
                Christine
      M. Barto

              

            	 
	 	 	Authorized
      Signatory	 
	 


      	
            	 	 
	
            	Landmark
      VI CDO Limited	 
	 	
              By:  Aladdin
      Capital Management LLC as Manager, as Lender

            	 
	 	 	 
	
               

            	
              By:
      

            	/s/ Christine
      M. Barto	 
	 	 	
              
                Christine
      M. Barto

              

            	 
	 	 	Authorized
      Signatory	 
	 


      	
            	 	 
	
            	Landmark
      VII CDO Limited	 
	 	
              By:  Aladdin
      Capital Management LLC as Manager, as Lender

            	 
	 	 	 
	
               

            	
              By:
      

            	/s/ Christine
      M. Barto	 
	 	 	
              
                Christine
      M. Barto

              

            	 
	 	 	Authorized
      Signatory	 
	 


      	
            	 	 
	
            	Landmark
      VIII CDO Limited	 
	 	
              By:  Aladdin
      Capital Management LLC as Manager, as Lender

            	 
	 	 	 
	
               

            	
              By:
      

            	/s/ Christine
      M. Barto	 
	 	 	
              
                Christine
      M. Barto

              

            	 
	 	 	Authorized
      Signatory	 
	 


      	
            	 	 
	
            	Landmark
      IX CDO Limited	 
	 	
              By:  Aladdin
      Capital Management LLC as Manager, as Lender

            	 
	 	 	 
	
               

            	
              By:
      

            	/s/ Christine
      M. Barto	 
	 	 	
              
                Christine
      M. Barto

              

            	 
	 	 	Authorized
      Signatory	 
	 


    


    
      
         


      

      
        viii

        
          

        

      

      
         


      

    

     

    
      	
            	Mrt
      Bank. as Lender	 
	
               

            	
              By:
      

            	/s/ Sue
      O’Malley	 
	 	 	
              
                
                  Sue
      O’Malley

                

              

            	 
	 	 	
              V.P.

            	 
	 


       

    

    
      	
            	 	 	 
	 	MB
      Financial Bank, N.A., as Lender	 
	
               

            	
              By:
      

            	/s/ Henry
      Wesser	 
	 	 	
              
                Henry
      Wesser

              

            	 
	 	 	Vice
      President	 
	 


    

    
      	
            	 	 	 
	 	Mizuho
      Corporate Bank, Ltd., as Lender	 
	
               

            	
              By:
      

            	/s/ signature
      illegible	 
	 	 	
              
                Name:
      signature illegible

              

            	 
	 	 	Authorized
      Signatory	 
	 


    

    
      	
            	 	 	 
	 	Morgan
      Stanley Bank, N.A.,  as Lender	 
	
               

            	
              By:
      

            	/s/ Ryan
      Vetsch	 
	 	 	
              
                Ryan
      Vetsch

              

            	 
	 	 	Authorized
      Signatory	 
	 


    

    
      	
            	 	 	 
	 	Morgan
      Stanley Senior Funding, Inc., as Lender	 
	
               

            	
              By:
      

            	/s/ Ryan
      Vetsch	 
	 	 	
              
                Ryan
      Vetsch

              

            	 
	 	 	Authorized
      Signatory	 
	 


    

    
      	
            	 	 	 
	 	National
      City Bank, as Lender	 
	
               

            	
              By:
      

            	/s/ Karen
      P. Davies	 
	 	 	
              
                Karen
      P. Davies

              

            	 
	 	 	Senior
      Vice President	 
	 


    

    
      	
            	 	 	 
	 	Raymond
      James Bank, FSB, as Lender	 
	
               

            	
              By:
      

            	/s/ Joseph
      A. Ciccolini	 
	 	 	
              
                Joseph
      A. Ciccolini

              

            	 
	 	 	Vice
      President – Senior Corporate Banker	 
	 


    

    
      	
            	 	 	 
	 	Rosedale
      CLO Ltd.	 
	 	By:  Princeton
      Advisory Group, Inc as Collateral Manager	 
	 	 	 
	
               

            	
              By:
      

            	/s/ Anna
      Chin	 
	 	 	
              
                Anna
      Chin

              

            	 
	 	 	Senior
      Analyst	 
	 


    

    
      	
            	 	 	 
	 	Rosedale
      CLO II Ltd.	 
	 	By:  Princeton
      Advisory Group, Inc as Collateral Manager	 
	 	 	 
	
               

            	
              By:
      

            	/s/ Anna
      Chin	 
	 	 	
              
                Anna
      Chin

              

            	 
	 	 	
              Senior
      Analyst

            	 
	 


    

     

    
      
        
           


        

        
          ix

          
            

          

        

        
           


        

      

    

    
      	
            	 	 	 
	 	Rosemont
      CLO, Ltd., as Lender	 
	 	By:  Deerfield
      Capital Management LLC as its Collateral Manager	 
	 	 	 
	
               

            	
              By:
      

            	/s/ Ken
      Selle	 
	 	 	
              
                Ken
      Selle

              

            	 
	 	 	
              Managing
      Director

            	 
	 


    

    
      	
            	 	 	 
	 	 Royal
      Bank of Scotland, plc as Lender	 
	
               

            	
              By:
      

            	/s/ Jack
      Wesolek	 
	 	 	
              
                Jack
      Wesolek

              

            	 
	 	 	Senior
      Vice President	 
	 


    

    
      	
            	 	 	 
	 	
              Scotiabanc
      Inc., as Lender

            	 
	
               

            	
              By:
      

            	/s/ J.F.
      Todd	 
	 	 	
              
                J.F.
      Todd

              

            	 
	 	 	Managing
      Director	 
	 


      	
            	 	 	 
	 	
              State
      Bank of India, as Lender

            	 
	
               

            	
              By:
      

            	/s/ Prabodh
      Parikh	 
	 	 	
              
                Prabodh
      Parikh

              

            	 
	 	 	Vice
      President & Head (Credit)	 
	 


      	
            	 	 	 
	 	Sumitomo
      Mitsui Banking Corporation, as Lender	 
	
               

            	
              By:
      

            	/s/ William
      M. Ginn	 
	 	 	
              
                William
      M. Ginn

              

            	 
	 	 	Executive
      Officer	 
	 


      
        	
              	 	 	 
	 	SunTrust
      Bank, as Lender	 
	
                 

              	
                By:
      

              	/s/ M.R.
      – signature illegible	 
	 	 	
                
                  M.R.
      – signature illegible

                

              	 
	 	 	Managing
      Director	 
	 


      

      
        	
              	 	 	 
	 	U.S.
      Bank National Association, as Lender	 
	
                 

              	
                By:
      

              	/s/ Conan
      Schleicher	 
	 	 	
                
                  Conan
      Schleicher

                

              	 
	 	 	Vice
      President 	 
	 


      

       

    

    
      	
            	 	 	 
	 	UBS
      AG, Stamford Branch, as Lender	 
	
               

            	
              By:
      

            	/s/ Marie
      Haddad	 
	 	 	
              
                Marie
      Haddad

              

            	 
	 	 	Associate
      Director	 
	 	 	 


      
        	
                 

              	
                By:
      

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


      

    

     


    
      
         


      

      
        x

        
          

        

      

      
         


      

    

     

    
      	 	UBS
      Loan Finance, LLC, as Lender	 
	
               

            	
              By:
      

            	/s/ Marie
      Haddad	 
	 	 	
              
                Marie
      Haddad

              

            	 
	 	 	Associate
      Director	 
	 	 	 


      
        	
                 

              	
                By:
      

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


      

    

    
      	
            	 	 	 
	 	Union
      Bank N.A., as Lender	 
	
               

            	
              By:
      

            	/s/ David
      Jackson	 
	 	 	
              
                David
      Jackson

              

            	 
	 	 	Vice
      President 	 
	 


    

    
      	
            	 	 	 
	 	United
      Overseas Bank Limited, New York Agency, as Lender	 
	
               

            	
              By:
      

            	/s/ K.
      Jin Koh	 
	 	 	
              
                K.
      Jin Koh

              

            	 
	 	 	SVP
      & GM	 
	 	 	 


      
        	
                 

              	
                By:
      

              	/s/ Mario
      Sheng	 
	 	 	Mario
      Sheng	 
	 	 	
                AVP

              	 
	 


      

    

    
      	
            	 	 	 
	 	
              Wachovia
      Bank, N.A., as Lender

            	 
	
               

            	
              By:
      

            	/s/ David
      E. Stolpe	 
	 	 	
              
                David
      E. Stolpe

              

            	 
	 	 	Senior
      Vice President 	 
	 


      	
            	 	 	 
	 	Westpac
      Banking Corporation, as Lender	 
	
               

            	
              By:
      

            	/s/ Henrik
      Jensen	 
	 	 	
              
                Henrik
      Jensen

              

            	 
	 	 	Director,
      Corporate & Institutional Banking Americas	 
	 


    

    
      	 	 	 
	
            	Guarantors:	 
	 	 	 	 
	 	
              Aman
      Environmental Construction, Inc.

            	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              
                H.
      Thomas Hicks

              

            	 
	 	 	Director	 
	 	 	 


      
        	
              	 	 	 
	 	Washington
      Holdings, Inc. [f.k.a. Bear Merger Sub, Inc.]	 
	
                 

              	
                By:
      

              	/s/ H.
      Thomas Hicks	 
	 	 	
                
                  H.
      Thomas Hicks

                

              	 
	 	 	Director	 
	 	 	 
	 	 	 
	 	Cleveland
      Wrecking Company


      

      
        	
                 

              	
                By:
      

              	/s/ Rita
      Armstrong	 
	 	 	
                
                  Rita
      Armstrong

                

              	 
	 	 	Director	 
	 	 	 


      

       

    

    
      
         


      

      
        xi

        
          

        

      

      
         


      

    

     

    
      	
            	
              
                EG&G
      Defense Materials, Inc.

              

            	 
	
               

            	
              By:
      

            	/s/ William
      F. Neeb	 
	 	 	
              
                William
      F. Neeb

              

            	 
	 	 	Director	 
	 	 	 


      
        	
              	 	 	 
	 	EG&G
      Technical Services, Inc.	 
	
                 

              	
                By:
      

              	/s/ H.
      Thomas Hicks	 
	 	 	
                
                  H.
      Thomas Hicks

                

              	 
	 	 	Director	 
	 	 	 
	 	 	 
	 	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	 
	 	 	 


      
        	
              	 	 	 
	 	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	 
	 	 	 


        	
              	 	 	 
	 	Rust
      Constuctors, Inc.	 
	
                 

              	
                By:
      

              	/s/ Randolph
      J. Hill	 
	 	 	
                
                  Randolph
      J. Hill

                

              	 
	 	 	Director	 
	 


        	
              	 	 	 
	 	Signet
      Testing Laboratories, Inc.	 
	
                 

              	
                By:
      

              	/s/ Rita
      Armstrong	 
	 	 	
                
                  Rita
      Armstrong

                

              	 
	 	 	Director	 
	 




    

    
      
         


      

      
        xii

        
          

        

      

      
         


      

    

     

    
      	
            	
              
                URS
      Caribe, L.L.P.

              

            	 
	
               

            	
              By:
      

            	/s/ Francis
      J. Geran	 
	 	 	
              
                Francis
      J. Geran

              

            	 
	 	 	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	 
	 


      

      
        	 	 	 
	
              	
                
                  URS
      Corporation AES

                

              	 
	
                 

              	
                By:
      

              	/s/ William
      A. Stevenson	 
	 	 	
                
                  William
      A. Stevenson

                

              	 
	 	 	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	 
	 


          	
                	 	 	 
	 	URS
      Corporation Southern	 
	
                   

                	
                  By:
      

                	/s/ H.
      Thomas Hicks	 
	 	 	
                  
                    H.
      Thomas Hicks

                  

                	 
	 	 	Director	 
	 


        

      

    


    
      
         


      

      
        xiii

        
          

        

      

      
         


      

    

     

    
      	
            	
              
                
                  URS
      District Services, P.C.

                

              

            	 
	
               

            	
              By:
      

            	/s/ James
      R. Linthicum	 
	 	 	
              
                James
      R. Linthicum

              

            	 
	 	 	Director	 
	 	 	 


      
        	
              	 	 	 
	 	URS
      Greiner Woodward-Clyde Consultants, Inc.	 
	
                 

              	
                By:
      

              	/s/ Thomas
      W. Bishop	 
	 	 	
                
                  Thomas
      W. Bishop

                

              	 
	 	 	 
	 	 	 
	 	URS
      Group, Inc.


      

      
        	
                 

              	
                By:
      

              	/s/ H.
      Thomas Hicks	 
	 	 	
                
                  H.
      Thomas Hicks

                

              	 
	 	 	Director	 
	 


      

      
        	 	 	 
	
              	
                
                  URS
      Holdings, Inc.

                

              	 
	
                 

              	
                By:
      

              	/s/ H.
      Thomas Hicks	 
	 	 	
                
                  H.
      Thomas Hicks

                

              	 
	 	 	Director	 
	 	 	 


        
          	
                	 	 	 
	 	
                  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	 
	 


        

      

    


    
      
         


      

      
        xiv

        
          

        

      

      
         


      

    

     

    
      	
            	
              
                
                  
                    Washington
      Group Holdings Limited

                  

                

              

            	 
	
               

            	
              By:
      

            	/s/ Randolph
      J. Hill	 
	 	 	
              
                Randolph
      J. Hill

              

            	 
	 	 	Director	 
	 	 	 


      
        	
              	 	 	 
	 	
                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	 
	 


      

      
        	 	 	 
	
              	
                
                  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	 
	 	 	 
	 	 
	 	
                  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/ Rita
      Armstrong	 
	 	 	
                  
                    Rita
      Armstrong

                  

                	 
	 	 	Director	 
	 


        

      

    

     


    
      
         


      

      
        xv

        
          

        

      

      
         


      

    

     

    
      	
            	
              
                
                  
                    Clay
      Street Properties

                  

                

              

            	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              
                H.
      Thomas Hicks

              

            	 
	 	 	Director	 
	 	 	 


      
        	
              	 	 	 
	 	
                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	 
	 


      

      
        	 	 	 
	
              	
                
                  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	 
	 


          	
                	 	 	 
	 	
                  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	 
	 


        

      

    


    
      
         


      

      
        xvi

        
          

        

      

      
         


      

    

     

    
      	
            	
              
                
                  
                    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	 
	 


      

      
        	 	 	 
	
              	
                
                  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	 
	 


          	
                	 	 	 
	 	URS
      Corporation Design	 
	
                   

                	
                  By:
      

                	/s/ H.
      Thomas Hicks	 
	 	 	
                  
                    H.
      Thomas Hicks

                  

                	 
	 	 	Vice
      President and CFO	 
	 


        

      

    

     


    
      
         


      

      
        xvii

        
          

        

      

      
         


      

    

     

    
      	
            	
              
                
                  
                    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/ William
      A. Stevenson	 
	 	 	
                
                  William
      A. Stevenson

                

              	 
	 	 	Director	 
	 


      

      
        	 	 	 
	
              	
                
                  URS-Stevenson
      Architecture, P.C.

                

              	 
	
                 

              	
                By:
      

              	/s/ William
      A. Stevenson	 
	 	 	
                
                  William
      A. Stevenson

                

              	 
	 	 	Director	 
	 	 	 


        
          	
                	 	 	 
	 	
                  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	 
	 


        

      

    


    
      
         


      

      
        xviii

        
          

        

      

      
         


      

    

     

    
      	
            	
              
                
                  
                    
                      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/ William
      A. Stevenson	 
	 	 	
                
                  William
      A. Stevenson

                

              	 
	 	 	Vice
      President and CFO	 
	 


      

      
        	 	 	 
	
              	
                
                  Washington
      Ohio Services LLC

                

              	 
	
                 

              	
                By:
      

              	/s/ William
      A. Stevenson	 
	 	 	
                
                  William
      A. Stevenson

                

              	 
	 	 	Vice
      President and CFO	 
	 	 	 


        
          	
                	 	 	 
	 	
                  Washington
      Quality Inspection Company

                	 
	
                   

                	
                  By:
      

                	/s/ Randolph
      J. Hill	 
	 	 	
                  
                    Randolph
      J. Hill

                  

                	 
	 	 	Vice
      President and CFO	 
	 	 	 
	 	 
	 	
                  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	 
	 	 	 


          	
                	 	 	 
	 	
                  WGI
      Asia, Inc.

                	 
	
                   

                	
                  By:
      

                	/s/ Randolph
      J. Hill	 
	 	 	
                  
                    Randolph
      J. Hill

                  

                	 
	 	 	Vice
      President and CFO	 
	 


          	
                	 	 	 
	 	WGI
      Global Inc.	 
	
                   

                	
                  By:
      

                	/s/ H.
      Thomas Hicks	 
	 	 	
                  
                    H.
      Thomas Hicks

                  

                	 
	 	 	Vice
      President and CFO	 
	 


        

      

    

     


    
      
         


      

      
        xix

        
          

        

      

      
         


      

    

     

    
      	
            	
              
                
                  
                    
                      
                        WGI
      Global Opportunities LLC

                      

                    

                  

                

              

            	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	
              
                H.
      Thomas Hicks

              

            	 
	 	 	Vice
      President and CFO	 
	 	 	 


      
        	
              	 	 	 
	 	
                
                  WGI
      Industrial Services, Ltd.

                

              	 
	
                 

              	
                By:
      

              	/s/ Frank
      S. Finlayson	 
	 	 	
                
                  Frank
      S. Finlayson

                

              	 
	 	 	Vice
      President and Treasure	 
	 	 	 
	 	 	 
	 	WGI
      Overseas Operations LLC


      

      
        	
                 

              	
                By:
      

              	/s/ H.
      Thomas Hicks	 
	 	 	
                
                  H.
      Thomas Hicks

                

              	 
	 	 	Vice
      President and CFO	 
	 


      

      
        	 	 	 
	
              	
                
                  Wisconsin
      Power Constructors, LLC

                

              	 
	
                 

              	
                By:
      

              	/s/ William
      A. Stevenson	 
	 	 	
                
                  William
      A. Stevenson

                

              	 
	 	 	Vice
      President and CFO	 
	 	 	 


        
          	
                	 	 	 
	 	
                  LopezGarcia
      Group, Inc.

                	 
	
                   

                	
                  By:
      

                	/s/ H.
      Thomas Hicks	 
	 	 	
                  
                    H.
      Thomas Hicks

                  

                	 
	 	 	Director	 
	 	 	 
	 	 
	 	
                  URS
      Alaska, LLC

                


        

        
          	
                   

                	
                  By:
      

                	/s/ H.
      Thomas Hicks	 
	 	 	
                  
                    H.
      Thomas Hicks

                  

                	 
	 	 	Director	 
	 


        

         

        
          xx