Exhibit 10.1 - Waiver and Agreement


     

    EXHIBIT
      10.1

     

    


    WAIVER
      AND AGREEMENT dated as of July 13, 2007 (this “Waiver”),
      to
      the Second Amended and Restated Credit Agreement dated as of June 14, 2005
      (as
      amended, supplemented or otherwise modified from time to time, the “Credit
      Agreement”),
      among
      Washington Group International, Inc., a Delaware corporation (the “Borrower”),
      the
      Lenders (as defined in Article I of the Credit Agreement) and Credit Suisse
      (formerly known as Credit Suisse First Boston), as administrative agent (in
      such
      capacity, the “Administrative
      Agent”)
      and as
      collateral agent (in such capacity, the “Collateral
      Agent”)
      for
      the Lenders.

    


    A. Pursuant
      to the Credit Agreement, the Lenders and the Issuing Bank have extended, and
      have agreed to extend, credit to the Borrower.

    


    B. The
      Borrower has requested that the Requisite Lenders waive compliance by the
      Borrower with its obligation to (i) maintain a minimum Fixed Charge Coverage
      Ratio, as of the quarter ended June 29, 2007, of at least 1.5 to 1.0 and (ii)
      not make or incur, or permit to be made or incurred, Capital Expenditures during
      the Fiscal Year of 2007, in the aggregate, in excess of the amount of $69.3
      million.

    


    C. The
      Requisite Lenders are willing to grant such waiver, pursuant to the terms and
      on
      the conditions set forth herein.

    


    D. Capitalized
      terms used but not defined herein shall have the meanings assigned to them
      in
      the Credit Agreement.

    


    Accordingly,
      in consideration of the mutual agreements herein contained and other good and
      valuable consideration, the sufficiency and receipt of which are hereby
      acknowledged, the parties hereto agree as follows:

    


    SECTION
      1. Waiver
      and Agreement.
      The
      Requisite Lenders hereby waive (i) the requirement contained in Section 5.2
      of
      the Credit Agreement to maintain for the four Fiscal Quarters ending on June
      29,
      2007 a Fixed Charge Coverage Ratio of at least 1.5 to 1.0, and (ii) the
      prohibition contained in Section 5.4 of the Credit Agreement on making or
      incurring Capital Expenditures during the 2007 Fiscal Year in excess of $69.3
      million (which amount includes certain carryover amounts from Fiscal Year 2006),
      to the extent such failure to comply with such Sections 5.2 and 5.4 of the
      Credit Agreement is a direct result of the developments described in the letter
      dated July 3, 2007 from the Borrower to the Administrative Agent; and
provided
      that the
      Borrower shall be required to be in compliance with Sections 5.2 (other than
      with respect to the four Fiscal Quarter period ending June 29, 2007) and 5.4
      as
      of September 28, 2007.

    


    SECTION
      2. Representations
      and Warranties.
      To
      induce the other parties hereto to enter into this Waiver, the Borrower
      represents and warrants to each of the Lenders, the Administrative Agent, the
      Issuing Bank and the Collateral Agent that (a) the representations and
      warranties set forth in Article III of the Credit Agreement are true and
      correct in all material respects on and as of the date hereof, except to the
      extent such representations and warranties expressly relate to an earlier date;
      and (b) no Default or Event of Default has occurred and is continuing,
      except to the extent such Default or Event of Default expressly relates to
      Sections 5.2 or 5.4 of the Credit Agreement as specifically referred to
      herein.

    


    SECTION
      3. Effectiveness.
      This
      Waiver shall become effective as of the date set forth above on the date on
      which the Administrative Agent shall have received counterparts of this Waiver
      that, when taken together, bear the signatures of (a) the Borrower and
      (b) Requisite Lenders.

    


    SECTION
      4. Effect
      of Waiver.
      Except
      as expressly set forth herein, this Waiver shall not by implication or otherwise
      limit, impair, constitute a waiver of, or otherwise affect the rights and
      remedies of the Lenders, the Issuing Bank, the Collateral Agent or the
      Administrative Agent under the Credit Agreement or any other Loan Document,
      and
      shall not alter, modify, amend or in any way affect any of the terms,
      conditions, obligations, covenants or agreements contained in the Credit
      Agreement or any other Loan Document, all of which are ratified and affirmed
      in
      all respects and shall continue in full force and effect. Nothing herein shall
      be deemed to entitle any Loan Party to a consent to, or a waiver, amendment,
      modification or other change of, any of the terms, conditions, obligations,
      covenants or agreements contained in the Credit Agreement or any other Loan
      Document in similar or different circumstances. This Waiver shall apply and
      be
      effective only with respect to the provisions of the Credit Agreement
      specifically referred to herein. After the date hereof, any reference to the
      Credit Agreement shall mean the Credit Agreement as modified hereby. This Waiver
      shall constitute a “Loan Document” for all purposes of the Credit Agreement and
      the other Loan Documents.

    


    SECTION
      5. Counterparts.
      This
      Waiver 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 contract. Delivery of an executed counterpart of a
      signature page of this Waiver by facsimile transmission shall be as effective
      as
      delivery of a manually executed counterpart hereof.

    


    SECTION
      6. Applicable
      Law.
      THIS
      WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
      THE
      STATE OF NEW YORK.

    


    SECTION
      7. Headings.
      The
      headings of this Waiver are for purposes of reference only and shall not limit
      or otherwise affect the meaning hereof.

    


    [Remainder
      of page intentionally left blank]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed
      by their duly authorized officers, all as of the date and year first above
      written.

     

    


     

    
      	
              WASHINGTON
                GROUP

              INTERNATIONAL,
                INC.,

            
	 	
               

            
	 	 	    
              /s/ George H. Juetten    
	 	by	_________________________________________________________
	 	 	
              Name:

            	
              George
                H. Juetten

            
	 	 	
              Title:

            	
              Executive
                Vice President and

              Chief
                Financial Officer

            


    

    


    


    


    


     


    
      
        
          


          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    
      	 	
              CREDIT
                SUISSE, CAYMAN ISLANDS

              BRANCH,
                individually and as

              Administrative
                Agent

               

               

            
	 	
              by

            	
              /s/
                Robert Hetu

            
	 	 	
              Name:

            	
              Robert
                Hetu

            
	 	 	
              Title:

            	
              Managing
                Director

            
	 	 	
              /s/
                Denise L. Alvarez

            
	 	
              by

            	
              Name:

            	
              Denise
                L. Alvarez

            
	 	 	
              Title:

            	
              Associate

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    
      	 	
              SIGNATURE
                PAGE TO WAIVER AND AGREEMENT TO THE WASHINGTON GROUP INTERNATIONAL,
                INC.
                SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 14,
                2005.

               

               

            
	
              Name
                of Lender:

            	
              Bank
                of America, N.A.

            
	 	
               

              by

            	
               

              /s/
                Robert W. Troutman

            
	 	 	
              Name:

            	
              Robert
                W. Troutman

            
	 	 	
              Title:

            	
              Managing
                Director

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              SIGNATURE
                PAGE TO WAIVER AND AGREEMENT TO THE WASHINGTON GROUP INTERNATIONAL,
                INC.
                SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 14,
                2005.

               

               

            
	
              Name
                of Lender:

            	
              Commerzbank
                AG, New York and Grand Cayman Branches

            
	 	
               

              by

            	
               

              /s/
                Yangling Joanne Si

            
	 	 	
              Name:

            	
              Yangling
                Joanne Si

            
	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 
	 	
              by

            	
              /s/
                Matthew Havens

            
	 	 	
              Name:

            	
              Matthew
                Havens

            
	 	 	
              Title:

            	
              Assistant
                Treasurer

            


    

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    
      	 	
              SIGNATURE
                PAGE TO WAIVER AND AGREEMENT TO THE WASHINGTON GROUP INTERNATIONAL,
                INC.
                SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 14,
                2005.

               

               

            
	
              Name
                of Lender:

            	
              HSBC
                Bank USA, National Association

            
	 	
               

              by

            	
               

              /s/
                Bruce Wicks

            
	 	 	
              Name:

            	
              Bruce
                Wicks

            
	 	 	
              Title:

            	
              First
                Vice President

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              SIGNATURE
                PAGE TO WAIVER AND AGREEMENT TO THE WASHINGTON GROUP INTERNATIONAL,
                INC.
                SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 14,
                2005.

               

               

            
	
              Name
                of Lender:

            	
              KeyBank
                National Association

            
	 	
               

              by

            	
               

              /s/
                Frank Jancar

            
	 	 	
              Name:

            	
              Frank
                Jancar

            
	 	 	
              Title:

            	
              Vice
                President

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              SIGNATURE
                PAGE TO WAIVER AND AGREEMENT TO THE WASHINGTON GROUP INTERNATIONAL,
                INC.
                SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 14,
                2005.

               

               

            
	
              Name
                of Lender:

            	
              LaSalle
                Bank National Association

            
	 	
               

              by

            	
               

              /s/
                Steve Trepiccione

            
	 	 	
              Name:

            	
              Steve
                Trepiccione

            
	 	 	
              Title:

            	
              SVP

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              SIGNATURE
                PAGE TO WAIVER AND AGREEMENT TO THE WASHINGTON GROUP INTERNATIONAL,
                INC.
                SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 14,
                2005.

               

               

            
	 	
              United
                Overseas Bank Limited, New York Agency

            
	 	
               

              by

            	
               

              /s/
                George Lim

            
	 	 	
              Name:

            	
              George
                Lim

            
	 	 	
              Title:

            	
              SVP
                & GM

            
	 	 	 	 
	 	
              by

            	
              /s/
                Mario Sheng

            
	 	 	
              Name

            	
              Mario
                Sheng

            
	 	 	
              Title:

            	
              AVP

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              SIGNATURE
                PAGE TO WAIVER AND AGREEMENT TO THE WASHINGTON GROUP INTERNATIONAL,
                INC.
                SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 14,
                2005.

               

               

            
	
              Name
                of Lender:

            	
              BNP
                Paribas

            
	 	
               

              by

            	
               

              /s/
                Katherine Wolfe

            
	 	 	
              Name:

            	
              Katherine
                Wolfe

            
	 	 	
              Title:

            	
              Managing
                Director

            
	 	 	 	 
	 	
              by

            	
              /s/
                Sandy Bertram

            
	 	 	
              Name:

            	
              Sandy
                Bertram

            
	 	 	
              Title:

            	
              Vice
                President

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              SIGNATURE
                PAGE TO WAIVER AND AGREEMENT TO THE WASHINGTON GROUP INTERNATIONAL,
                INC.
                SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 14,
                2005.

               

            
	
              Name
                of Lender:

            	
              Wachovia
                Bank, N.A.

            
	 	
               

              by

            	
               

              /s/
                John G. Taylor

            
	 	 	
              Name:

            	
              John
                G. Taylor

            
	 	 	
              Title:

            	
              Director

            


    

    


     

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              SIGNATURE
                PAGE TO WAIVER AND AGREEMENT TO THE WASHINGTON GROUP INTERNATIONAL,
                INC.
                SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 14,
                2005.

               

               

            
	
              Name
                of Lender:

            	
              KBC
                Bank N.V.

            
	 	
               

              by

            	
               

              /s/
                Sandra T. Johnson

            
	 	 	
              Name:

            	
              Sandra
                T. Johnson

            
	 	 	
              Title:

            	
              First
                Vice President

            
	 	 	 	 
	 	
              by
                

            	
              /s/
                Eric Raskin

            
	 	 	
              Name:

            	
              Eric
                Raskin

            
	 	 	
              Title:

            	
              Vice
                President

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              SIGNATURE
                PAGE TO WAIVER AND AGREEMENT TO THE WASHINGTON GROUP INTERNATIONAL,
                INC.
                SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 14,
                2005.

               

               

            
	
              Name
                of Lender:

            	
              Fifth
                Third Bank

            
	 	
               

              by

            	
               

              /s/
                Ashley Radel

            
	 	 	
              Name:

            	
              Ashley
                Radel

            
	 	 	
              Title:

            	
              Relationship
                Manager

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
               

            	
              SIGNATURE
                PAGE TO WAIVER AND AGREEMENT TO THE WASHINGTON GROUP INTERNATIONAL,
                INC.
                SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 14,
                2005.

               

               

            
	
              Name
                of Lender:

            	
              The
                Bank of New York

            
	 	
               

              by

            	
               

              /s/
                Robert Besser

            
	 	 	
              Name:

            	
              Robert
                Besser

            
	 	 	
              Title:

            	
              Vice
                President