EXHIBIT
10.2


 


AMENDMENT NO. 2


 


TO


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


AMENDMENT NO.
2 dated as of July 22, 2004 (this “Amendment”),
to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 9, 2003,  as amended by Amendment No. 1 dated as of
March 19, 2004 (as may be further amended, supplemented, restated or otherwise
modified from time to time, the “Credit
Agreement”), among Washington Group International, Inc., a Delaware
corporation (the “Borrower”), the
Lenders and the Issuers party thereto from time to time and Credit Suisse First
Boston, as administrative agent for the Lenders and the issuers thereunder (in
such capacity, together with its successors in such capacity, the “Administrative Agent”).  Unless otherwise specified herein, all capitalized
terms used in this Amendment shall have the meanings ascribed to them in the
Credit Agreement.


 


A.                                   The Borrower
has requested that the Administrative Agent and the Lenders agree to amend
certain provisions of the Credit Agreement.


 


B.                                     Pursuant
to Section 11.1(a) of the Credit
Agreement, the consent of the Requisite Lenders is required to effect the
amendments set forth herein; provided
that the amendments set forth herein extending the scheduled maturity or
reducing the rate of interest on any Loan or Reimbursement Obligation
outstanding or any fee payable under the Credit Agreement shall also require
the consent of each Lender in respect of which such scheduled maturity is being
extended or rate of interest on any Loan or Reimbursement Obligation outstanding
to such Lender or fee payable to such Lender (including, in each case, any
interest or fee ultimately payable to any Tranche B Investor) is being reduced
by the terms of this Amendment (in each case, such Lenders or Tranche B
Investors, the “Affected Lenders”).


 


C.                                     The Borrower,
the Administrative Agent, the Requisite Lenders and the Affected Lenders have
agreed to amend the Credit Agreement on the terms and subject to the conditions
herein provided.


 


Accordingly,
in consideration of the above premises, the Borrower and the Administrative
Agent, at the direction of the Requisite Lenders and the Affected Lenders,
agree as follows:


 


Section 2.                                            Amendments
to the Credit Agreement.  As of the
Amendment No. 2 Effective Date (as defined below), the Credit Agreement is
hereby amended as follows:


 


(a)                                  by
inserting the definition of “Amendment No. 2”
and “Amendment No. 2 Effective Date”
in the appropriate alphabetical order in Section
1.1 (Defined Terms) of the Credit Agreement, each to read in its
entirety as follows:


 


“ “Amendment No. 2” means
Amendment No. 2 to this Agreement, dated as of July 22, 2004, among the
Borrower, the Lenders the Administrative Agent, the Documentation Agent and the
Syndication Agent.


 

















 


“Amendment No. 2 Effective Date”
has the meaning ascribed to such term in Amendment No. 2.”


 


(b)                                 by
deleting the definition of the term “Capital
Expenditures” in Section 1.1
(Defined Terms) of the Credit Agreement in its entirety and
inserting in lieu thereof the following:


 


“ “Capital Expenditures”
means, with respect to any Person for any period, (a) the aggregate of amounts
that would be reflected as additions to property, plant or equipment on a
consolidated balance sheet of such Person and its Subsidiaries prepared in
conformity with GAAP, excluding interest capitalized during construction less (b) the aggregate of such amounts
used to acquire replacement assets useful in the Borrower’s business (x) in
connection with a Reinvestment Event as permitted under Section 2.9 (Mandatory Prepayments) or (y)
to the extent such amounts arose from a sale or disposition of equipment
described in Section 8.4(c) (Sale of Assets)
of the Credit Agreement; provided, however,
that the Capital Expenditures of the Borrower shall (i) include the Capital
Expenditures of Permitted Joint Ventures and non- Wholly-Owned Subsidiaries
only to the extent of the aggregate direct and indirect interest therein of the
Borrower, any other Loan Party and any Wholly-Owned Subsidiary of any of them
and (ii) exclude Capital Expenditures by Permitted Joint Ventures or
non-Wholly-Owned Subsidiaries to the extent made from proceeds of Non-Recourse
Indebtedness of such Permitted Joint Ventures or non-Wholly-Owned
Subsidiaries.”


 


(c)                                  by
deleting the amounts “$25,000,000” and “$75,000,000” from clause (d) of the definition of the term
“Permitted Acquisition” in Section 1.1
(Defined Terms) of the Credit Agreement and substituting therefor
the amounts “$30,000,000” and “$80,000,000”, respectively.


 


(d)                                 by
inserting the words “except where such joint venture has incurred Non-Recourse
Indebtedness the terms of which either (i) require security interests in such
Stock, Stock Equivalents or other interests to be granted to secure such
Non-Recourse Indebtedness or (ii) prohibit such a security interest to be
granted to the Lenders” immediately after the word “Subsidiaries” in the
definition of the term “Permitted Joint
Ventures” in Section 1.1 (Defined
Terms) of the Credit Agreement.


 


(e)                                  by
deleting the definition of the term “Scheduled
Termination Date” in Section 1.1
(Defined Terms) of the Credit Agreement in its entirety and
inserting in lieu thereof the following:


 


“ “Scheduled Termination Date”
means (i) with respect to the Tranche A Facility, the fourth anniversary of the
Effective Date and (ii) with respect to the Tranche B Facility, the fourth
anniversary of the Amendment No. 2 Effective Date.”


 


(f)                                    by
deleting clause(a) of Section 2.5 (Reduction and termination of the
Commitments) of the Credit Agreement in its entirety and inserting
in lieu thereof the following:


 


“(a)                            The
Borrower may, upon at least five Business Days’ prior notice to the
Administrative Agent, terminate in whole or reduce in part the unused portions
of the respective Commitments of the Lenders; provided,
however, that (i) each partial


 


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reduction
shall be in an aggregate amount that is an integral multiple of
$5,000,000,   (ii) if at the time of
such reduction, any Loans are outstanding, each such reduction shall be made pro
rata between the Tranche A Facility and the Tranche B Facility, ratably in
accordance with each Lender’s Commitment, and (iii) if any such reduction is to
be made in a non pro rata manner as between the Tranche A Facility and the
Tranche B Facility (a “Non Pro Rata
Commitment Reduction”) at a time when Letters of Credit are
outstanding, then as a condition to the effectiveness of such Non Pro Rata
Commitment Reduction, the Administrative Agent shall have received a
certificate executed on behalf of the Company by a Responsible Officer to the
effect that, as of the date of such Non Pro Rata Commitment Reduction, the
statements set forth in clauses (b)(i)
and (b)(ii) of Section 3.2 (conditions Precedent to Each Loan and
Letter of Credit) are true and correct.  On and as of the date of any Non Pro Rata Commitment Reduction,
the Letter of Credit Undrawn Amounts at such time shall be reallocated to the
Lenders in accordance with their new respective Commitments.”


 


(g)                                 by
deleting the reference to “50%” set forth in Section
5.4 (Capital Expenditures) of the Credit Agreement and substituting
therefor a reference to “100%”.


 


(h)                                 by
deleting the amount “$35,000,000” set forth in Section
8.3(e) (Investments) of the Credit Agreement and substituting
therefore the amount “$50,000,000”.


 


(i)                                     by
deleting Section 8.5(e) (Restricted
Payments) of the Credit Agreement in its entirety and substituting
in lieu thereof the following:


 


“(e)                            any
redemption, retirement, sinking fund or similar payment,    purchase or other acquisition for value,
direct or indirect, of any Stock or Stock Equivalents of the Borrower or any of
its Subsidiaries or any dividend, distribution or other payment, whether direct
or indirect, on account of any Stock or Stock Equivalents of the Borrower or any
of its Subsidiaries, provided, however,
that (i) the aggregate amount of all such Restricted Payments shall not exceed
(x) $50,000,000 in any Fiscal Year and (y) $100,000,000 from the Effective Date
until the payment in full of the Obligations and (ii) no such Restricted
Payment may be made unless, at the time thereof and after giving effect thereto
and the source of funds therefor, the Borrower and its consolidated
Subsidiaries would have at least $150,000,000 of cash and Cash Equivalents;”


 


(j)                                     by
deleting Section 8.9 (Restrictions on
Subsidiary Distributions; No New Negative Pledge) of the Credit
Agreement in its entirety and substituting in lieu thereof the following:


 


“Section 8.9 Restrictions on
Subsidiary Distributions; No New Negative Pledge


 


Other than pursuant to the Loan Documents and any agreements governing
any Non-Recourse Indebtedness, or any purchase money Indebtedness or Capital
Lease Obligations permitted by Section
8.1(b), (d) or (e) (Indebtedness)
(in the case of any such purchase money Indebtedness or Capital Lease
Obligations, so long as any prohibition or limitation is only effective against
the assets financed thereby), the Borrower shall not, and shall not permit any
of its subsidiaries to, (a) other than for Permitted Joint Ventures, agree to
enter into or suffer to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of such Subsidiary to


 


3

















 


pay dividends
or make any other distribution or transfer of funds or assets or make loans or
advances to or other Investments in, or pay any Indebtedness owed to, the
Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to
exist or become effective any enforceable agreement prohibiting or limiting the
ability of the Borrower or any Subsidiary to create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired to secure the Obligations, including any agreement requiring
any other Indebtedness or Contractual Obligation to be equally and ratably
secured with the Obligations.”


 


(k)                                  by
deleting Schedule II to the Credit Agreement in its entirety and substituting
in lieu thereof the Amended and Restated Schedule II attached hereto as Exhibit
A.


 


Section 3.                                            Conditions
to Effectiveness.  This Amendment
shall become effective as of the date (the “Amendment
No. 2 Effective Date”) on which the Administrative Agent shall have
received each of the following:


 


(a)                                  counterparts of
this Amendment duly executed by the Company, the Administrative Agent, the
Requisite Lenders and the Affected Lenders;


 


(b)                                 all
fees and expenses required to be paid or reimbursed by the Company pursuant to
the Engagement Letter dated July 15, 2004, between the Company and CSFB; and


 


(c)                                  such other
items from the Loan Parties as the Administrative Agent may reasonably request
in writing.


 


Section 4.                                            Representations
and Warranties.  The Borrower hereby
represents and warrants to the Lenders, the Issuers, the Tranche B Investors
and the Administrative Agent, with respect to all Loan Parties, as follows:


 


(a)                                  After
giving effect to this Amendment, each of the representations and warranties in Article IV (Representations and Warranties)
of the Credit Agreement and in the other Loan Documents are true and correct in
all material respects on and as of the date hereof as though made on and as of
such date, except to the extent that any such representation or warranty
expressly relates to an earlier date and except for changes therein expressly
permitted by the Credit Agreement.


 


(b)                                 The
Borrower reaffirms the Liens granted pursuant to the Loan Documents to the
Administrative Agent for the benefit of the Lenders and the Issuers, which
Liens shall continue in full force and effect during the term of the Credit
Agreement and any renewals thereof and shall continue to secure the
Obligations.


 


(c)                                  The
execution, delivery and performance by the Borrower of this Amendment have been
duly authorized by all requisite corporate or other action on the part of the
Borrower and will not violate any of the articles of incorporation or by-laws
(or other constituent documents) of the Borrower.


 


(d)                                 This
Amendment has been duly executed and delivered by the Borrower, and each of
this Amendment and the Credit Agreement as amended hereby constitutes the
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with their terms.


 


4

















 


(e)                                  After giving effect
to this Amendment, no Default or Event of Default has occurred and is
continuing as of the date hereof.


 


Section 5.                                            Reference
to and Effect on the Loan Documents


 


(a)                                  As
of the Amendment No. 2 Effective Date, each reference in the Credit Agreement
and the other Loan Documents to “this
Agreement,” “hereunder,”
“hereof,” “herein” or words of like import shall mean
and be a reference to the Credit Agreement as amended hereby.


 


(b)                                 Except
to the extent amended hereby, the Credit Agreement and all of the other Loan
Documents shall remain in full force and effect and are hereby ratified and
confirmed.


 


(c)                                  The
execution, delivery and effectiveness of this Agreement shall not operate as a
waiver of any Default or Event of Default or any right, power, privilege or
remedy of the Administrative Agent, the Documentation Agent, the Syndication
Agent any Lender or any Issuer under the Credit Agreement or any Loan Document,
or constitute a waiver of any provision of the Credit Agreement or any Loan
Document.


 


Section 6.                                            Governing
Law.  This Amendment and the rights
and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.


 


Section 7.                                            Headings.  Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purposes.


 


Section 8.                                            Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument.  Receipt by the Administrative Agent of a
facsimile copy of an executed signature page hereof shall constitute receipt by
the Administrative Agent of an executed counterpart of this Amendment.


 


[SIGNATURE
PAGES FOLLOW]


 


5

















 


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


 


 


	
   

  	
  WASHINGTON GROUP
  INTERNATIONAL, INC.

  
	
   

  	
    as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
       /s/
  Earl L. Ward

  	
   

  
	
   

  	
   

  	
  Name:  Earl L. Ward

  
	
   

  	
   

  	
  Title:  Treasurer & VP Investor Relations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE FIRST BOSTON, ACTING

  THROUGH ITS CAYMAN ISLANDS BRANCH

  
	
   

  	
  as Administrative Agent, Fronting Lender, Lender

  and Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


6

















 


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


 


 


	
   

  	
  WASHINGTON GROUP
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE FIRST BOSTON, ACTING

  THROUGH ITS CAYMAN ISLANDS BRANCH,

  
	
   

  	
  as Administrative Agent, Fronting Lender, Lender

  and Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
           /s/
  Jay Chall

  	
   

  
	
   

  	
   

  	
  Name:  Jay Chall

  
	
   

  	
   

  	
  Title:   Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
           /s/
  Vanessa Gomez

  	
   

  
	
   

  	
   

  	
  Name:  Vanessa Gomez

  
	
   

  	
   

  	
  Title: Associate

  
						



 


7

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  Harch
  CLO’I. Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Michael E.
  Lewitt

  
	
   

  	
  Name:  Michael E. Lewitt

  
	
   

  	
  Title:   Authorized Signatory

  
					



 


8

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  Oppenheimer
  Senior Floating Rate Fund

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Lisa
  Chaffee

  
	
   

  	
   

  	
  Name:  Lisa Chaffee

  
	
   

  	
   

  	
  Title:   Manager

  
					



 


9

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  STONE
  TOWER CLO LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  STONE TOWER DEBT ADVISORS
  LLC

  
	
   

  	
  its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ William J.
  Sheoris

  
	
   

  	
  Name:  William J. Sheoris

  
	
   

  	
  Title:   Authorized Signatory

  
						



 


10

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  Foothill
  Income Trust, L.P.

  by FIT GP, LLC, its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Dennis R.
  Ascher

  
	
   

  	
   

  	
  Name:  Dennis Ascher

  
	
   

  	
   

  	
  Title:   Managing Member

  
					



 


11

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  STANWICH
  LOAN FUNDING LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Meredith
  J. Koslick

  
	
   

  	
   

  	
  Name:  Meredith J. Koslick

  
	
   

  	
   

  	
  Title:  Assistant Vice President

  
						



 


12

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  Bushnell
  CBNA Loan Funding LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ T. Houghton

  
	
   

  	
  Name: Tim Houghton

  
	
   

  	
  Title:  Attorney-in-fact

  
					



 


13

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  Trumball
  THC, Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ T. Houghton

  
	
   

  	
  Name:  Tim Houghton

  
	
   

  	
  Title:  Attorney-in-fact

  
					



 


14

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  SRF
  2000, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  
	
   

  	
  Name:  Meredith J. Koslick

  
	
   

  	
  Title:  Assistant Vice President

  
					



 


15

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  SRF
  TRADING, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Meredith J.
  Koslick

  
	
   

  	
  Name:  Meredith J. Koslick

  
	
   

  	
  Title:   Assistant Vice President

  
					



 


16

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  AURUM
  CLO 2002-1-LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  By:
  Columbia Management Advisors, Inc.

  (f/k/a Stein Roe & Farnham Incorporated)

  As Investment Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Thomas R.
  Bouchard

  
	
   

  	
   

  	
  Name:  Thomas R. Bouchard

  
	
   

  	
   

  	
  Title:  V.P.

  
						



 


17

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
     FRANKLIN
  TOTAL RETURN FUND

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard Hsu

  
	
   

  	
   

  	
  Name:  Richard Hsu

  
	
   

  	
   

  	
  Title:   Vice President

  
						



 


18

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  FRANKLIN
  TEMPLETON

  LIM. DURATION INCOME TRUST

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard Hsu

  
	
   

  	
  Name:  Richard Hsu

  
	
   

  	
  Title:   Vice President

  
					



 


19

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME
  OF LENDER/

  TRANCHE B INVESTOR:

  	
  FRANKLIN FLOATING RATE

  DAILY ACCESS FUND

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard Hsu

  
	
   

  	
   

  	
  Name:  Richard Hsu

  
	
   

  	
   

  	
  Title:   Vice President

  
						



 


20

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  Franklin
  Floating Rate Master Series

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard Hsu

  
	
   

  	
   

  	
  Name:  Richard Hsu

  
	
   

  	
   

  	
  Title:   Vice President

  
					



 


21

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  Franklin
  Floating Rate Trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard Hsu

  
	
   

  	
   

  	
  Name:  Richard Hsu

  
	
   

  	
   

  	
  Title:    Vice President

  
						



 


22

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  Close
  International Custody Services Limited as Custodian of

  	
   

  
	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  CYPRESSTREE
  INTERNATIONAL LOAN HOLDING

  COMPANY LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jeffrey Megar

  
	
   

  	
  Name:  Jeffrey Megar

  
	
   

  	
  Title:   Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   /s/ Preston I.
  Carnes, Jr.

  
	
   

  	
  Preston
  I. Carnes, Jr.

  
	
   

  	
  Managing
  Director

  
					



 


23

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  Hewitt’s Island CDO, Ltd.

  	
   

  
	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  By:

  	
  CypressTree Investment
  Management Company, Inc.

  as Portfolio Manager.

  	
   

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   /s/ Jeffrey Megar

  
	
   

  	
  Name:  Jeffrey Megar

  
	
   

  	
  Title:   Director

  
						



 


24

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
   

  	
  LaSalle Bank N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steve Trepicciome

  
	
   

  	
   

  	
  Name:  Steve Trepicciome

  
	
   

  	
   

  	
  Title:   FVP

  
						



 


25

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
   

  	
  XI. Re Ltd.

  	
   

  
	
  NAME OF LENDER/

  	
   

  	
  By: Stanfield Capital
  Partners LLC

  	
   

  
	
  TRANCHE B INVESTOR:

  	
   

  	
  as its Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Christopher A. Bondy

  
	
   

  	
  Name: Christopher A.
  Bondy

  
	
   

  	
  Title:   Partner

  
						



 


26

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
   

  	
  Stanfield CLO Ltd.

  	
   

  
	
  NAME OF LENDER/

  	
   

  	
  By: Stanfield Capital
  Partners LLC

  	
   

  
	
  TRANCHE B INVESTOR:

  	
   

  	
  as its Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Christopher A. Bondy

  
	
   

  	
   

  	
  Name: Christopher A.
  Bondy

  
	
   

  	
   

  	
  Title:   Partner

  
							



 


27

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
   

  	
  Stanfield/RFM
  Transatlantic CDO Ltd.

  	
   

  
	
  NAME OF LENDER/

  	
   

  	
  By: Stanfield Capital
  Partners LLC

  	
   

  
	
  TRANCHE B INVESTOR:

  	
   

  	
  as its Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Christopher A. Bondy

  
	
   

  	
  Name: Christopher A.
  Bondy

  
	
   

  	
  Title:  Partner

  
						



 


28

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
   

  	
  Windsor Loan Funding,
  Limited

  	
   

  
	
  NAME OF LENDER/

  	
   

  	
  By:  Stanfield Capital Partners LLC

  	
   

  
	
  TRANCHE B INVESTOR:

  	
   

  	
  as its Investment Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Christopher A. Bondy

  
	
   

  	
  Name:  Christopher A. Bondy

  
	
   

  	
  Title:   Partner

  
						



 


29

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
   

  	
  Hamilton CDO, Ltd.

  	
   

  
	
  NAME OF LENDER/

  	
   

  	
  By: Stanfield Capital
  Partners LLC

  	
   

  
	
  TRANCHE B INVESTOR:

  	
   

  	
  As its Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Christopher A. Bondy

  
	
   

  	
  Name:  Christopher A. Bondy

  
	
   

  	
  Title:   Partner

  
						



 


30

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  COLUMBIA
  FLOATING RATE

  LIMITED LIABILITY COMPANY

  	
   

  
	
  NAME OF LENDER/

  	
  By:
  Highland Capital Management, L.P.

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  Its
  Investment Advisor

  	
   

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   /s/ Todd Travers

  
	
   

  	
  Name:  Todd Travers

  
	
   

  	
  Title:  Senior Portfolio Manager

  Highland Capital Management, L.P.

  
					



 


31

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  Denali
  Capital LLC, managing member of

  	
   

  
	
  NAME OF LENDER/

  	
  DC
  Funding Partners, portfolio manager for

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  DENALI
  CAPITAL CLO II, LTD., or an affiliate

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John P. Thacker

  
	
   

  	
  Name:  John P. Thacker

  
	
   

  	
  Title:   Chief Credit Officer

  
					



 


32

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  Denali
  Capital LLC, managing member of

  	
   

  
	
  NAME OF LENDER/

  	
  DC
  Funding Partners, portfolio manager for

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  DENALI
  CAPITAL CLO III, LTD., or an affiliate

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John P. Thacker

  
	
   

  	
  Name:  John P. Thacker

  
	
   

  	
  Title:   Chief Credit Officer

  
					



 


33

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  GULF
  STREAM-COMPASS CLO 2002-1 LTD

  	
   

  
	
  NAME OF LENDER/

  	
  By:  Gulf Stream Asset Management LLC

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  As
  Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Barry Love

  
	
   

  	
  Name:  Barry Love

  
	
   

  	
  Title:   Chief Credit Officer

  
					



 


34

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  GULFSTREAM-COMPASS
  CLO 2003-1-LTD.

  	
   

  
	
  NAME OF LENDER/

  	
  By:  Gulf Stream Asset Management LLC

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  As
  Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Barry Love

  
	
   

  	
  Name:  Barry Love

  
	
   

  	
  Title:   Chief Credit Officer

  
					



 


35

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  TRS
  CALLISTO, LLC

  	
   

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   /s/ Deborah O’Keefe

  
	
   

  	
  Name:  Deborah O’Keefe

  
	
   

  	
  Title:

  
					



 


36

















 


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AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  	
   

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  Nationwide
  Mutual Insurance Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Thomas S. Leggett

  
	
   

  	
  Name:  Thomas S. Leggett

  
	
   

  	
  Title:  Associate Vice President

  Public Bonds

  
					



 


37

















 


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PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  	
   

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  Nationwide
  Life Insurance Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Thomas S. Leggett

  
	
   

  	
  Name:  Thomas S. Leggett

  
	
   

  	
  Title:  Associate Vice President

  Public Bonds

  
					



 


38

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  	
  Nationwide
  Life Insurance Company

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  Separate
  Account–B Retirement

  	
   

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   /s/ Thomas S. Leggett

  
	
   

  	
  Name:  Thomas S. Leggett

  
	
   

  	
  Title:  Associate Vice President

  Public Bonds

  
					



 


39

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  	
   

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  Harch
  CLO’I, Ltd.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Michael E. Lewitt

  
	
   

  	
  Name:  Michael E. Lewitt

  
	
   

  	
  Title:    Authorized Signatory

  
					



 


40

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  By:
  Callidus Debt Partners CLO Fund II; Ltd.

  	
   

  
	
  NAME OF LENDER/

  	
  By:
  Its Collateral Manager,

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  Callidus
  Capital Management, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mavis Taintor

  
	
   

  	
   

  	
  Name:  Mavis Taintor

  
	
   

  	
   

  	
  Title:   Managing Director

  
					



 


41

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  GSC
  Partners CDO Fund IV, Limited

  	
   

  
	
   

  	
  By: GSCP (NJ), L.P., as
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Seth Katzenstein

  
	
   

  	
  Name:  Seth Katzenstein

  
	
   

  	
  Title:   Vice President

  
					



 


42

















 


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PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  	
   

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  GSC
  Partners Gemini Fund Limited

  	
   

  
	
   

  	
  By:
  GSCP (NJ), L.P., as Collateral Monitor

  	
   

  
	
   

  	
  By:
  GSCP (NJ), INC., its General Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Seth Katzenstein

  
	
   

  	
   

  	
  Name:   Seth Katzenstein

  
	
   

  	
   

  	
  Title:    Vice President

  
						



 


43

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  TRYON
  CLO LTD. 2000-I

  	
   

  
	
  NAME OF LENDER/

  	
  By:  Babson Capital Management LLC

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  as
  Collateral Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Glenn P. Duffy

  
	
   

  	
   

  	
  Name:  Glen P. Duffy, CFA

  
	
   

  	
   

  	
  Title:     Managing Director

  
						



 


44

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  APEX
  (IDM) CDO I, LTD.

  	
   

  
	
  NAME OF LENDER/

  	
  ELC
  (CAYMAN) LTD. CDO SERIES 1999-I

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  By:  Babson Capital Management LLC as
  Collateral Manager

  	
   

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   /s/ Glenn P. Duffy

  
	
   

  	
  Name:  Glenn P. Duffy, CFA

  
	
   

  	
  Title:    Managing Director

  
					



 


45

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  BABSON
  CLO LTD. 2003-I

  	
   

  
	
  NAME OF LENDER/

  	
  By:  Babson Capital Management LLC as

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  Collateral
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Glenn P. Duffy

  
	
   

  	
   

  	
  Name:  Glenn P. Duffy CFA

  
	
   

  	
   

  	
  Title:   Managing Director

  
						



 


46

















 


SIGNATURE
PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  	
   

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  Landmark
  CDO Limited

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Joe Moroney

  
	
   

  	
   

  	
  Name:  Joe Moroney

  
	
   

  	
   

  	
  Title:   Authorized Signatory

  
						



 


47

















 


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PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  	
   

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  Landmark
  II CDO Limited

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Joe Moroney

  
	
   

  	
   

  	
  Name:  Joe Moroney

  
	
   

  	
   

  	
  Title:   Authorized Signatory

  
						



 


48

















 


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AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  	
   

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  Landmark
  III CDO Limited

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Joe Moroney

  
	
   

  	
  Name:  Joe Moroney

  
	
   

  	
  Title:   Authorized Signatory

  
					



 


49

















 


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AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  	
   

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  First
  Dominion Funding II

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ David H. Lerner

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


50

















 


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AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  	
   

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  First
  Dominion Funding III

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ David H. Lerner

  
	
   

  	
  Name:  David H. Lerner

  
	
   

  	
  Title:    Authorized Signatory

  
					



 


51

















 


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PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  Monument
  Park CDO Ltd.

  	
   

  
	
  NAME OF LENDER/

  	
  By:
  Blackstone Debt Advisors L.P.

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  As
  Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ D. T. Criares

  
	
   

  	
  Name:  Dean T. Criares

  
	
   

  	
  Title:    Managing Director

  
					



 


52

















 


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PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  Hanover
  Square CLO Ltd.

  	
   

  
	
  NAME OF LENDER/

  	
  By:
  Blackstone Debt Advisors L.P.

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  As
  Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ D. T. Criares

  
	
   

  	
  Name:  Dean T. Criares

  
	
   

  	
  Title:    Managing Director

  
					



 


53

















 


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PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
   

  	
  Union
  Square CDO Ltd.

  	
   

  
	
  NAME OF LENDER/

  	
  By:
  Blackstone Debt Advisors L.P.

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  As
  Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ D. T. Criares

  
	
   

  	
  Name:  Dean T. Criares

  
	
   

  	
  Title:    Managing Director

  
					



 


54

















 


 


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AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  	
   

  	
   

  
	
  TRANCHE B INVESTOR:

  	
  Bank
  of Montreal

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S. Vaher

  
	
   

  	
  Name:  S. Vaher

  
	
   

  	
  Title:    MD

  
					



 


55

















SIGNATURE PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED




 


	
  NAME OF
  LENDER/

  TRANCHE B INVESTOR:

  	
  Bear Stearns Investment Products Inc.

  	
   

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   /s/ R.
  Bram Smith

  
	
   

  	
  Name:

  	
  Richard Bram
  Smith

  
	
   

  	
  Title:

  	
  Vice
  President

  
						



 


56

















 


	
   

  	
  CSAM Funding I

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Marshak

  	
   

  
	
   

  	
  Name:  Andrew Marshak

  
	
   

  	
  Title:   Authorized Signatory

  



 


57

















 


	
   

  	
  CSAM Funding II

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Marshak

  	
   

  
	
   

  	
  Name:  Andrew Marshak

  
	
   

  	
  Title:   Authorized Signatory

  



 


58

















 


SIGNATURE PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


 


	
  NAME OF LENDER/

  TRANCHE B INVESTOR:

  	
  CSAM Funding III

  	
   

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   /s/
  David H. Lerner

  
	
   

  	
  Name:

  	
  David H.
  Lerner

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 


59

















 


	
   

  	
  CSAM Funding IV

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Andrew Marshak

  	
   

  
	
   

  	
  Name:  Andrew Marshak

  
	
   

  	
  Title:   Authorized Signatory

  



 


60

















 


SIGNATURE PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


	
  NAME OF
  LENDER/

  TRANCHE B INVESTOR:

  	
  Forest Multi-Strategy Master Fund SPC,

  	
   

  
	
   

  	
  on behalf of its multi-strategy segregated portfolio

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ David Teolis

  
	
   

  	
  Name:

  	
  David Teolis

  
	
   

  	
  Title:

  	
  Portfolio
  Manager

  
						



 


61

















 


SIGNATURE PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


	
   

  	
  APEX (IDM) CDO I. LTD.

  
	
  NAME OF
  LENDER/

  	
  LLC (CAYMAN) LTD. CDO SERIES 1999-I

  
	
  TRANCHE B
  INVESTOR:

  	
  By:  Babson Capital Management
  LLC as Collateral Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Glenn P.
  Duffy

  
	
   

  	
   

  	
  Name:  Glenn P. Duffy, CFA

  
	
   

  	
   

  	
  Title:    Managing Director

  
					



 


62

















 


SIGNATURE PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


	
  NAME OF
  LENDER/

  TRANCHE B INVESTOR:

  	
  STONE TOWER CLO II LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  STONE TOWER
  DEBT ADVISORS LLC

  
	
   

  	
   

  	
  its
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/
  William J. Sheoris

  
	
   

  	
   

  	
  Name:  William J. Sheoris

  
	
   

  	
   

  	
  Title:    Authorized Signatory

  
					



 


63

















 


	
   

  	
  Atrium II

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Marshak

  	
   

  
	
   

  	
  Name:  Andrew Marshak

  
	
   

  	
  Title:    Authorized Signatory

  
					



 


64

















 


	
   

  	
  Atrium CDO

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Marshak

  	
   

  
	
   

  	
  Name:  Andrew Marshak

  
	
   

  	
  Title:    Authorized Signatory

  
					



 


65

















 


SIGNATURE PAGE TO

AMENDMENT NO. 2 DATED

AS OF JULY 22, 2004, TO THE

WASHINGTON GROUP, INC.

CREDIT AGREEMENT DATED

AS OF OCTOBER 9, 2003,

AS AMENDED


 


	
  NAME OF
  LENDER/

  TRANCHE B INVESTOR:

  	
  CREDIT SUISSE

  FIRST BOSTON INTERNATIONAL

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ S.
  Martin [illegible]

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: 

  
					



 


66