ex4-1.htm


    
      EXHIBIT 4.1

    

    
      Table of Contents

    

    
            

                EXECUTION
VERSION      
    

    

     

     

    CREDIT AGREEMENT

     

    DATED AS OF NOVEMBER 15,
2007

     

    AMONG

     

    URS CORPORATION,

    as Borrower,

     

    THE LENDERS LISTED
HEREIN,

    as Lenders,

     

    and

     

    MORGAN STANLEY SENIOR FUNDING,
INC.,

    as Joint-Lead Arranger, Syndication
Agent and Sub-Agent of Administrative Agent

    


    and

    


    WELLS FARGO BANK, NATIONAL
ASSOCIATION,

    as Joint-Lead Arranger and
Administrative Agent

    


    and

    


    BANK OF AMERICA,
N.A.

    BNP PARIBAS

    and

    THE ROYAL BANK OF SCOTLAND
plc,

    as Co-Documentation
Agents

    


    


    


     

    


     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
            

                TABLE OF
CONTENTS     
    

    

     

    
      	
               

            	
              SECTION 1.DEFINITIONS                                                           

            


    

     

    
      	
               

            	
              1.1

            	
              Certain Defined Terms 

            	
              2

            


    

    
      	
               

            	
              1.2

            	
              
                Accounting Terms; Utilization of GAAP for Purposes of
      Calculations Under Agreement 

              

            	
              34

            


    

    
      	
               

            	
              1.3

            	
              Other Definitional Provisions and Rules of
      Construction

            	
              35

            


    

     

    
      	
               

            	
              SECTION 2.AMOUNTS AND TERMS OF COMMITMENTS AND
      LOANS

            


    

     

    
      	
               

            	
              2.1

            	
              
                
Commitments;
      Making of Loans; the Register; Optional
    Notes 

              

            	
              35

            


      
        	
                 

              	
                2.2

              	
                
                  
                    Interest on the Loans 

                  

                

              	
                47

              


      

      
        	
                 

              	
                2.3

              	
                
                  Fees 

                

              	
                53

              


      

    

    
      	
               

            	
              2.4

            	
              
                
                  
                    Repayments, Prepayments and Reductions of Revolving Loan
      Commitment Amount; General Provisions Regarding Payments; Application of
      Proceeds of Collateral and Payments Under Subsidiary
      Guaranty 

                  

                

              

            	
              54

            


      
        	
                 

              	
                2.5

              	
                
                  
                    Use of Proceeds 

                  

                

              	
                64

              


      

    

    
      	
               

            	
              2.6

            	
              
                
                  
                    
Special
      Provisions Governing Eurodollar Rate
      Loans 

                  

                

              

            	
              65

            


      
        	
                 

              	
                2.7

              	
                
                  
                    Increased Costs; Taxes; Capital
      Adequacy 

                  

                

              	
                67

              


      

      
        	
                 

              	
                2.8

              	
                
                  
                    
                      
                        Statement of Lenders; Obligation of Lenders and Issuing
      Lenders to Mitigate 

                      

                    

                  

                

              	
                73

              


        
          	
                   

                	
                  2.9

                	
                  
                    
                      
                        Replacement of a
      Lender 

                      

                    

                  

                	
                  74

                


        

      

    

     

    
      	
               

            	
              SECTION 3.LETTERS OF
CREDIT

            


    

     

    
      	
               

            	
              3.1

            	
              
                
                  Issuance of Revolving Letters of Credit and Lenders’ Purchase
      of Participations Therein 

                

              

            	
              75

            


      
        	
                 

              	
                3.2

              	
                
                  
                    
                      Revolving Letter of Credit
      Fees 

                    

                  

                

              	
                78

              


      

      
        	
                 

              	
                3.3

              	
                
                  
                    Drawings and Reimbursement of Amounts Paid Under Revolving
      Letters of Credit 

                  

                

              	
                79

              


      

      
        	
                 

              	
                3.4

              	
                
                  
                    
                      
                        Obligations
      Absolute 

                      

                    

                  

                

              	
                82

              


        
          	
                   

                	
                  3.5

                	
                  
                    
                      
                        Nature of Issuing Lenders’
      Duties 

                      

                    

                  

                	
                  83

                


        

      

      
        	
                 

              	
                3.6

              	
                
                  
                    
                      Additional Letter of Credit
      Facilities

                    

                  

                

              	
                84

              


      

    

     

    
      	
               

            	
              SECTION 4.CONDITIONS TO LOANS AND LETTERS OF
      CREDIT

            


    

     

    
      	
               

            	
              4.1

            	
              
                
                  
                    Conditions to Term Loans and Initial Revolving Loans and Swing
      Line Loans 

                  

                

              

            	
              85

            


      
        	
                 

              	
                4.2

              	
                
                  
                    
                      Conditions to All Loans

                    

                  

                

              	
                90

              


      

      
        	
                 

              	
                4.3

              	
                
                  
                    
                      Conditions to Revolving Letters of
      Credit 

                    

                  

                

              	
                91

              


      

    

     

    
      	
               

            	
              SECTION 5.COMPANY’S REPRESENTATIONS AND
      WARRANTIES

            


    

     

    
      	
               

            	
              5.1

            	
              
                
                  Organization, Powers, Qualification, Good Standing, Business
      and Subsidiaries 

                

              

            	
              92

            


      
        	
                 

              	
                5.2

              	
                
                  
                    
                      Authorization of Borrowing,
      etc 

                    

                  

                

              	
                92

              


      

      
        	
                 

              	
                5.3

              	
                
                  
                    Financial Condition 

                  

                

              	
                93

              


      

      
        	
                 

              	
                5.4

              	
                
                  
                    
                      
                        No Material Adverse
      Change 

                      

                    

                  

                

              	
                93

              


        
          	
                   

                	
                  5.5

                	
                  
                    
                      
                        Title to Properties; Liens; Real Property; Intellectual
      Property 

                      

                    

                  

                	
                  94

                


        

      

      
        	
                 

              	
                5.6

              	
                
                  
                    
                      
                        Litigation; Adverse
      Facts 

                      

                    

                  

                

              	
                95

              


        
          	
                   

                	
                  5.7

                	
                  
                    
                      
                        Payment of Taxes 

                      

                    

                  

                	
                  95

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  5.8

                	
                  
                    
                      
                        
                          
                            Governmental
      Regulation 

                          

                        

                      

                    

                  

                	
                  95

                


          
            	
                     

                  	
                    5.9

                  	
                    
                      
                        
                          
                            Securities
      Activities 

                          

                        

                      

                    

                  	
                    95

                  


          

        

      

    

    
      	
               

            	
              5.10

            	
              
                
                  
                    ERISA 

                  

                

              

            	
              96

            


      
        	
                 

              	
                5.11

              	
                
                  
                    Environmental
Protection 

                  

                

              	
                96

              


      

      
        	
                 

              	
                5.12

              	
                
                  
                    
                      
                        Employee
      Matters 

                      

                    

                  

                

              	
                96

              


        
          	
                   

                	
                  5.13

                	
                  
                    
                      
                        Solvency 

                      

                    

                  

                	
                  97

                


        

      

      
        	
                 

              	
                5.14

              	
                
                  
                    
                      
                        Matters Relating to
      Collateral 

                      

                    

                  

                

              	
                97

              


        
          	
                   

                	
                  5.15

                	
                  
                    
                      
                        Disclosure 

                      

                    

                  

                	
                  98

                


        

        
          	
                   

                	
                  5.16

                	
                  
                    
                      
                        
                          
                            Foreign Assets Control Regulations,
      etc 

                          

                        

                      

                    

                  

                	
                  98

                


          
            	
                     

                  	
                    5.17

                  	
                    
                      
                        
                          
                            Related
      Agreements 

                          

                        

                      

                    

                  	
                    98

                  


          

        

      

    

    
      	
               

            	
              5.18

            	
              
                
                  
                    
                      
                        Certain
      Fees 

                      

                    

                  

                

              

            	
              99

            


    

     

    
      	
               

            	
              SECTION 6.COMPANY’S AFFIRMATIVE
  COVENANTS

            


    

     

    
      	
               

            	
              6.1

            	
              
                
                  
                    Financial Statements and Other
      Reports 

                  

                

              

            	
              99

            


      
        	
                 

              	
                6.2

              	
                
                  
                    
                      
                        Corporate Existence,
      etc 

                      

                    

                  

                

              	
                104

              


      

      
        	
                 

              	
                6.3

              	
                
                  
                    
                      Payment of Taxes and Claims; Tax
      Consolidation 

                    

                  

                

              	
                105

              


      

      
        	
                 

              	
                6.4

              	
                
                  
                    
                      
                        
                          Maintenance of Properties; Insurance; Application of Net
      Insurance/Condemnation
      Proceeds 

                        

                      

                    

                  

                

              	
                105

              


        
          	
                   

                	
                  6.5

                	
                  
                    
                      
                        
                          Inspection Rights; Lender
      Meeting 

                        

                      

                    

                  

                	
                  108

                


        

      

      
        	
                 

              	
                6.6

              	
                
                  
                    
                      
                        
                          Compliance with Laws,
      etc 

                        

                      

                    

                  

                

              	
                108

              


        
          	
                   

                	
                  6.7

                	
                  
                    
                      
                        
                          Execution of Subsidiary Guaranty and Personal Property
      Collateral Documents by Certain Additional Subsidiaries; Matters Relating
      to Real Property
    Collateral 

                        

                      

                    

                  

                	
                  109

                


        

        
          	
                   

                	
                  6.8

                	
                  
                    
                      
                        
                          
                            
                              Interest Rate
      Protection 

                            

                          

                        

                      

                    

                  

                	
                  114

                


          
            	
                     

                  	
                    6.9

                  	
                    
                      
                        
                          
                            
                              Ratings 

                            

                          

                        

                      

                    

                  	
                    114

                  


          

        

      

      
        	
                 

              	
                6.10

              	
                
                  
                    
                      
                        Post Closing
      Matters 

                      

                    

                  

                

              	
                114

              


      

    

     

    
      	
               

            	
              SECTION 7.COMPANY’S NEGATIVE
  COVENANTS

            


    

     

    
    

    
      	
               

            	
              7.1

            	
              
                
                  
                    
                      Indebtedness 

                    

                  

                

              

            	
              116

            


    

    
      	
               

            	
              7.2

            	
              
                
                  
                    
                      Liens and Related
      Matters 

                    

                  

                

              

            	
              120

            


    

    
      	
               

            	
              7.3

            	
              
                
                  
                    Investments;
      Acquisitions 

                  

                

              

            	
              123

            


    

    
      	
               

            	
              7.4

            	
              
                
                  
                    
                      
                        Contingent
      Obligations 

                      

                    

                  

                

              

            	
              125

            


      
        	
                 

              	
                7.5

              	
                
                  
                    
                      
                        Restricted Junior Payments; Payments on Certain Other
      Indebtedness 

                      

                    

                  

                

              	
                127

              


      

    

    
      	
               

            	
              7.6

            	
              
                
                  
                    
                      
                        Financial
      Covenants 

                      

                    

                  

                

              

            	
              128

            


      
        	
                 

              	
                7.7

              	
                
                  
                    
                      
                        Restriction on Fundamental Changes; Asset
      Sales 

                      

                    

                  

                

              	
                129

              


      

      
        	
                 

              	
                7.8

              	
                
                  
                    
                      
                        
                          
                            Transactions with
      Affiliates 

                          

                        

                      

                    

                  

                

              	
                131

              


        
          	
                   

                	
                  7.9

                	
                  
                    
                      
                        
                          
                            Conduct of
      Business 

                          

                        

                      

                    

                  

                	
                  132

                


        

      

    

    
      	
               

            	
              7.10

            	
              
                
                  
                    
                      Fiscal Year 

                    

                  

                

              

            	
              132

            


      
        	
                 

              	
                7.11

              	
                
                  
                    
                      Compliance with
    ERISA 

                    

                  

                

              	
                132

              


      

      
        	
                 

              	
                7.12

              	
                
                  
                    
                      
                        
                          Amendments or Waivers of Certain
      Agreements 

                        

                      

                    

                  

                

              	
                132

              


      

    

     

    
      	
               

            	
              SECTION 8.EVENTS OF
DEFAULT

            


    

     

    
      	
               

            	
              8.1

            	
              
                
                  
                    Failure to Make Payments When
      Due 

                  

                

              

            	
              132

            


      
        	
                 

              	
                8.2

              	
                
                  
                    
                      
                        Default in Other
      Agreements 

                      

                    

                  

                

              	
                132

              


      

      
        	
                 

              	
                8.3

              	
                
                  
                    
                      Breach of Certain
      Covenants 

                    

                  

                

              	
                133

              


      

      
        	
                 

              	
                8.4

              	
                
                  
                    
                      
                        
                          Breach of
      Warranty 

                        

                      

                    

                  

                

              	
                133

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                8.5

              	
                
                  
                    
                      
                        Other Defaults Under Loan
      Documents 

                      

                    

                  

                

              	
                133

              


      

      
        	
                 

              	
                8.6

              	
                
                  
                    
                      
                        Involuntary Bankruptcy; Appointment of Receiver, etc 

                      

                    

                  

                

              	
                134

              


        
          	
                   

                	
                  8.7

                	
                  
                    
                      
                        
                          Voluntary Bankruptcy; Appointment of Receiver,
      etc 

                        

                      

                    

                  

                	
                  134

                


        

        
          	
                   

                	
                  8.8

                	
                  
                    
                      
                        
                          
                            
                              Judgments and
      Attachments 

                            

                          

                        

                      

                    

                  

                	
                  135

                


          
            	
                     

                  	
                    8.9

                  	
                    
                      
                        
                          
                            
                              Dissolution 

                            

                          

                        

                      

                    

                  	
                    135

                  


          

        

      

      
        	
                 

              	
                8.10

              	
                
                  
                    
                      
                        ERISA 

                      

                    

                  

                

              	
                135

              


        
          	
                   

                	
                  8.11

                	
                  
                    
                      
                        Change in Control 

                      

                    

                  

                	
                  135

                


        

        
          	
                   

                	
                  8.12

                	
                  
                    
                      
                        
                          
                            Failure to Consummate Acquisition or
      Merger 

                          

                        

                      

                    

                  

                	
                  135

                


          
            	
                     

                  	
                    8.13

                  	
                    
                      
                        
                          
                            Invalidity of Loan Documents; Guaranty; Failure of Security;
      Repudiation of
    Obligations 

                          

                        

                      

                    

                  	
                    136

                  


          

        

      

    

     

    
      	
               

            	
              SECTION 9.ADMINISTRATIVE
AGENT

            


    

     

    
      	
               

            	
              9.1

            	
              
                
                  
                    
                      Appointment 

                    

                  

                

              

            	
              137

            


      
        	
                 

              	
                9.2

              	
                
                  
                    
                      
                        
                          Powers and Duties; General
      Immunity 

                        

                      

                    

                  

                

              	
                139

              


      

      
        	
                 

              	
                9.3

              	
                
                  
                    
                      
                        Representations and Warranties; No Responsibility For
      Appraisal of
      Creditworthiness 

                      

                    

                  

                

              	
                141

              


      

      
        	
                 

              	
                9.4

              	
                
                  
                    
                      
                        
                          
                            Right to
      Indemnity 

                          

                        

                      

                    

                  

                

              	
                141

              


        
          	
                   

                	
                  9.5

                	
                  
                    
                      
                        
                          
                            Resignation of Agents; Successor Administrative Agent and
      Swing Line Lenders 

                          

                        

                      

                    

                  

                	
                  142

                


        

      

      
        	
                 

              	
                9.6

              	
                
                  
                    
                      
                        
                          Collateral Documents, Guaranties and Surety
      Acknowledgment 

                        

                      

                    

                  

                

              	
                143

              


        
          	
                   

                	
                  9.7

                	
                  
                    
                      
                        
                          
                            Duties of Other
      Agents 

                          

                        

                      

                    

                  

                	
                  144

                


        

        
          	
                   

                	
                  9.8

                	
                  
                    
                      
                        
                          
                            
                              
                                Administrative Agent May File Proofs of
      Claim 

                              

                            

                          

                        

                      

                    

                  

                	
                  144

                


        

      

    

     

    
      	
               

            	
              SECTION
10.MISCELLANEOUS

            


    

     

    
      	
               

            	
              10.1

            	
              
                
                  
                    Successors and Assigns; Assignments and Participations in
      Loans and Letters of Credit 

                  

                

              

            	
              145

            


      
        	
                 

              	
                10.2

              	
                
                  
                    
                      
                        Expenses 

                      

                    

                  

                

              	
                150

              


      

      
        	
                 

              	
                10.3

              	
                
                  
                    
                      Indemnity 

                    

                  

                

              	
                151

              


      

      
        	
                 

              	
                10.4

              	
                
                  
                    
                      
                        
                          Set-Off 

                        

                      

                    

                  

                

              	
                152

              


        
          	
                   

                	
                  10.5

                	
                  
                    
                      
                        
                          Ratable
    Sharing 

                        

                      

                    

                  

                	
                  153

                


        

      

      
        	
                 

              	
                10.6

              	
                
                  
                    
                      
                        
                          Amendments and
      Waivers 

                        

                      

                    

                  

                

              	
                154

              


        
          	
                   

                	
                  10.7

                	
                  
                    
                      
                        
                          Independence of
      Covenants 

                        

                      

                    

                  

                	
                  155

                


        

        
          	
                   

                	
                  10.8

                	
                  
                    
                      
                        
                          
                            
                              Notices; Effectiveness of
      Signatures 

                            

                          

                        

                      

                    

                  

                	
                  156

                


          
            	
                     

                  	
                    10.9

                  	
                    
                      
                        
                          
                            Survival of Representations, Warranties and
      Agreements

                          

                        

                      

                    

                  	
                    157

                  


          

        

      

      
        	
                 

              	
                10.10

              	
                
                  
                    
                      Failure or Indulgence Not Waiver; Remedies
      Cumulative

                    

                  

                

              	
                158

              


        
          	
                   

                	
                  10.11

                	
                  
                    
                      Marshalling; Payments Set
    Aside

                    

                  

                	
                  158

                


        

        
          	
                   

                	
                  10.12

                	
                  
                    
                      
                        
                          Severability

                        

                      

                    

                  

                	
                  158

                


          
            	
                     

                  	
                    10.13

                  	
                    
                      
                        
                          Obligations Several; Independent Nature of Lenders’ Rights;
      Damage Waiver

                        

                      

                    

                  	
                    158

                  


          

        

        
          	
                   

                	
                  10.14

                	
                  
                    
                      
                        
                          Release of Security Interest or
      Guaranty

                        

                      

                    

                  

                	
                  159

                


          
            	
                     

                  	
                    10.15

                  	
                    
                      
                        
                          Applicable Law

                        

                      

                    

                  	
                    160

                  


          

          
            	
                     

                  	
                    10.16

                  	
                    
                      
                        
                          
                            
                              Construction of Agreement; Nature of
      Relationship

                            

                          

                        

                      

                    

                  	
                    160

                  


            
              	
                       

                    	
                      10.17

                    	
                      
                        
                          
                            
                              Consent to Jurisdiction and Service of
      Process

                            

                          

                        

                      

                    	
                      160

                    


            

          

        

      

      
        	
                 

              	
                10.18

              	
                
                  
                    
                      
                        
                          Waiver of Jury Trial 

                        

                      

                    

                  

                

              	
                161

              


      

    

    
      	
               

            	
              10.19

            	
              
                
                  
                    Confidentiality 

                  

                

              

            	
              162

            


      
        	
                 

              	
                10.20

              	
                
                  
                    
                      
                        
                          Counterparts; Effectiveness 

                        

                      

                    

                  

                

              	
                163

              


        
          	
                   

                	
                  10.21

                	
                  
                    
                      
                        
                          USA Patriot Act 

                        

                      

                    

                  

                	
                  163

                


        

      

    

    


    
      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBITS

       

      
        	
                I

              	
                FORM OF NOTICE OF
BORROWING

              


      

      
        	
                II

              	
                FORM OF NOTICE OF
  CONVERSION/CONTINUATION

              


      

      
        	
                III

              	
                FORM OF REQUEST FOR REVOLVING LETTER OF CREDIT
      ISSUANCE

              


      

      
        	
                IV

              	
                FORM OF NOTICE OF
PREPAYMENT

              


      

      
        	
                V

              	
                FORM OF REVOLVING
NOTE

              


      

      
        	
                VI

              	
                FORM OF TRANCHE A TERM
NOTE

              


      

      
        	
                VII

              	
                FORM OF TRANCHE B TERM
NOTE

              


      

      
        	
                VIII

              	
                FORM OF TRANCHE C TERM
NOTE

              


      

      
        	
                IX

              	
                FORM OF SWING LINE
NOTE

              


      

      
        	
                X

              	
                FORM OF COMPLIANCE
CERTIFICATE

              


      

      
        	
                XI

              	
                FORM OF OPINION OF COMPANY
  COUNSEL

              


      

      
        	
                XII

              	
                FORM OF ASSIGNMENT AND ASSUMPTION
    AGREEMENT

              


      

      
        	
                XIII

              	
                FORM OF PLEDGE
AGREEMENT

              


      

      
        	
                XIV

              	
                FORM OF SUBSIDIARY
GUARANTY

              


      

      
        	
                XV

              	
                FORM OF SECURITY
AGREEMENT

              


      

      
        	
                XVI

              	
                FORM OF SURETY
ACKNOWLEDGMENT

              


      

      


      


      


       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      SCHEDULES

       

      
        	
                1.1

              	
                DORMANT
SUBSIDIARIES

              


      

      
        	
                1.2

              	
                EXISTING LETTERS OF
CREDIT

              


      

      
        	
                4.1C

              	
                CORPORATE AND CAPITAL
  STRUCTURE

              


      

      
        	
                5.1A

              	
                ORGANIZATION AND
POWERS

              


      

      
        	
                5.1D

              	
                SUBSIDIARIES

              


      

      
        	
                5.5B

              	
                REAL PROPERTY

              


      

      
        	
                5.6

              	
                INTELLECTUAL
PROPERTY

              


      

      
        	
                5.11

              	
                LITIGATION; ADVERSE
FACTS

              


      

      
        	
                6.10

              	
                ENVIRONMENTAL
MATTERS

              


      

      
        	
                7.1

              	
                POST CLOSING
MATTERS

              


      

      
        	
                7.2

              	
                INDEBTEDNESS

              


      

      
        	
                7.3

              	
                INVESTMENTS;
ACQUISITIONS

              


      

      
        	
                7.4

              	
                CONTINGENT
OBLIGATIONS

              


      

      
        	
                7.8

              	
                TRANSACTIONS WITH SHAREHOLDERS AND
      AFFILIATES

              


      

      
      

      
      

      


      


      





    

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

    
      Table of Contents

    

     

    
      
        URS CORPORATION

         

        CREDIT AGREEMENT

         

        This
CREDIT AGREEMENT is
dated as of November 15, 2007 and entered into by and among URS CORPORATION, a Delaware
corporation (“Company”),
THE FINANCIAL INSTITUTIONS
PARTY HERETO FROM TIME TO TIME (each individually referred to herein as a
“Lender” and
collectively as “Lenders”), MORGAN STANLEY SENIOR FUNDING,
INC. (“Morgan
Stanley”), as a joint-lead arranger and syndication agent for Lenders (in
such capacity, “Syndication
Agent”), WELLS FARGO
BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as a joint-lead
arranger (collectively with Morgan Stanley, in such capacity, “Joint-LeadArrangers”) and administrative
agent for Lenders (in such capacity, “Administrative Agent”), and
Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
co-documentation agents for Lenders (in such capacity, “Co-Documentation
Agents”).

         

        R E C I T A L
S

         

        WHEREAS, at the Effective Time
(capitalized terms used in these recitals without definition shall have the
meanings assigned to such terms in Section 1), (i) Elk Merger Corporation, a
Delaware corporation and a wholly-owned Subsidiary of Company (“First Merger Sub”), shall be
merged with and into Washington Group International, Inc., a Delaware
corporation (“WGII”),
pursuant to the Merger Agreement, with WGII being the surviving corporation (the
“First Merger”) and
becoming a wholly-owned Subsidiary of Company, and (ii) immediately following
the First Merger, Company shall cause WGII to merge with and into Bear Merger
Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Company
(“Second Merger Sub”), pursuant
to the Merger Agreement, with Second Merger Sub being the surviving corporation
(together with the First Merger, the “Merger”) and continuing its
existence as a wholly-owned Subsidiary of Company;

         

        WHEREAS, Lenders, at the
request of Company, have agreed to extend certain credit facilities to Company,
the proceeds of which will be used (i) together with Cash and Capital Stock of
Company, to fund the Acquisition Financing Requirements, and (ii) to provide
financing for working capital and other general corporate purposes of Company
and its Subsidiaries;

         

        WHEREAS, Company desires to
secure all of the Obligations hereunder and under the other Loan Documents by
granting to Administrative Agent, on behalf of Lenders, a First Priority Lien on
substantially all of its real, personal and mixed property; and

         

        WHEREAS, Subsidiary Guarantors
have agreed to guarantee the Obligations hereunder and under the other Loan
Documents and to secure their guaranties by granting to Administrative Agent, on
behalf of Lenders, a First Priority Lien on substantially all of their real,
personal and mixed property;

         

        NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, Company, Lenders, Joint-Lead Arrangers, Syndication Agent,
Co-Documentation Agents and Administrative Agent agree as follows:

         


        
          
            
            

          

          
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Section 1.  DEFINITIONS

         

        
          	
                  1.1  

                	
                  Certain Defined
      Terms.

                


        

         

        The
following terms used in this Agreement shall have the following
meanings:

         

        “Acquisition” means the
transactions contemplated by the Merger Agreement.

         

        “Acquisition Financing
Requirements” means the aggregate of all amounts necessary (i) to
finance the purchase price payable in connection with the Acquisition, (ii) to
refinance all Indebtedness outstanding under the Existing Credit Agreements, and
(iii) to pay Transaction Costs.

         

        “Additional Letter of Credit
Facility” and “Additional Letter of Credit
Facilities” have the meaning assigned to that term in subsection
3.6.

         

        “Administrative Agent” has the
meaning assigned to that term in the introduction to this Agreement and also
means and includes any successor Administrative Agent appointed pursuant to
subsection 9.5A.

         

        “Affected Lender” has the
meaning assigned to that term in subsection 2.6C.

         

        “Affected Loans” has the
meaning assigned to that term in subsection 2.6C.

         

        “Affiliate”, as applied to any
Person, means any other Person directly or indirectly controlling, controlled
by, or under common control with, that Person.  For the purposes of
this definition, “control” (including, with correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”), as applied to
any Person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of that Person, whether
through the ownership of voting securities or by contract or
otherwise.

         

        “Affiliated Funds” means Funds
that are administered, advised or managed by (i) a single entity or
(ii) entities that are Affiliates of each other.

         

        “Agents” means Administrative
Agent, Syndication Agent, Co-Documentation Agents, Joint-Lead Arrangers,
sub-agents appointed pursuant to subsection 9.1A, Supplemental Collateral Agents
and Related Parties.

         

        “Aggregate Amounts Due” has
the meaning assigned to that term in subsection 10.5.

         

        “Agreement” means this Credit
Agreement dated as of November 15, 2007.

         

        “Approved Fund” means any Fund
that is managed or advised by a Lender, an Affiliate of a Lender or a Person or
an Affiliate of a Person that manages or advises a Lender.

         


        
          
            
            

          

          
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        “Asset Sale” means the sale by
Company or any of its Subsidiaries to any Person other than Company or any of
its wholly-owned Domestic Subsidiaries of (i) any of the Capital Stock of
any of Company’s Subsidiaries (other than any Capital Stock sold to licensed
professionals employed by such Subsidiary in order to comply with licensing laws
or any Capital Stock sold to qualify directors if required by applicable law) or
(ii) any other assets (whether tangible or intangible) of Company or any of
its Subsidiaries (other than (a) inventory sold in the ordinary course of
business, (b) Cash Equivalents, (c) sales, assignments, transfers or
dispositions of accounts in the ordinary course of business for purposes of bad
debt collection, (d) excess, surplus or obsolete property in the ordinary course
of business, (e) any sale and leaseback of property entered into within 180 days
of the acquisition of such property, and (f) any such other assets to the
extent that the aggregate value of such assets sold in any single transaction or
related series of transactions is equal to $10,000,000 or less).

         

        “Assignment Agreement” means
an Assignment and Assumption Agreement in substantially the form of Exhibit XII
annexed hereto.

         

        “Attributable Indebtedness”,
as applied to any Person, means, with respect to any Synthetic Lease Obligation,
the capitalized amount of the remaining lease payments under the relevant lease
that would appear on a balance sheet of that Person prepared as of such date in
accordance with GAAP if such lease were accounted for as a Capital
Lease.

         

        “Bankruptcy Code” means
Title 11 of the United States Code entitled “Bankruptcy”, as now and
hereafter in effect, or any successor statute.

         

        “Base Rate” means, as of any
date of determination, the higher of (i) the Prime Rate or (ii) the rate
which is 1⁄2 of 1% in excess of the Federal Funds Effective Rate.  Any
change in the Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such
change.

         

        “Base Rate Loans” means Loans
bearing interest at rates determined by reference to the Base Rate as provided
in subsection 2.2A.

         

        “Base Rate Margin” means the
margin over the Base Rate used in determining the rate of interest of Base Rate
Loans pursuant to subsection 2.2A.

         

        “Business Day” means
(i) for all purposes other than as covered by clause (ii) below, any
day excluding Saturday, Sunday and any day which is a legal holiday under the
laws of the State of California or New York or is a day on which banking
institutions located in either such state are authorized or required by law or
other governmental action to close, and (ii) with respect to all notices,
determinations, fundings and payments in connection with the Eurodollar Rate or
any Eurodollar Rate Loans, any day that is a Business Day described in
clause (i) above and that is also a day for trading by and between banks in
Dollar deposits in the London interbank market.

         


        
          
            
            

          

          
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        “Capital Lease”, as applied to
any Person, means (i) any lease of any property (whether real, personal or
mixed) by that Person as lessee that, in conformity with GAAP, is accounted for
as a capital lease on the balance sheet of that Person and (ii) any secured
note evidencing such Person’s obligation to pay all or any part of the purchase
price of an asset; provided that the
Lien securing such note shall apply only to the asset so acquired and proceeds
thereof.

         

        “Capital Stock” means the
capital stock of or other equity interests in a Person.

         

        “Cash” means money, currency
or a credit balance in a Deposit Account.

         

        “Cash Equivalents” means, as
of any date of determination, (i) marketable securities (a) issued or
directly and unconditionally guaranteed as to interest and principal by the
United States Government or (b) issued by any agency of the United States
the obligations of which are backed by the full faith and credit of the United
States, in each case maturing within one year after such date;
(ii) marketable direct obligations issued by any state of the United States
or any political subdivision of any such state or any public instrumentality
thereof, in each case maturing within one year after such date and having, at
the time of the acquisition thereof, the highest rating obtainable from either
S&P or Moody’s; (iii) commercial paper maturing no more than one year
from the date of creation thereof and having, at the time of the acquisition
thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s;
(iv) certificates of deposit or bankers’ acceptances maturing within one
year after such date and issued or accepted by any Lender or by any commercial
bank organized under the laws of the United States, any state thereof, the
District of Columbia or any foreign country recognized by the United States that
(a) is at least “adequately capitalized” (as defined in the regulations of
its primary Federal banking regulator), (b) has Tier 1 capital (as
defined in such regulations) of not less than $100,000,000 (or the foreign
currency equivalent thereof) and (c) has outstanding debt which is rated “A” (or
such similar equivalent rating) or higher by at least one nationally recognized
statistical rating organization (as defined in Rule 436 under the Securities
Act); and (v) shares of any money market mutual fund that (a) has at
least 95% of its assets invested continuously in the types of investments
referred to in clauses (i) and (ii) above and (b) has net assets
of not less than $500,000,000.

         

        “Certificate of Merger” means,
collectively, (i) the Certificate of Merger dated as of November 15, 2007,
merging First Merger Sub with and into WGII, with WGII as the surviving entity,
and (ii) the Certificate of Merger dated as of November 15, 2007, merging WGII
with and into Second Merger Sub, with Second Merger Sub as the surviving entity,
each in the form of an exhibit attached to the Merger Agreement as such
certificates may be amended from time to time thereafter to the extent permitted
pursuant to subsection 7.12.

         

        “Change in Control” means (i)
any Person, either  individually or acting in concert with one or more
other Persons, shall have acquired beneficial ownership, directly or indirectly,
of Securities of Company (other than Securities convertible into such
Securities) representing 40% or more of the combined voting power of all
Securities of Company entitled to vote in the election of members of the
Governing Body of Company, other than Securities having such power only by
reason of the happening of a contingency; or (ii) the occurrence of a
change in the composition of the Governing Body of Company such that a majority
of the members of any such Governing Body are not Continuing
Members.

         


        
          
            
            

          

          
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        “Change in Law” means the
occurrence, after the date of this Agreement, of any of the
following:  (i) the adoption or taking effect of any law, rule,
regulation, treaty or order, (ii) any change in any law, rule regulation or
treaty or in the administration, interpretation or application thereof by any
Government Authority, (iii) any determination of a court or other
Government Authority or (iv) the making or issuance of any request,
guideline or directive (whether or not having the force of law) by any
Government Authority.

         

        “Class”, as applied to
Lenders, means each of the following four classes of
Lenders:  (i) Lenders having Revolving Loan Exposure,
(ii) Lenders having Tranche A Term Loan Exposure, (iii) Lenders having
Tranche B Term Loan Exposure, and (iv) Lenders having Tranche C Term Loan
Exposure.

         

        “Closing Date” means the date
on which the initial Loans are made.

         

        “Co-Documentation Agents” has
the meaning assigned to that term in the introduction to this
Agreement.

         

        “Collateral” means, (i) during
any Stock Pledge Period, all of the Pledged Collateral in which Liens are
purported to be granted pursuant to the Collateral Documents as security for the
Obligations and (ii) during any Collateral Pledge Period, collectively, all of
the real, personal and mixed property, including Pledged Collateral, in which
Liens are purported to be granted pursuant to the Collateral Documents as
security for the Obligations.

         

        “Collateral Account” has the
meaning assigned to that term in the Pledge Agreement.

         

        “Collateral Documents” means
(i) during any Stock Pledge Period, the Pledge Agreement and all other
instruments or documents delivered by any Loan Party pursuant to this Agreement
or any of the other Loan Documents in order to grant to Administrative Agent, on
behalf of Lenders, a Lien on the Capital Stock of each Subsidiary Guarantor as
required thereunder and under this Agreement, and (ii) during any Collateral
Pledge Period, the Pledge Agreement, the Foreign Pledge Agreements, the Security
Agreement, the Mortgages and all other instruments or documents delivered by any
Loan Party pursuant to this Agreement or any of the other Loan Documents in
order to grant to Administrative Agent, on behalf of Lenders, a Lien on any
real, personal or mixed property (including Capital Stock) of that Loan Party as
required thereunder and under this Agreement.

         

        “Collateral Pledge Period”
means any period during which the Company Debt Rating is Ba2 or lower
from Moody’s or BB or lower from S&P.

         

        “Combined Pro Forma EBITDA”
means the sum of (i) Consolidated EBITDA for Company and its Subsidiaries for
the twelve-month period ended June 29, 2007 plus (ii)
Consolidated EBITDA (calculated in accordance with the definition of
“Consolidated EBITDA” but substituting WGII for Company) for WGII and its
Subsidiaries for the twelve-month period ended June 29, 2007 plus (iii)
$52,500,000 (representing the anticipated cost savings to be realized from the
combination of the business of Company and WGII).

         


        
          
            
            

          

          
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        “Combined Pro Forma Total Debt”
means, as at the Closing Date, Consolidated Total Debt of Company, WGII
and their respective Subsidiaries after giving effect to the
Transaction.

         

        “Commitments” means the
commitments of Lenders to make Loans as set forth in subsections 2.1A and
3.3.

         

        “Communications” has the
meaning assigned to that term in subsection 10.8.

         

        “Company” has the meaning
assigned to that term in the introduction to this Agreement.

         

        “Company Debt Rating” means,
as of any date of determination, Company’s corporate family rating or equivalent
rating from Moody’s or Company’s corporate rating or equivalent rating from
S&P, as the case may be.

         

        “Company Disclosure Letter”
means the letter dated the Closing Date delivered to Administrative Agent by
Company containing information with respect to Company and its
Subsidiaries.

         

        “Compliance Certificate” means
a certificate substantially in the form of Exhibit X
annexed hereto.

         

        “Consolidated Capital
Expenditures” means, for any period, the sum of the aggregate of all
expenditures (whether paid in cash or other consideration or accrued as a
liability and including that portion of Capital Leases which is capitalized on
the consolidated balance sheet of Company and its Subsidiaries) by Company and
its Subsidiaries during that period that, in conformity with GAAP, are included
in “additions to property, plant or equipment” or comparable items reflected in
the consolidated statement of cash flows of Company and its
Subsidiaries.  For purposes of this definition, the purchase price of
equipment that is purchased simultaneously with the trade-in of existing
equipment or with insurance proceeds shall be included in Consolidated Capital
Expenditures only to the extent of the gross amount of such purchase price less
the credit granted by the seller of such equipment for the equipment being
traded in at such time or the amount of such proceeds, as the case may
be.

         

        “Consolidated Cash Interest
Expense” means, for any period, Consolidated Interest Expense for such
period, excluding, however, any interest expense not payable in Cash (including
amortization of discount and amortization of debt issuance costs).

         

        “Consolidated Current Assets”
means, as of any date of determination, the sum of all inventory and accounts
receivable of Company and its Subsidiaries determined on a consolidated basis in
conformity with GAAP.

         

        “Consolidated Current
Liabilities” means, as of any date of determination, all accounts payable
of Company and its Subsidiaries determined on a consolidated basis in conformity
with GAAP.

         


        
          
            
            

          

          
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        “Consolidated EBITDA” means,
for any period, the sum, without duplication, of the amounts for such period of
(i) Consolidated Net Income, (ii) Consolidated Interest Expense,
(iii) provisions for taxes based on income, (iv) total depreciation
expense, (v) total amortization expense, (vi) fees, costs and expenses
incurred on or prior to the Closing Date in connection with this Agreement,
(vii) for the period commencing with the first Fiscal Quarter ending after
the consummation of the Transaction through the last Fiscal Quarter of Fiscal
Year 2008, $52,500,000 (amortized evenly over each Fiscal Quarter beginning with
the first Fiscal Quarter of Fiscal Year 2008 and ending with the last Fiscal
Quarter of Fiscal Year 2008) in the aggregate anticipated cost savings to be
realized from the combination of the business of Company and WGII, (viii) cash
restructuring charges in an amount not to exceed (a) for Fiscal Year 2007, the
lesser of (1) the actual cash restructuring charges directly related to the
Acquisition and (2) $35,000,000 and (b) for Fiscal Year 2008, the lesser of (1)
the actual cash restructuring charges directly related to the Acquisition and
(2) $33,000,000, (ix) non-cash restructuring charges incurred by Company and
WGII in connection with the Transaction, all as approved by Joint-Lead
Arrangers, and (x) other non-cash items (other than any such non-cash item to
the extent it represents an accrual of or reserve for cash expenditures in any
future period), but only, in the case of clauses (ii)-(x), to the extent
deducted in the calculation of Consolidated Net Income, less other non-cash
items added in the calculation of Consolidated Net Income (other than any such
non-cash item to the extent it will result in the receipt of cash payments in
any future period), all of the foregoing as determined on a consolidated basis
for Company and its Subsidiaries in conformity with GAAP; provided, however, that all
components of Consolidated EBITDA for such period shall include or exclude, as
the case may be, without duplication, such components of Consolidated EBITDA
attributable to any Permitted Acquisition consummated during such period, the
Acquisition if consummated during such period or any business or assets that
have been disposed of by Company or any of its Subsidiaries after the first day
of such period and prior to the end of such period, in each case as determined
on a pro forma basis, in accordance with Regulation S-X promulgated by the
Securities and Exchange Commission, or as may be agreed upon by Company and
Administrative Agent; and provided further, that (a)
Consolidated EBITDA for the four Fiscal Quarter period ending December 28, 2007
shall be deemed to be $549,000,000, and (b) Consolidated EBITDA for any four
Fiscal Quarter period ending after such date shall be the sum of Consolidated
EBITDA for Company and its Subsidiaries and Consolidated EBITDA for WGII and its
Subsidiaries (calculated in accordance with this definition as though WGII and
its Subsidiaries were “Company and its Subsidiaries” and without duplication of
any components of Consolidated EBITDA) for such period.

         


        
          
            
            

          

          
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        “Consolidated Excess Cash
Flow” means, for any period, an amount (if positive) equal to
(i) the sum, without duplication, of the amounts for such period of
(a) Consolidated EBITDA and (b) the Consolidated Working Capital
Adjustment minus (ii) the
sum, without duplication, of the amounts for such period of (a) voluntary,
scheduled and mandatory repayments of the Obligations (but only to the extent
the funds applied for such purpose are included in the calculations of
Consolidated EBITDA, and, in any case, excluding repayments of Revolving Loans
except to the extent the Revolving Loan Commitment Amount is permanently reduced
in connection with such repayments), (b) voluntary repayments of Capital Leases,
(c) scheduled repayments of Consolidated Total Debt, (d) Consolidated
Capital Expenditures (net of any proceeds of any related financings with respect
to such expenditures), (e) Consolidated Cash Interest Expense,
(f) current taxes based on income of Company and its Subsidiaries and
payable in cash with respect to such period, and (g) cash restructuring charges
added in the calculation of Consolidated EBITDA pursuant to clause (viii) of the
definition thereof and paid in cash during such period.

         

        “Consolidated Interest
Expense” means, for any period, total interest expense (including that
portion attributable to Capital Leases in accordance with GAAP and capitalized
interest) of Company and its Subsidiaries on a consolidated basis with respect
to all outstanding Indebtedness of Company and its Subsidiaries, including all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing, net costs under Interest Rate
Agreements and amounts referred to in subsection 2.3 payable to
Administrative Agent and Lenders that are considered interest expense in
accordance with GAAP, but excluding, however, any such amounts referred to in
subsection 2.3 payable on or before the Closing Date.

         

        “Consolidated Leverage Ratio”
means, as of any date of determination, the ratio of (i) Consolidated Total
Debt as at such date to (ii) Consolidated EBITDA for the consecutive four
Fiscal Quarters ending on such date.

         

        “Consolidated Net Income”
means, for any period, the net income (or loss) of Company, its Subsidiaries and
Joint Ventures, on a consolidated basis determined in conformity with GAAP;
provided that
there shall be excluded (i) the income (or loss) of any Subsidiary or Joint
Venture (other than the MIBRAG Joint Ventures) having directly or indirectly,
created, incurred, assumed or otherwise becoming or remaining directly or
indirectly liable with respect to any Non-Recourse Indebtedness to the extent
such is not actually paid as dividends or distributions, whether directly or
indirectly, to any Loan Party, and (ii) (to the extent not included in
clause (i) above) any net extraordinary gains or net non-cash extraordinary
losses.

         

        “Consolidated Tangible Assets”
means, as of any date of determination, the total amount of current
assets plus net
property, plant and equipment of Company and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

         

        “Consolidated Total Debt”
means, as of any date of determination, the aggregate stated balance sheet
amount of all Indebtedness of Company and its Subsidiaries (including that
portion of Capital Leases classified as a liability on a balance sheet),
determined on a consolidated basis in accordance with GAAP.

         


        
          
            
            

          

          
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        “Consolidated Working Capital”
means, as of any date of determination, the excess (or deficit) of Consolidated
Current Assets over Consolidated Current Liabilities.

         

        “Consolidated Working Capital
Adjustment” means, for any period on a consolidated basis, the amount
(which may be a negative number) by which Consolidated Working Capital as of the
beginning of such period exceeds (or is less than) Consolidated Working Capital
as of the end of such period.

         

        “Contingent Obligation”, as
applied to any Person, means any direct or indirect liability, contingent or
otherwise, of that Person (i) with respect to any Indebtedness, lease,
dividend or other obligation of another if the primary purpose or intent thereof
by the Person incurring the Contingent Obligation is to provide assurance to the
obligee of such obligation of another that such obligation of another will be
paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such obligation will be protected (in whole or in
part) against loss in respect thereof, (ii) with respect to any letter of
credit issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings, or (iii) under Hedge
Agreements.  Contingent Obligations shall include (a) the direct
or indirect guaranty, endorsement (otherwise than for collection or deposit in
the ordinary course of business), co-making, discounting with recourse or sale
with recourse by such Person of the obligation of another, (b) the
obligation to make take-or-pay or similar payments if required regardless of
non-performance by any other party or parties to an agreement, and (c) any
liability of such Person for the obligation of another through any agreement
(contingent or otherwise) (1) to purchase, repurchase or otherwise acquire
such obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise) or (2) to maintain the
solvency or any balance sheet item, level of income or financial condition of
another if, in the case of any agreement described under subclauses (1)
or (2) of this sentence, the primary purpose or intent thereof is as
described in the preceding sentence.  The amount of any Contingent
Obligation in the form of a letter of credit or a guaranty of a specified amount
shall be equal to the face amount of the letter of credit or the amount of the
obligation so guaranteed or otherwise supported, as the case may be, or, if
less, the amount to which such Contingent Obligation is specifically
limited.  The amount of any Contingent Obligation which is not in the
form of a guaranty of a specified amount shall be equal to the reasonably
anticipated maximum amount of such Contingent Obligation as determined by
Company in good faith, net of reasonably anticipated insurance, set off and
other recovery relating thereto.

         

        “Continuing Member” means,
during any period of twelve consecutive months after the Closing Date, any
member of the Governing Body of Company who (i) was a member of such Governing
Body at the beginning of such twelve-month period or (ii) was nominated for
election or elected to such Governing Body with the affirmative vote of a
majority of the members who were either members of such Governing Body at the
beginning of such twelve-month period or whose nomination or election was
previously so approved.

         

        “Contractual Obligation”, as
applied to any Person, means any provision of any Security issued by that Person
or of any material indenture, mortgage, deed of trust, contract, undertaking,
agreement or other instrument to which that Person is a party or by which it or
any of its properties is bound or to which it or any of its properties is
subject.

         


        
          
            
            

          

          
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        “Currency Agreement” means any
foreign exchange contract, currency swap agreement, futures contract, option
contract, synthetic cap or other similar agreement or arrangement to which
Company or any of its Subsidiaries is a party.

         

        “Deposit Account” means a
demand, time, savings, passbook or similar account maintained with a Person
engaged in the business of banking, including a savings bank, savings and loan
association, credit union or trust company.

         

        “Dollars” and the sign “$” mean the lawful money of
the United States of America.

         

        “Domestic Subsidiary” means
any Subsidiary of Company that is incorporated or organized under the laws of a
state of the United States, any state thereof or in the District of
Columbia.

         

        “Dormant Subsidiaries” means (i) all Foreign
Subsidiaries of Company listed on Schedule 1.1 of the
Company Disclosure Letter, as such Schedule may be updated from time to time and
(ii) all other Foreign Subsidiaries that are either (a) not actively engaged in
any business or (b) in the process of being liquidated, dissolved or merged with
an Affiliate.

         

        “Effective Time” has the
meaning assigned to that term in the Merger Agreement.

         

        “Eligible Assignee” means
(i) any Lender, any Affiliate of any Lender and any Approved Fund of any
Lender; and (ii) any commercial bank, insurance company, investment or
mutual fund or other Person (other than a natural Person) that extends credit or
buys loans as one of its businesses; provided that none of
Company, any Affiliate of Company, or any Person acting at the direction of, or
in concert with, any such Person, shall be an Eligible Assignee.

         

        “Environmental Claim” means
any investigation, notice, notice of violation, claim, action, suit, proceeding,
demand, abatement order or other order or directive (conditional or otherwise),
by any Government Authority or any other Person, arising (i) pursuant to or
in connection with any actual or alleged violation of any Environmental Law,
(ii) in connection with any Hazardous Materials or any actual or alleged
Hazardous Materials Activity, or (iii) in connection with any actual or
alleged damage, injury, threat or harm to health, safety, natural resources or
the environment.

         

        “Environmental Laws” means any
and all current or future statutes, ordinances, orders, rules, regulations,
guidance documents, judgments, Governmental Authorizations, or any other
requirements of any Government Authority relating to (i) environmental
matters, including those relating to any Hazardous Materials Activity,
(ii) the generation, use, storage, transportation or disposal of Hazardous
Materials, or (iii) occupational safety and health, industrial hygiene,
land use or the protection of human, plant or animal health or welfare, in any
manner applicable to Company or any of its Subsidiaries or any
Facility.

         

        “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and any
successor thereto.

         


        
          
            
            

          

          
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        “ERISA Affiliate” means any
trade or business (whether or not incorporated) under common control or treated
as a single employer with Company or any of its Subsidiaries within the meaning
of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

         

        “ERISA Event” means (i) a
“reportable event” described in Section 4043(b) or 4043(c)(1), (3), (5), (6),
(8) or (9) of ERISA with respect to a Title IV Plan, (ii) the withdrawal of
Company, any of its Subsidiaries or any ERISA Affiliate from a Title IV Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA, (iii) the
complete or partial withdrawal of Company, any of its Subsidiaries or any ERISA
Affiliate from any Multiemployer Plan where the Withdrawal Liability exceeds
$5,000,000 (individually or in the aggregate), (iv) notice of reorganization or
insolvency of a Multiemployer Plan is received by Company, any of its
Subsidiaries or any ERISA Affiliate, (v) the filing of a notice of intent to
terminate a Title IV Plan under Section 4041(c) of ERISA or the treatment of a
plan amendment as a termination under Section 4041(e) of ERISA, where such
termination constitutes a “distress termination” under Section 4041(c) of ERISA,
(vi) the institution of proceedings to terminate a Title IV Plan by the PBGC,
(vii) the failure without an appropriate waiver from the IRS to make any
required contribution to a Title IV Plan or Multiemployer Plan, (viii) the
imposition of a Lien under Section 412 of the Internal Revenue Code or Section
302 of ERISA on Company or any of its Subsidiaries or (ix) any other event or
condition that might reasonably be expected to constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Title IV Plan or Multiemployer Plan or the imposition
of  any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA.

         

        “Eurodollar Rate” means, for
any Interest Rate Determination Date, with respect to any Eurodollar Rate Loan
for any Interest Period, the rate per annum obtained by dividing (i) the
rate per annum determined by Administrative Agent at approximately
11:00 a.m. (London time) on the date that is two Business Days prior to the
beginning of such Interest Period by reference to the British Bankers’
Association Interest Settlement Rates for deposits in Dollars (as set forth by
any service selected by Administrative Agent which has been nominated by the
British Bankers’ Association as an authorized information vendor for the purpose
of displaying such rates) for a period equal to such Interest Period; provided that, to the
extent that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition the “Eurodollar Rate” shall be the interest rate
per annum determined by Administrative Agent to be the average of the rates per
annum at which deposits in Dollars are offered for such Interest Period to major
banks in the London interbank market in London, England at approximately
11:00 a.m. (London time) on the date that is two Business Days prior to the
beginning of such Interest Period by (ii) a
percentage equal to 100% minus the stated
maximum rate of all reserve requirements (including any marginal, emergency,
supplemental, special or other reserves) applicable on such Interest Rate
Determination Date to any member bank of the Federal Reserve System in respect
of “Eurocurrency liabilities” as defined in Regulation D (or any successor
category of liabilities under Regulation D).  Each determination
by Administrative Agent pursuant to this definition shall be conclusive absent
manifest error.

         

        “Eurodollar Rate Loans” means
Loans bearing interest at rates determined by reference to the Eurodollar Rate
as provided in subsection 2.2A.

         


        
          
            
            

          

          
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        “Eurodollar Rate Margin” means
the margin over the Eurodollar Rate used in determining the rate of interest of
Eurodollar Rate Loans pursuant to subsection 2.2A.

         

        “Event of Default” means each
of the events set forth in Section 8.

         

        “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and any successor
statute.

         

        “Exchange Rate” means, (i) on
the date of issuance, when an amount expressed in a currency other than Dollars
is to be determined with respect to any Letter of Credit, the nominal rate of
exchange of the Issuing Lender of such Letter of Credit in the New York foreign
exchange market for the sale of such currency in exchange for Dollars at 12:00
Noon (New York City time) one Business Day prior to such date, expressed as a
number of units of such currency per one Dollar and (ii) on any date thereafter
(as determined in the discretion of Administrative Agent) when an amount
expressed in a currency other than Dollars is to be determined with respect to
any Letter of Credit, the nominal rate of exchange of Administrative Agent in
the New York foreign exchange market for the sale of such currency in exchange
for Dollars at 12:00 Noon (New York City time) one Business Day prior to such
date, expressed as a number of units of such currency per one
Dollar.

         

        “Excluded Subsidiaries” means
Washington Savannah River Company LLC, a  Delaware limited liability
company, Washington Safety Management Solutions LLC, a Delaware limited
liability company, WSMS Mid-America, LLC, a Delaware limited liability company,
and WSMS-MK, LLC, a Tennessee limited liability company.

         

        “Excluded Taxes” means, with
respect to Administrative Agent, any Lender, or any other recipient of any
payment to be made by or on account of any obligation of Company hereunder
(i) taxes that are imposed on the overall net income (however denominated)
and franchise taxes imposed in lieu thereof (a) by the United States,
(b) by any other Government Authority under the laws of which such Lender
is organized or has its principal office or maintains its applicable lending
office, or (c) by any Government Authority solely as a result of a present
or former connection between such recipient and the jurisdiction of such
Government Authority (other than any such connection arising solely from such
recipient having executed, delivered or performed its obligations or received a
payment under, or enforced, any of the Loan Documents), (ii) any branch
profits taxes imposed by the United States or any similar tax imposed by any
other jurisdiction in which Company is located, and (iii) in the case of a
Foreign Lender (other than an assignee pursuant to a request of Company under
subsection 2.9), any withholding tax that (a) is imposed on amounts
payable to such Foreign Lender at the time it becomes a party hereto (or
designates a new lending office), (b) is attributable to such Foreign
Lender’s failure or inability (other than as a result of a Change in Law) to
comply with its obligations under subsection 2.7B(iv), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from Company with respect to such withholding tax pursuant to
subsection 2.7B, or (c) is required to be deducted under applicable
law from any payment hereunder on the basis of the information provided by such
Foreign Lender pursuant to clause (d) of subsection 2.7B(iv).

         


        
          
            
            

          

          
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        “Existing Credit Agreements”
means (i) that certain Credit Agreement dated as of June 28, 2005 by and among
Company, the lenders party thereto, Credit Suisse, New York Branch, as co-lead
arranger and administrative agent, Wells Fargo, as co-lead arranger and
syndication agent, and Bank of America, N.A. and BNP Paribas, as
co-documentation agents, and (ii) that certain Second Amended and Restated
Credit Agreement dated as of June 14, 2005 by and among WGII, the lenders party
thereto, Credit Suisse, as administrative agent, United Overseas Bank, as
documentation agent, and BNP Paribas and LaSalle Bank National Association, as
co-syndication agents.

         

        “Existing Letters of Credit”
means those letters of credit issued for the account of (i) Company and
identified on Schedule 1.2 of
the Company Disclosure Letter and (ii) WGII and identified on Schedule 1.2 of the
Company Disclosure Letter.

         

        “Facilities” means any and all
real property (including all buildings, fixtures or other improvements located
thereon) now, hereafter or heretofore owned, leased, operated or used by Company
or any of its Subsidiaries or any of their respective predecessors or
Affiliates.

         

        “Federal Funds Effective Rate”
means, for any period, a fluctuating interest rate equal for each day during
such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by
Administrative Agent from three Federal funds brokers of recognized standing
selected by Administrative Agent.

         

        “Financial Plan” has the
meaning assigned to that term in subsection 6.1(ix).

         

        “First Merger” has the meaning
assigned to that term in the recitals to this Agreement.

         

        “First Merger Sub” has the
meaning assigned to that term in the recitals to this Agreement.

         

        “First Priority” means, with
respect to any Lien purported to be created in any Collateral pursuant to any
Collateral Document, that (i) such Lien is perfected and has priority over
any other Lien on such Collateral (other than Permitted Encumbrances, subject to
the exceptions set forth therein) and (ii) such Lien is the only Lien
(other than Permitted Encumbrances and Liens permitted pursuant to
subsection 7.2) to which such Collateral is subject.

         

        “Fiscal Quarter” means a
fiscal quarter of Company and its Subsidiaries ending on the Friday nearest
March 31, June 30, September 30 and December 31 of each year.

         

        “Fiscal Year” means the fiscal
year of Company and its Subsidiaries ending on the Friday nearest
December 31 of each year.

         


        
          
            
            

          

          
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        “Flood Hazard Property” means
a Mortgaged Property located in an area designated by the Federal Emergency
Management Agency as having special flood or mud slide hazards.

         

        “Foreign Lender” means any
Lender that is organized under the laws of a jurisdiction other than that in
which Company is resident for tax purposes.  For purposes of this
definition, the United States, each state thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.

         

        “Foreign Pledge Agreement”
means each pledge agreement or similar instrument governed by the laws of a
country other than the United States, executed from time to time after the
Closing Date in accordance with subsections 6.7 and 6.10 by Company or any
Subsidiary Guarantor that owns Capital Stock of one or more Material Foreign
Subsidiaries organized in such country, in form and substance satisfactory to
Administrative Agent.

         

        “Foreign Subsidiary” means any
Subsidiary of Company that is not a Domestic Subsidiary.

         

        “Fund” means any Person (other
than a natural Person) that is (or will be) engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.

         

        “Funding and Payment Office”
means the office of Administrative Agent located at 201 Third Street,
8th Floor,
San Francisco, California  94103 or such other office of
Administrative Agent as may from time to time hereafter be designated as such in
a written notice delivered by Administrative Agent to Company and each
Lender.

         

        “Funding Date” means the date
of the funding of a Loan.

         

        “GAAP” means, subject to the
limitations on the application thereof set forth in subsection 1.2,
accounting principles generally accepted in the United States of America as set
forth in opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements,
pronouncements and interpretations of the Financial Accounting Standards Board
or in such other statements by such other entity as may be approved by a
significant segment of the accounting profession, in each case as the same are
applicable to the circumstances as of the date of determination.

         

        “Governing Body” means the
board of directors or other body having the power to direct or cause the
direction of the management and policies of a Person that is a corporation,
partnership, trust or limited liability company.

         


        
          
            
            

          

          
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        “Government Authority” means
the government of the United States or any other nation, or any state, regional
or local political subdivision or department thereof, and any other governmental
or regulatory agency, authority, body, commission, central bank, board, bureau,
organ, court, instrumentality or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government, in each case whether federal, state, local or foreign
(including supra national bodies such as the European Union or the European
Central Bank).

         

        “Governmental Authorization”
means any permit, license, registration, authorization, plan, directive,
accreditation, consent, order or consent decree of or from, or notice to, any
Government Authority.

         

        “Granting Lender” has the
meaning assigned to that term in subsection 10.1B(iv).

         

        “Hazardous Materials” means
(i) any chemical, material or substance at any time defined as or included
in the definition of “hazardous substances”, “hazardous wastes”, “hazardous
materials”, “extremely hazardous waste”, “acutely hazardous waste”, “radioactive
waste”, “biohazardous waste”, “pollutant”, “toxic pollutant”, “contaminant”,
“restricted hazardous waste”, “infectious waste”, “toxic
substances”,  or any other term or expression intended to define, list
or classify substances by reason of properties harmful to health, safety or the
indoor or outdoor environment (including harmful properties such as
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive
toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import under any
applicable Environmental Laws); (ii) any oil, petroleum, petroleum fraction
or petroleum derived substance; (iii) any drilling fluids, produced waters
and other wastes associated with the exploration, development or production of
crude oil, natural gas or geothermal resources; (iv) any flammable
substances or explosives; (v) any radioactive materials; (vi) any
asbestos-containing materials; (vii) urea formaldehyde foam insulation;
(viii) electrical equipment which contains any oil or dielectric fluid
containing polychlorinated biphenyls; (ix) pesticides; and (x) any
other chemical, material or substance, exposure to which is prohibited, limited
or regulated by any Government Authority or which may or could pose a hazard to
the health and safety of the owners, occupants or any Persons in the vicinity of
any Facility or to the indoor or outdoor environment.

         

        “Hazardous Materials Activity”
means any past, current, proposed or threatened activity, event or occurrence
involving any Hazardous Materials, including the use, manufacture, possession,
storage, holding, presence, existence, location, Release, threatened Release,
discharge, placement, generation, transportation, processing, construction,
treatment, abatement, removal, remediation, disposal, disposition or handling of
any Hazardous Materials, and any corrective action or response action with
respect to any of the foregoing.

         

        “Hedge Agreement” means an
Interest Rate Agreement or a Currency Agreement designed to hedge against
fluctuations in interest rates or currency values, respectively.

         


        
          
            
            

          

          
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        “Indebtedness”, as applied to
any Person, means (i) all indebtedness for borrowed money, (ii) that
portion of obligations with respect to Capital Leases that is properly
classified as a liability on a balance sheet in conformity with GAAP,
(iii) notes payable and drafts accepted representing extensions of credit
whether or not representing obligations for borrowed money, (iv) any
obligation owed for all or any part of the deferred purchase price of property
or services (excluding any such obligations incurred under ERISA), which
purchase price is (a) due more than six months from the date of incurrence
of the obligation in respect thereof or (b) evidenced by a note or similar
written instrument, excluding, in the case of both clauses (a) and (b), accounts
payable from Company and Subsidiary Guarantors arising in the ordinary course of
business, (v) Attributable Indebtedness, and (vi) all indebtedness of
the type described in clauses (i) through (v) above secured by any Lien on any
property or asset owned or held by that Person regardless of whether the
indebtedness secured thereby shall have been assumed by that Person or is
Non-Recourse Indebtedness of that Person.  Obligations under Interest
Rate Agreements and Currency Agreements constitute (1) in the case of Hedge
Agreements, Contingent Obligations, and (2) in all other cases,
Investments, and in neither case constitute Indebtedness.

         

        “Indemnified Liabilities” has
the meaning assigned to that term in subsection 10.3.

         

        “Indemnified Taxes” means
Taxes other than Excluded Taxes.

         

        “Indemnitee” has the meaning
assigned to that term in subsection 10.3.

         

        “Intellectual Property” means
all patents, trademarks, trade names, copyrights, technology, software, know-how
and processes used in or necessary for the conduct of the business of Company
and its Subsidiaries as currently conducted that are material to the condition
(financial or otherwise), business or operations of Company and its
Subsidiaries, taken as a whole.

         

        “Interest Payment Date” means
(i) with respect to any Base Rate Loan, the last Business Day of each
Fiscal Quarter of each Fiscal Year, commencing on December 28, 2007, and
(ii) with respect to any Eurodollar Rate Loan, the last day of each
Interest Period applicable to such Loan; provided that in the
case of each Interest Period of longer than three months, “Interest Payment
Date” shall also include each date that is three months, or a multiple thereof,
after the commencement of such Interest Period.

         

        “Interest Period” has the
meaning assigned to that term in subsection 2.2B.

         

        “Interest Rate Agreement”
means any interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement or other similar agreement or arrangement to which Company
or any of its Subsidiaries is a party.

         

        “Interest Rate Determination
Date”, with respect to any Interest Period, means the second Business Day
prior to the first day of such Interest Period.

         


        
          
            
            

          

          
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        “Internal Revenue Code” means
the Internal Revenue Code of 1986, as amended to the date hereof and from time
to time hereafter, and any successor statute.

         

        “Investment” means
(i) any direct or indirect purchase or other acquisition by Company or any
of its Subsidiaries of, or of a beneficial interest in, any Securities of any
other Person (including any Subsidiary of Company), (ii) any direct or
indirect redemption, retirement, purchase or other acquisition for value, by any
Subsidiary of Company from any Person other than Company or any of its
Subsidiaries, of any equity Securities of such Subsidiary, (iii) any direct
or indirect loan, advance (other than advances to employees for moving,
entertainment and travel expenses, drawing accounts and similar expenditures in
the ordinary course of business) or capital contribution by Company or any of
its Subsidiaries to any other Person, excluding all indebtedness and accounts
receivable from that other Person that, (a) in the case of accounts receivable
from Persons other than Company and Subsidiary Guarantors, are current assets or
arose from sales to that other Person and, (b) in the case of accounts
receivable from Company and Subsidiary Guarantors, arose in the ordinary course
of business, regardless in the case of subclauses (a) and (b) of how such
accounts receivable may be evidenced from time to time or (iv) Interest
Rate Agreements or Currency Agreements not constituting Hedge
Agreements.  The amount of any Investment shall be the original cost
of such Investment plus the cost of all
additions thereto, without any adjustments for increases or decreases in value,
or write-ups, write-downs or write-offs with respect to such Investment (other
than adjustments for the repayment of, or the refund of capital with respect to
the original principal amount of any such Investment (not to exceed the original
cost of such Investment plus the cost of all
additions thereto)).

         

        “IP Collateral” means,
collectively, the Intellectual Property that constitutes Collateral under the
Security Agreement.

         

        “IP Filing Office” means the
United States Patent and Trademark Office, the United States Copyright Office or
any successor or substitute office in which filings are necessary or, in the
opinion of Administrative Agent, desirable in order to create or perfect Liens
on, or evidence the interest of Administrative Agent and Lenders in, any IP
Collateral.

         

        “IRS” means the Internal
Revenue Service of the United States or any successor thereto.

         

        “Issuing Lender”, with respect
to any Revolving Letter of Credit, means the Revolving Lender that agrees or is
otherwise obligated to issue such Revolving Letter of Credit, determined as
provided in subsection 3.1B(ii).

         

        “Joint Venture” means a joint
venture, partnership or other similar arrangement, whether in corporate,
partnership or other legal form.

         

        “Joint-Lead Arrangers” has the
meaning assigned to that term in the introduction to this
Agreement.

         


        
          
            
            

          

          
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        “Lender” and “Lenders” means (i) the
Persons identified as “Lenders” and listed on the signature pages of this
Agreement and (ii) any Person that becomes a “Tranche C Lender” pursuant to
subsection 2.1A(v), in each case, together with their successors and permitted
assigns pursuant to subsection 10.1, and the term “Lenders” shall include
each Swing Line Lender unless the context otherwise requires; provided that the
term “Lenders”, when used in the context of a particular Commitment, shall mean
Lenders having that Commitment.

         

        “Letter of Credit” or “Letters of Credit” means any
letter of credit or similar instrument issued or to be issued by an Issuing
Lender for the account of Company or any of its Subsidiaries pursuant to this
Agreement for the purpose of supporting (a) Indebtedness of Company or any
of its Subsidiaries in respect of industrial revenue or development bonds or
financings, (b) workers’ compensation liabilities of Company or any of its
Subsidiaries, (c) the obligations of third party insurers of Company or any
of its Subsidiaries arising by virtue of the laws of any jurisdiction requiring
third party insurers, (d) obligations with respect to Capital Leases or
Operating Leases of Company or any of its Subsidiaries, and
(e) documentary, performance, payment, deposit or surety obligations of
Company or any of its Subsidiaries, in any case if required by law or
governmental rule or regulation or in the ordinary course of business; provided that Letters
of Credit may not be issued for the purpose of supporting any Indebtedness
constituting “antecedent debt” (as that term is used in Section 547 of the
Bankruptcy Code).

         

         “Lien” means any lien,
mortgage, pledge, assignment, security interest, charge or encumbrance of any
kind (including any conditional sale or other title retention agreement, any
lease in the nature thereof, and any agreement to give any security interest)
and any option, trust or other preferential arrangement having the practical
effect of any of the foregoing.

         

        “Loan” or “Loans” means one or more of
the Loans made by Lenders to Company pursuant to subsection 2.1A.

         

        “Loan Documents” means this
Agreement, the Notes, the Letters of Credit (and any applications for, or
reimbursement agreements or other documents or certificates executed by Company
in favor of an Issuing Lender relating to, the Letters of Credit), the
Subsidiary Guaranty and the Collateral Documents.

         

        “Loan Party” means each of
Company and any Subsidiary Guarantor (including, as of the Closing Date, WGII
and its Subsidiaries executing the Subsidiary Guaranty), and “Loan Parties” means all such
Persons, collectively.

         

        “Margin Stock” has the meaning
assigned to that term in Regulation U of the Board of Governors of the
Federal Reserve System as in effect from time to time.

         


        
          
            
            

          

          
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        “Material Adverse Effect”
means (i) a material adverse change in the business, assets, condition
(financial or otherwise), operations, liabilities (whether contractual,
environmental or otherwise), properties or prospects of Company and its
Subsidiaries, taken as a whole, or (ii) the material impairment of the
ability of any Loan Party to perform, or of Administrative Agent or Lenders to
enforce, the Obligations or of Administrative Agent or Lenders to realize on the
Collateral.

         

        “Material Domestic Subsidiary”
means, as of any date of determination, each Domestic Subsidiary now existing or
hereafter acquired or formed by Company which, exclusive of the Subsidiaries of
such Domestic Subsidiary, had more than $10,000,000 of revenues for the most
recently ended Fiscal Year; provided, however, that (i) a
Subsidiary of a Domestic Subsidiary that is the direct or indirect parent of a
Material Domestic Subsidiary shall be considered to be a Material Domestic
Subsidiary, and (ii) Excluded Subsidiaries shall not be considered to be
Material Domestic Subsidiaries.

         

        “Material Foreign Subsidiary”
means, as of any date of determination, each Foreign Subsidiary now existing or
hereafter acquired or formed by Company which, exclusive of the Subsidiaries of
such Foreign Subsidiary, had more than $10,000,000 of revenues for the most
recently ended Fiscal Year.

         

        “Material Real Property”
means, as of any date of determination, any fee interest in real property of
Company or any of its Subsidiaries having a fair market value of $10,000,000 or
more.

         

        “Merger” has the meaning
assigned to that term in the recitals to this Agreement.

         

        “Merger Agreement” means that
certain Agreement and Plan of Merger by and among Company, WGII, First Merger
Sub and Second Merger Sub dated as of May 27, 2007 in the form delivered to
Administrative Agent and Lenders on May 27, 2007.

         

        “MIBRAG Joint Ventures” means
each of Mibrag B.V., a company organized and existing under the laws of The
Netherlands, and MitteldeutscheBraunkohlengesellschaft GmbH, a company organized
and existing under the laws of the Federal Republic of Germany.

         

        “Moody’s” means Moody’s
Investors Service, Inc.

         

        “Morgan Stanley” has the
meaning assigned to that term in the introduction to this
Agreement.

         

        “Mortgage” means a security
instrument (whether designated as a deed of trust or a mortgage or by any
similar title) executed and delivered by any Loan Party, in such form as may be
approved by Administrative Agent in its sole discretion.  “Mortgages” means all such instruments
collectively.

         

        “Mortgage Policy” has the
meaning assigned to that term in subsection 6.7D.

         


        
          
            
            

          

          
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        “Mortgaged Property” has the
meaning assigned to that term in subsection 6.7D.

         

        “Multiemployer Plan” means a
multiemployer plan, as defined in Section 4001(a)(3) of ERISA, or to which
Company, any of its Subsidiaries or any ERISA Affiliate has any obligation or
liability, contingent or otherwise.

         

        “Net Asset Sale Proceeds”,
with respect to any Asset Sale, means Cash payments (including any Cash received
by way of deferred payment pursuant to, or by monetization of, a note receivable
or otherwise, but only as and when so received) received from such Asset Sale,
net of any bona fide direct costs incurred in connection with such Asset Sale,
including (i) income taxes reasonably estimated to be actually payable
within two years of the date of such Asset Sale as a result of any gain
recognized in connection with such Asset Sale and (ii) payment of the
outstanding principal amount of, premium or penalty, if any, and interest on any
Indebtedness (other than the Loans) that is (a) secured by a Lien on the
stock or assets in question and that is required to be repaid under the terms
thereof as a result of such Asset Sale and (b) actually paid at the time of
receipt of such cash payment to a Person that is not an Affiliate of any Loan
Party or of any Affiliate of a Loan Party; provided, however, that Net
Asset Sale Proceeds shall not include any Cash payments received from any Asset
Sale by a Foreign Subsidiary unless such proceeds may be repatriated (by reason
of a repayment of an intercompany note or otherwise) to the United States
without (in the reasonable judgment of Company) resulting in a material Tax
liability to Company.

         

        “Net Insurance/Condemnation
Proceeds” means any Cash payments or proceeds received by Company or any
of its Subsidiaries (i) under any business interruption or casualty
insurance policy in respect of a covered loss thereunder or (ii) as a
result of the taking of any assets of Company or any of its Subsidiaries by any
Person pursuant to the power of eminent domain, condemnation or otherwise, or
pursuant to a sale of any such assets to a purchaser with such power under
threat of such a taking, in each case net of any actual and reasonable
documented costs incurred by Company or any of its Subsidiaries in connection
with the adjustment or settlement of any claims of Company or such Subsidiary in
respect thereof; provided, however, that Net
Insurance/Condemnation Proceeds shall not include any Cash payments received
from any loss by a Foreign Subsidiary unless such proceeds may be repatriated
(by reason of a repayment of an intercompany note or otherwise) to the United
States without (in the reasonable judgment of Company) resulting in a material
Tax liability to Company.

         

        “Net Securities Proceeds”
means the cash proceeds (net of underwriting discounts and commissions
and other reasonable costs and expenses associated therewith, including
reasonable legal fees and expenses) from the  issuance of Capital
Stock of or incurrence of Indebtedness by Company or any of its
Subsidiaries.

         

        “Non-Consenting Lender” has
the meaning assigned to that term in subsection 2.9.

         


        
          
            
            

          

          
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        “Non-Material Subsidiary
Guarantor” means any Subsidiary Guarantor which had $10,000,000 or less
of revenues for the Fiscal Year most recently ended prior to the date
hereof.

         

        “Non-Recourse Indebtedness”
means Indebtedness owing to a Person (that is not an Affiliate of
Company)  in respect of which the source of repayment is expressly
limited to the assets of the obligor with respect to such
Indebtedness.

         

        “Notes” means one or more of
the Tranche A Term Notes, Tranche B Term Notes, Tranche C Term Notes, Revolving
Notes or Swing Line Notes or any combination thereof.

         

        “Notice of Borrowing” means a
notice substantially in the form of Exhibit I
annexed hereto.

         

        “Notice of
Conversion/Continuation” means a notice substantially in the form of
Exhibit II
annexed hereto.

         

        “Notice of Prepayment” means a
notice substantially in the form of Exhibit IV
annexed hereto.

         

        “Obligations” means all
obligations of every nature of each Loan Party from time to time owed to
Administrative Agent, Lenders or any of them under the Loan Documents, whether
for principal, interest, reimbursement of amounts drawn under Letters of Credit,
fees, expenses, indemnification or otherwise.

         

        “Officer” means the president,
chief executive officer, an executive vice president, chief financial officer,
chief accounting officer, treasurer, controller, general counsel, general
partner (if an individual), managing member (if an individual) or other
individual appointed by the Governing Body or the Organizational Documents of a
corporation, partnership, trust or limited liability company to serve in a
similar capacity as the foregoing.

         

        “Officer’s Certificate”, as
applied to any Person that is a corporation, partnership, trust or limited
liability company, means a certificate executed on behalf of such Person by one
or more Officers of such Person or one or more Officers of a general partner or
a managing member if such general partner or managing member is a corporation,
partnership, trust or limited liability company.

         

        “Operating Lease”, as applied
to any Person, means any lease (including leases that may be terminated by the
lessee at any time) of any property (whether real, personal or mixed) that is
not a Capital Lease other than any such lease under which that Person is the
lessor.

         

        “Organizational Documents”
means the documents (including Bylaws, if applicable) pursuant to which a Person
that is a corporation, partnership, trust or limited liability company is
organized.

         


        
          
            
            

          

          
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        “Other Taxes” means all
present or future stamp or documentary taxes or any other excise or property
taxes, charges, fees, expenses or similar levies arising from any payment made
hereunder or under any other Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement or any other Loan
Document.

         

        “Participant” means a
purchaser of a participation in the rights and obligations under this Agreement
pursuant to subsection 10.1C.

         

        “Patriot Act” means the
Uniting And Strengthening America By Providing Appropriate Tools Required To
Intercept And Obstruct Terrorism (USA Patriot Act) Act of 2001.

         

        “PBGC” means the Pension
Benefit Guaranty Corporation or any successor thereto.

         

        “Permitted Acquisition” has
the meaning assigned to that term in subsection 7.3(viii).

         

        “Permitted Encumbrances” means
the following types of Liens (excluding any such Lien imposed pursuant to
Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA
and any such Lien relating to or imposed in connection with any Environmental
Claim):

         

        (i)  Liens for
taxes, assessments or governmental charges or claims the payment of which is
not, at the time, required by subsection 6.3;

         

        (ii)  statutory
Liens of landlords, carriers, warehousemen, utilities, mechanics, repairmen,
workmen and materialmen, and other Liens imposed by law, in each case incurred
in the ordinary course of business (a) for amounts not yet overdue or
(b) for amounts that are overdue and that (in the case of any such amounts
overdue for a period in excess of five days) are being contested in good faith
by appropriate proceedings, so long as (1) such reserves or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made for any such contested amounts, and (2) in the case of a Lien with
respect to any portion of the Collateral, such contest proceedings operate to
stay the sale of any portion of the Collateral on account of such
Lien;

         

        (iii)  Liens
arising solely by virtue of any statutory or common law provision relating to
banker’s Liens, rights of set-off or similar rights and remedies as to Deposit
Accounts or other funds maintained with a creditor depository institution; provided that
(a) such Deposit Account is not a dedicated cash collateral account and is
not subject to restriction against access by Company or any of its Subsidiaries
owning the affected Deposit Account and (b) such Deposit Account is not
intended by Company or any of its Subsidiaries to provide collateral to the
depository institution;

         

        (iv)  any
attachment or judgment Lien not constituting an Event of Default under
subsection 8.8;

         


        
          
            
            

          

          
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        (v)  licenses
(with respect to Intellectual Property and other property), leases or subleases
granted to third parties in accordance with any applicable terms of the
Collateral Documents and not interfering in any material respect with the
ordinary conduct of the business of Company or any of its Subsidiaries or
resulting in a material diminution in the value of any Collateral as security
for the Obligations, taken as a whole;

         

        (vi)  easements,
rights-of-way, restrictions, encroachments, and other minor defects or
irregularities in title, in each case which do not and will not interfere in any
material respect with the ordinary conduct of the business of Company or any of
its Subsidiaries or result in a material diminution in the value of any
Collateral as security for the Obligations, taken as a whole;

         

        (vii)  any
(a) interest or title of a lessor or sublessor under any lease not
prohibited by this Agreement, (b) Lien or restriction that the interest or
title of such lessor or sublessor may be subject to, or (c) subordination
of the interest of the lessee or sublessee under such lease to any Lien or
restriction referred to in the preceding clause (b), so long as the holder
of such Lien or restriction agrees to recognize the rights of such lessee or
sublessee under such lease;

         

        (viii)  Liens
arising from filing UCC financing statements relating solely to leases, Capital
Leases and junior Liens permitted pursuant to this Agreement;

         

        (ix)  Liens in
favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of
goods;

         

        (x)  any
zoning or similar law or right reserved to or vested in any Government Authority
to control or regulate the use of any real property;

         

        (xi)  Liens
granted pursuant to the Collateral Documents;

         

        (xii)  Liens
securing obligations (other than obligations representing Indebtedness for
borrowed money) under operating, reciprocal easement or similar agreements
entered into in the ordinary course of business of Company and its Subsidiaries;
and

         

        (xiii)  Liens in
favor of United States Government Authorities on Deposit Accounts in connection
with auctions conducted on behalf of such Government Authorities in the ordinary
course of business; provided that such
Liens apply only to the amounts actually obtained from auctions conducted on
behalf of such Government Authorities.

         


        
          
            
            

          

          
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        “Permitted Senior
Indebtedness” means any Indebtedness of Company or any of its
Subsidiaries incurred from time to time; provided that (i) the
proceeds of such Indebtedness shall be used only for purposes of financing any
Permitted Acquisition, (ii) such Indebtedness shall not provide for any
scheduled or mandatory payments, prepayments, sinking fund or other repurchase
or redemption payments prior to the date which is six months after the later of
the Tranche B Term Loan Maturity Date and the Tranche C Term Loan Maturity Date,
(iii) the other terms thereof shall not be more adverse to the interests of
Lenders than those customarily found in debt of a similar type issued by similar
issuers under Rule 144A of the Securities Act or in a public offering as
reasonably determined by Administrative Agent, and (iv) both before and after
giving effect to the issuance of such Indebtedness, no Event of Default or
Potential Event of Default has occurred and is continuing.

         

        “Permitted Subordinated
Indebtedness” means any Indebtedness of Company or any of its
Subsidiaries incurred from time to time and subordinated in right of payment to
the Obligations: provided that (i) the
proceeds of such Indebtedness shall be used only for purposes of financing any
Permitted Acquisition, (ii) such Indebtedness shall not provide for any
scheduled or mandatory payments, prepayments, sinking fund or other repurchase
or redemption payments prior to the date which is six months after the later of
the Tranche B Term Loan Maturity Date and the Tranche C Term Loan Maturity Date,
(iii) the other terms thereof (including the subordination provisions) shall not
be more adverse to the interests of Lenders than those customarily found in debt
of a similar type issued by similar issuers under Rule 144A of the Securities
Act or in a public offering as reasonably determined by Administrative Agent,
and (iv) both before and after giving effect to the issuance of such
Indebtedness, no Event of Default or Potential Event of Default has occurred and
is continuing.

         

        “Person” means and includes
natural persons, corporations, limited partnerships, general partnerships,
limited liability companies, limited liability partnerships, joint stock
companies, Joint Ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and Government Authorities.

         

        “Platform” means an electronic
delivery system (which may be provided by Administrative Agent, an Affiliate of
Administrative Agent or any Person that is not an Affiliate of Administrative
Agent), such as IntraLinks or a substantially similar electronic
system.

         

        “Pledge Agreement” means the
Pledge Agreement executed and delivered by Company and Subsidiary Guarantors on
the Closing Date, substantially in the form of Exhibit XIII
annexed hereto.

         

        “Pledged Collateral” means,
collectively, all of the Capital Stock and Indebtedness in which Liens are
purported to be granted pursuant to the Collateral Documents as security for the
Obligations.

         

        “Potential Event of Default”
means a condition or event that, after notice or lapse of time or both, would
constitute an Event of Default.

         


        
          
            
            

          

          
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        “Pricing Certificate” means an
Officer’s Certificate of Company certifying the Consolidated Leverage Ratio as
at the last day of any Fiscal Quarter and setting forth the calculation of such
Consolidated Leverage Ratio in reasonable detail.

         

        “Primary Syndication” means
the period from the Closing Date to the date on which Syndication Agent provides
a written notice to Administrative Agent that the primary syndication of the
Commitments and Loans has been completed.

         

        “Prime Rate” means the rate
that Wells Fargo announces from time to time as its prime lending rate, as in
effect from time to time.  The Prime Rate is a reference rate and does
not necessarily represent the lowest or best rate actually charged to any
customer.  Wells Fargo or any other Lender may make commercial loans
or other loans at rates of interest at, above or below the Prime
Rate.

         

        “Proceedings” means any
action, suit, proceeding (whether administrative, judicial or otherwise),
governmental investigation or arbitration.

         

        “Project” means any
construction, engineering, remediation, consulting, demolition, testing, mining,
manufacturing, development, operation, maintenance, flight training or other
project consisting of the consummation of a transaction or transactions
contemplated in a set of Contractual Obligations (including financial documents)
with a Governmental Authority, customer, client, sponsor, developer or other
Person, including Contractual Obligations for the study, development, design,
engineering, construction, equipment procurement, testing, commissioning,
completion, remediation, management, operation, insurance, maintenance and
repair of certain facilities (at a specified location or locations), resource
extraction or performance of certain other works (whether completed or
uncompleted), demolition, or any other services.  

         

        “Project Assets” means with
respect to any bonded Project (i) any assets directly relating to such Project
(whether owned or leased), including Project receivables, (ii) Cash and Cash
Equivalents, and (iii) any other assets of indemnitors for such Project directly
or indirectly relating to bonded Projects and of the type upon which a Lien is
customarily granted to sureties in such circumstances; provided, however, that the
Capital Stock of a Subsidiary shall not be considered a Project
Asset.

         


        
          
            
            

          

          
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        “Pro Rata Share” means
(i) with respect to all payments, computations and other matters relating
to the Tranche A Term Loan Commitment or the Tranche A Term Loan of any Lender,
the percentage obtained by dividing (a) the
Tranche A Term Loan Exposure of that Lender by (b) the
aggregate Tranche A Term Loan Exposure of all Lenders, (ii) with respect to
all payments, computations and other matters relating to the Tranche B Term Loan
Commitment or the Tranche B Term Loan of any Lender, the percentage obtained by
dividing
(a) the Tranche B Term Loan Exposure of that Lender by (b) the
aggregate Tranche B Term Loan Exposure of all Lenders, (iii) with respect
to all payments, computations and other matters relating to the Tranche C Term
Loan Commitment or the Tranche C Term Loan of any Lender, the percentage
obtained by dividing (a) the
Tranche C Term Loan Exposure of that Lender by (b) the
aggregate Tranche C Term Loan Exposure of all Lenders, (iv) with respect to
all payments, computations and other matters relating to the Revolving Loan
Commitment or the Revolving Loans of any Lender or any Revolving Letters of
Credit issued or participations therein deemed purchased by any Lender or any
assignments of any Swing Line Loans deemed purchased by any Lender, the
percentage obtained by dividing (a) the
Revolving Loan Exposure of that Lender by (b) the
aggregate Revolving Loan Exposure of all Lenders, and (v) for all other
purposes with respect to each Lender, the percentage obtained by dividing (a) the
sum of the Tranche A Term Loan Exposure of that Lender plus the Tranche B
Term Loan Exposure of that Lender plus the Tranche C
Term Loan Exposure of that Lender plus the Revolving
Loan Exposure of that Lender by (b) the sum
of the aggregate Tranche A Term Loan Exposure of all Lenders plus the aggregate
Tranche B Term Loan Exposure of all Lenders plus the aggregate
Tranche C Term Loan Exposure of all Lenders plus the aggregate
Revolving Loan Exposure of all Lenders, in any such case as the applicable
percentage may be adjusted by assignments permitted pursuant to
subsection 10.1.  The initial Pro Rata Share of each Lender for
purposes of each of clauses (i), (ii), (iii) and (v) of the preceding sentence
will be set forth in an allocation letter delivered to such Lender.

         

        “PTO” means the United States
Patent and Trademark Office or any successor or substitute office.

         

        “Real Property Asset” means,
as of any date of determination, any interest then owned by any Loan Party in
any real property.

         

        “Refunded Swing Line Loans”
has the meaning assigned to that term in subsection
2.1A(iv).

         

        “Register” has the meaning
assigned to that term in subsection 2.1D.

         

        “Regulation D” means
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

         

        “Related Agreements” means,
collectively, the Merger Agreement and the Certificate of Merger.

         

        “Related Parties” has the
meaning assigned to that term in subsection 9.1A.

         


        
          
            
            

          

          
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        “Release” means any release,
spill, emission, leaking, pumping, pouring, injection, escaping, deposit,
disposal, discharge, dispersal, dumping, leaching or migration of Hazardous
Materials into the indoor or outdoor environment (including the abandonment or
disposal of any barrels, containers or other closed receptacles containing any
Hazardous Materials), including the movement of any Hazardous Materials through
the air, soil, surface water or groundwater.

         

        “Request for Revolving Letter of
Credit Issuance” means a request substantially in the form of Exhibit III
annexed hereto.

         

        “Requirement of Law” means,
with respect to any Person, the common law and all federal, state, local and
foreign laws, rules and regulations, orders, judgments, decrees and other
determinations of any Government Authority or arbitrator, applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject.

         

        “Requisite Class Lenders”
means, as of any date of determination, (i) for the Class of Lenders having
Revolving Loan Exposure, Lenders having or holding more than 50% of the
aggregate Revolving Loan Exposure of all Lenders, (ii) for the Class of
Lenders having Tranche A Term Loan Exposure, Lenders having or holding more than
50% of the aggregate Tranche A Term Loan Exposure of all Lenders, (iii) for
the Class of Lenders having Tranche B Term Loan Exposure, Lenders having or
holding more than 50% of the aggregate Tranche B Term Loan Exposure of all
Lenders, and (iv) for the Class of Lenders having Tranche C Term Loan Exposure,
Lenders having or holding more than 50% of the aggregate Tranche C Term Loan
Exposure of all Lenders.

         

        “Requisite Lenders” means
Lenders having or holding more than 50% of the sum of the aggregate Tranche A
Term Loan Exposure of all Lenders plus the aggregate
Tranche B Term Loan Exposure of all Lenders plus the aggregate
Tranche C Term Loan Exposure of all Lenders plus the aggregate
Revolving Loan Exposure of all Lenders.

         

        “Responsible Officer” means,
with respect to any Person, the chief executive officer, the president, the
chief financial officer, the chief accounting officer, the treasurer, the
controller, the general counsel, any other employee who is a member of the
Governing Body of such Person.

         


        
          
            
            

          

          
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        “Restricted Junior Payment”
means (i) any dividend or other distribution, direct or indirect, on
account of any shares of any class of stock of Company or any of its
Subsidiaries now or hereafter outstanding, except a dividend payable solely in
shares of that class of stock to the holders of that class, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of stock
of Company or any of its Subsidiaries now or hereafter outstanding,
(iii) any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire shares of any class of
stock of Company or any of its Subsidiaries now or hereafter outstanding, and
(iv) any payment or prepayment of principal of, premium, if any, interest
on, or fees with respect to, or redemption, purchase, retirement, defeasance
(including in-substance or legal defeasance), sinking fund or similar payment
with respect to, any Subordinated Indebtedness.  For the avoidance of
doubt, no payment with respect to Permitted Senior Indebtedness shall constitute
a Restricted Junior Payment.

         

        “Revolving Lender” means a
Lender that has a Revolving Loan Commitment and/or that has an outstanding
Revolving Loan.

         

        “Revolving Letter of Credit”
means (i) a Letter of Credit issued pursuant to subsection 3.1 and (ii) the
Existing Letters of Credit.

         

        “Revolving Letter of Credit
Reimbursement Date” has the meaning assigned to that term in
subsection 3.3B.

         

        “Revolving Letter of Credit
Usage” means, as of any date of determination, the sum of (i) the
maximum aggregate amount which is or at any time thereafter may become available
for drawing under all Revolving Letters of Credit then outstanding plus (ii) the
aggregate amount of all drawings under Revolving Letters of Credit honored by
Issuing Lenders and not theretofore reimbursed out of the proceeds of Revolving
Loans pursuant to subsection 3.3B or otherwise reimbursed by
Company.  For purposes of this definition, any amount described in
clause (i) or (ii) of the preceding sentence which is denominated in a
currency other than Dollars shall be valued based on the applicable Exchange
Rate for such currency as of the applicable date of determination.

         

        “Revolving Loan Commitment”
means the commitment of a Revolving Lender to make Revolving Loans to Company
pursuant to subsection 2.1A(iii), and “Revolving Loan Commitments”
means such commitments of all Revolving Lenders in the aggregate.

         

        “Revolving Loan Commitment
Amount” means, as of any date of determination, the aggregate amount of
the Revolving Loan Commitments of all Revolving Lenders.

         

        “Revolving Loan Commitment
Termination Date” means November 15, 2012.

         


        
          
            
            

          

          
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        “Revolving Loan Exposure”,
with respect to any Revolving Lender, means, as of any date of determination,
(i) prior to the termination of the Revolving Loan Commitments, the amount
of that Revolving Lender’s Revolving Loan Commitment, and (ii) after the
termination of the Revolving Loan Commitments, the sum of (a) the aggregate
outstanding principal amount of the Revolving Loans of that Revolving Lender
plus
(b) in the event that Revolving Lender is an Issuing Lender, the aggregate
Revolving Letter of Credit Usage in respect of all Revolving Letters of Credit
issued by that Revolving Lender (in each case net of any participations
purchased by other Revolving Lenders in such Revolving Letters of Credit or in
any unreimbursed drawings thereunder) plus (c) the
aggregate amount of all participations purchased by that Revolving Lender in any
outstanding Revolving Letters of Credit or any unreimbursed drawings under any
Revolving Letters of Credit plus (d) in the event
that Revolving Lender is a Swing Line Lender, the aggregate outstanding
principal amount of all Swing Line Loans of that Revolving Lender (net of any
assignments thereof deemed purchased by other Revolving Lenders) plus (e) the
aggregate amount of all assignments deemed purchased by that Revolving Lender in
any outstanding Swing Line Loans.

         

        “Revolving Loans” means the
Loans made by Revolving Lenders to Company pursuant to subsection
2.1A(iii).

         

        “Revolving Notes” means any
promissory notes of Company issued pursuant to subsection 2.1E to evidence
Revolving Loans of any Revolving Lenders, substantially in the form of Exhibit V
annexed hereto.

         

        “S&P” means Standard &
Poor’s, a Division of The McGraw-Hill Companies.

         

        “Second Merger Sub” has the
meaning assigned to that term in the recitals to this Agreement.

         

        “Securities” means any stock,
shares, partnership interests, voting trust certificates, certificates of
interest or participation in any profit-sharing agreement or arrangement,
options, warrants, bonds, debentures, notes, or other evidences of indebtedness,
secured or unsecured, convertible, subordinated, certificated or uncertificated,
or otherwise, or in general any instruments commonly known as “securities” or
any certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing.

         

        “Securities Act” means the
Securities Act of 1933, as amended from time to time, and any successor
statute.

         

        “Security Agreement” means the
Security Agreement executed and delivered by Company and Subsidiary Guarantors
on the Closing Date or from time to time thereafter, substantially in the form
of Exhibit XV
annexed hereto.

         


        
          
            
            

          

          
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        “Solvent”, with respect to any
Person, means that as of the date of determination both (i)(a) the then
fair saleable value of the property of such Person is (1) greater than the
total amount of liabilities (including contingent liabilities) of such Person
and (2) not less than the amount that will be required to pay the probable
liabilities on such Person’s then existing debts as they become absolute and due
considering all financing alternatives and potential asset sales reasonably
available to such Person; (b) such Person’s capital is not unreasonably
small in relation to its business or any contemplated or undertaken transaction;
and (c) such Person does not intend to incur, or believe (nor should it
reasonably believe) that it will incur, debts beyond its ability to pay such
debts as they become due; and (ii) such Person is “solvent” within the
meaning given that term and similar terms under applicable laws relating to
fraudulent transfers and conveyances.  For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

         

        “SPC” has the meaning assigned
to that term in subsection 10.1B(iv).

         

        “Stock Pledge Period” means any
period during which the Company Debt Rating is higher than Ba2 from Moody’s and
higher than BB from S&P.

         

        “Subject Lender” has the
meaning assigned to that term in subsection 2.9.

         

        “Subordinated Indebtedness”
means (i) any Indebtedness of Company or any of its Subsidiaries incurred from
time to time and subordinated in right of payment to the Obligations and (ii)
any Permitted Subordinated Indebtedness.

         

        “Subsidiary”, with respect to
any Person, means any corporation, partnership, trust, limited liability
company, association, or other business entity of which more than 50% of the
total voting power of shares of stock or other ownership interests entitled
(without regard to the occurrence of any contingency) to vote in the election of
the members of the Governing Body is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof; provided that in no
event shall any Joint Venture be considered to be a Subsidiary of any
Person.

         

        “Subsidiary Guarantor” means
any Material Domestic Subsidiary and any other Domestic Subsidiary that executes
and delivers a counterpart of the Subsidiary Guaranty on the Closing Date or
from time to time thereafter pursuant to subsection 6.7.

         

        “Subsidiary Guaranty” means
the Subsidiary Guaranty executed and delivered by certain existing Subsidiaries
of Company on the Closing Date and to be executed and delivered by additional
Subsidiaries of Company from time to time thereafter in accordance with
subsection 6.7 substantially in the form of Exhibit XIV
annexed hereto.

         

        “Supplemental Collateral
Agent” has the meaning assigned to that term in
subsection 9.1B.

         


        
          
            
            

          

          
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        “Surety Acknowledgment” means,
collectively, (i) that certain letter of understanding dated as of the date
hereof by and between Federal Insurance Company and Administrative Agent, and
(ii) that certain letter of understanding dated as of the date hereof by and
between American International Companies and Administrative Agent, in each case
substantially in the form of Exhibit XVI
annexed hereto.

         

        “Swap Counterparty” means any
Person that was a Lender or an Affiliate of a Lender at the time it entered into
a Hedge Agreement with Company or one of its Subsidiaries, the obligations under
which are secured pursuant to the Collateral Documents and guarantied pursuant
to the Subsidiary Guaranty.

         

        “Sweep Agreements” means that
certain Acceptance of Services or similar agreement, pursuant to which Company
agreed to utilize certain cash management accounts and services provided by
Wells Fargo or any other Swing Line Lender together with all other agreements
and documents referred to therein or otherwise related thereto.

         

        “Swing Line Funding and Payment
Office” means (i) in the case of Wells Fargo, the office of Wells Fargo
located at 201 Third Street, 8th Floor,
San Francisco, California  94103, (ii) in the case of LaSalle Bank
National Association, the office of LaSalle Bank National Association located at
135 South LaSalle Street, Chicago, Illinois 60603, and (iii) in any case, such
other offices of any Swing Line Lender as may from time to time be hereafter
designated as such in a written notice delivered by such Swing Line Lender to
Company and each other Lender.

         

        “Swing Line Lenders” means (i)
Wells Fargo, (ii) LaSalle Bank National Association or its successor, Bank of
America, N.A., and (iii) any Person serving as a successor Administrative Agent
hereunder, in its capacity as Swing Line Lender hereunder; provided that there
shall be no more than two Swing Line Lenders at any time.

         

        “Swing Line Loan Commitment”
means the commitment of a Swing Line Lender to make Swing Line Loans to Company
pursuant to subsection 2.1A(iv), and “Swing Line Loan Commitments”
means such commitments of all Swing Line Lenders in the aggregate.

         

        “Swing Line Loans” means the
Loans made by Swing Line Lenders to Company pursuant to subsection
2.1A(iv).

         

        “Swing Line Notes” means any
promissory note of Company issued pursuant to subsection 2.1E to evidence
the Swing Line Loans of any Swing Line Lender, substantially in the form of
Exhibit IX
annexed hereto.

         

        “Syndication Agent” has the
meaning assigned to that term in the introduction to this
Agreement.

         


        
          
            
            

          

          
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        “Synthetic Lease Obligation”
means any synthetic lease, off-balance sheet loan or tax retention lease that
does not appear on the balance sheet of such Person but which, upon the
insolvency or bankruptcy of such Person, would be characterized as the borrowed
money indebtedness of such Person (without regard to accounting
treatment).

         

        “Tax” or “Taxes” means any present or
future tax, levy, impost, duty, fee, assessment, deduction, withholding or other
charge of any nature and whatever called, by whomsoever, on whomsoever and
wherever imposed, levied, collected, withheld or assessed, including interest,
penalties, additions to tax and any similar liabilities with respect
thereto.

         

        “Term Loans” means,
collectively, the Tranche A Term Loans, the Tranche B Term Loans and the Tranche
C Term Loans.

         

        “Term Loan Commitments” means, collectively, the
Tranche A Term Loan Commitments, the Tranche B Term Loan Commitments and the
Tranche C Term Loan Commitments.

         

        “Title Company” means one or
more title insurance companies reasonably satisfactory to Administrative
Agent.

         

        “Title IV Plan” means a
pension plan, other than a Multiemployer Plan, covered by Title IV of ERISA, and
to which Company, any of its Subsidiaries or any ERISA Affiliate has any
obligation or liability (contingent or otherwise).

         

        “Total Utilization of Revolving Loan
Commitments” means, as of any date of determination, the sum of
(i) the aggregate principal amount of all outstanding Revolving Loans plus (ii) the
aggregate principal amount of all outstanding Swing Line Loans plus (iii) the
Revolving Letter of Credit Usage.

         

        “Tranche A Term Loan
Commitment” means the commitment of a Lender to make a Tranche A Term
Loan to Company pursuant to subsection 2.1A(i), and “Tranche A Term Loan
Commitments” means such commitments of all Lenders in the
aggregate.

         

        “Tranche A Term Loan Exposure”,
with respect to any Lender, means, as of any date of determination,
(i) prior to the funding of the Tranche A Term Loans, the amount of that
Lender’s Tranche A Term Loan Commitment, and (ii), after the funding of the
Tranche A Term Loans, the outstanding principal amount of the Tranche A Term
Loan of that Lender.

         

        “Tranche A Term Loan Maturity
Date” means November 15, 2012.

         

        “Tranche A Term Loans” means the Loans made
by Lenders to Company pursuant to subsection 2.1A(i).

         

        “Tranche A Term Notes” means
any promissory notes of Company issued pursuant to subsection 2.1E to
evidence the Tranche A Term Loans of any Lenders, substantially in the form of
Exhibit VI
annexed hereto.

         


        
          
            
            

          

          
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        “Tranche B Term Loan
Commitment” means the commitment of a Lender to make a Tranche B Term
Loan to Company pursuant to subsection 2.1A(ii), and “Tranche B Term Loan
Commitments” means such commitments of all Lenders in the
aggregate.

         

        “Tranche B Term Loan Exposure”,
with respect to any Lender, means, as of any date of determination,
(i) prior to the funding of the Tranche B Term Loans, the amount of that
Lender’s Tranche B Term Loan Commitment and (ii) after the funding of the
Tranche B Term Loans, the outstanding principal amount of the Tranche B Term
Loan of that Lender.

         

        “Tranche B Term Loan Maturity
Date” means May
15, 2013.

         

        “Tranche B Term Loans” means
the Loans made by Lenders to Company pursuant to
subsection 2.1A(ii).

         

        “Tranche B Term Notes” means
any promissory notes of Company issued pursuant to subsection 2.1E to
evidence the Tranche B Term Loans of any Lenders, substantially in the form of
Exhibit VII
annexed hereto.

         

        “Tranche C Lender” has the
meaning assigned to that term in subsection 2.1A(v).

         

        “Tranche C Term Loan
Commitment” means, from and after the Tranche C Term Loan Commitment
Effective Date, the commitment of a Lender to make a Tranche C Term Loan to
Company pursuant to subsection 2.1A(v), and “Tranche C Term Loan
Commitments” means such commitments of all Lenders in the aggregate; provided that the
amount of the Tranche C Term Loan Commitment of each Tranche C Lender shall be
adjusted to give effect to any assignment of such Tranche C Term Loan Commitment
pursuant to subsection 10.1B.

         

        “Tranche C Term Loan Commitment Effective Date” has the meaning assigned to
that term in subsection 2.1A(v).

         

        “Tranche C Term Loan Exposure”,
with respect to any Lender, means, as of any date of determination,
(i) prior to the funding of the Tranche C Term Loans, the amount of that
Lender’s Tranche C Term Loan Commitment and (ii) after the funding of the
Tranche C Term Loans, the outstanding principal amount of the Tranche C Term
Loan of that Lender.

         

        “Tranche C Term Loan Maturity
Date” means the
maturity date of Tranche C Term Loans determined on the Tranche C Term Loan
Commitment Effective Date.

         

        “Tranche C Term Loans” means
the Loans made by Lenders to Company pursuant to
subsection 2.1A(v).

         

        “Tranche C Term Notes” means
any promissory notes of Company issued pursuant to subsection 2.1E to
evidence the Tranche C Term Loans of any Lenders, substantially in the form of
Exhibit VIII
annexed hereto.

         


        
          
            
            

          

          
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        “Transaction” means the
Acquisition, Merger, refinancing of all Indebtedness outstanding under the
Existing Credit Agreements and other related transactions.

         

        “Transaction Costs” means the
fees, costs and expenses incurred by Company on or before the Closing Date in
connection with the transactions contemplated by the Loan Documents and the
Related Agreements.

         

        “UCC” means the Uniform
Commercial Code (or any similar or equivalent legislation) as in effect in any
applicable jurisdiction.

         

        “Unasserted Obligations”
means, as of any date of determination, Obligations for taxes, costs,
indemnifications, reimbursements, damages and other liabilities (except for (i)
the principal of and interest on, and fees relating to, any Indebtedness and
(ii) contingent reimbursement obligations in respect of amounts that may be
drawn under Letters of Credit) in respect of which no claim or demand for
payment has been made (or, in the case of Obligations for indemnification, no
notice for indemnification has been issued by the Indemnitee) at such
time.

         

        “Wells Fargo” has the meaning
assigned to that term in the introduction to this Agreement.

         

        “WGII” has the meaning
assigned to that term in the recitals to this Agreement.

         

        “Withdrawal Liability” means,
with respect to Company or any of its Subsidiaries, as of any date of
determination, the aggregate liability incurred (whether or not assessed) with
respect to all Multiemployer Plans pursuant to Section 4201 of
ERISA.

         

        
          	
                  1.2  

                	
                  Accounting Terms;
      Utilization of GAAP for Purposes of Calculations Under
      Agreement.

                


        

         

        Except as
otherwise expressly provided in this Agreement, all accounting terms not
otherwise defined herein shall have the meanings assigned to them in conformity
with GAAP.  Consolidated financial statements and other information
required to be delivered by Company to Lenders pursuant to and in accordance
with clauses (ii), (iii) and (ix) of subsection 6.1 shall be prepared
in accordance with GAAP as in effect at the time of such
preparation).  Calculations in connection with the definitions,
covenants and other provisions of this Agreement shall utilize GAAP as in effect
on the date of determination, applied in a manner consistent with that used in
preparing the financial statements referred to in
subsection 5.3.  If at any time any change in GAAP would affect
the computation of any financial ratio or covenant set forth in Section 7, and
Company, Administrative Agent or Requisite Lenders shall so request,
Administrative Agent, Lenders and Company shall negotiate in good faith to amend
such ratio or requirement to preserve the original intent thereof in light of
such change in GAAP (subject to the approval of Requisite Lenders), provided that, until
so amended, such ratio or covenant shall continue to be computed in accordance
with GAAP prior to such change therein and Company shall provide to
Administrative Agent and Lenders reconciliation statements as shall be
reasonably necessary to determine compliance with such ratio or
covenant.

         


        
          
            
            

          

          
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                  1.3  

                	
                  Other Definitional
      Provisions and Rules of
  Construction.

                


        

         

        A.  Any of
the terms defined herein may, unless the context otherwise requires, be used in
the singular or the plural, depending on the reference.

         

        B.  References
to “Sections” and “subsections” shall be to Sections and subsections,
respectively, of this Agreement unless otherwise specifically
provided.  Section and subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive
effect.

         

        C.  The use
in any of the Loan Documents of the word “include” or “including”, when
following any general statement, term or matter, shall not be construed to limit
such statement, term or matter to the specific items or matters set forth
immediately following such word or to similar items or matters, whether or not
nonlimiting language (such as “without limitation” or “but not limited to” or
words of similar import) is used with reference thereto, but rather shall be
deemed to refer to all other items or matters that fall within the broadest
possible scope of such general statement, term or matter.

         

        D.  Unless
otherwise expressly provided herein, references to Organizational Documents,
agreements (including the Loan Documents) and other contractual instruments
shall be deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto.

         

        
Section 2.  AMOUNTS AND TERMS OF COMMITMENTS AND
LOANS

         

        
          	
                  2.1  

                	
                  Commitments; Making of
      Loans; the Register; Optional
  Notes.

                


        

         

        A.  Commitments.  Subject
to the terms and conditions of this Agreement and in reliance upon the
representations and warranties of Company herein set forth, each Lender hereby
severally agrees to make the Loans described in subsections 2.1A(i),
2.1A(ii) and 2.1A(iii) and each Swing Line Lender hereby severally agrees to
make the Swing Line Loans as described in subsection 2.1A(iv).

         

        (i)  Tranche A Term
Loans.  Each Lender that has a Tranche A Term Loan Commitment
severally agrees to lend to Company on the Closing Date an amount in Dollars not
exceeding its Pro Rata Share of the aggregate amount of the Tranche A Term Loan
Commitments to be used for the purposes identified in
subsection 2.5A.  The amount of each Lender’s Tranche A Term Loan
Commitment will be set forth in an allocation letter delivered to such Lender
and the aggregate amount of the Tranche A Term Loan Commitments is
$1,100,000,000; provided that the
amount of the Tranche A Term Loan Commitment of each Lender shall be adjusted to
give effect to any assignment of such Tranche A Term Loan Commitment pursuant to
subsection 10.1B.  Company may make only one borrowing under the
Tranche A Term Loan Commitments.  Amounts borrowed under this
subsection 2.1A(i) and subsequently repaid or prepaid may not be
reborrowed.

         


        
          
            
            

          

          
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        (ii)  Tranche B Term
Loans.  Each Lender that has a Tranche B Term Loan Commitment
severally agrees to lend to Company on the Closing Date an amount in Dollars not
exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan
Commitments to be used for the purposes identified in
subsection 2.5A.  The amount of each Lender’s Tranche B Term Loan
Commitment will be set forth in an allocation letter delivered to such Lender
and the aggregate amount of the Tranche B Term Loan Commitments is $300,000,000;
provided that
the amount of the Tranche B Term Loan Commitment of each Lender shall be
adjusted to give effect to any assignment of such Tranche B Term Loan Commitment
pursuant to subsection 10.1B.  Company may make only one
borrowing under the Tranche B Term Loan Commitments.  Amounts borrowed
under this subsection 2.1A(ii) and subsequently repaid or prepaid may not
be reborrowed.

         

        (iii)  Revolving
Loans.  Each Revolving Lender severally agrees, subject to the
limitations set forth below with respect to the maximum amount of Revolving
Loans permitted to be outstanding from time to time, to lend to Company from
time to time during the period from the Closing Date to but excluding the
Revolving Loan Commitment Termination Date an aggregate amount in Dollars not
exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan
Commitments to be used for the purposes identified in
subsection 2.5B.  The original amount of each Revolving Lender’s
Revolving Loan Commitment will be set forth in an allocation letter delivered to
such Lender and the original Revolving Loan Commitment Amount is $700,000,000;
provided that
the amount of the Revolving Loan Commitment of each Revolving Lender shall be
adjusted to give effect to any assignment of such Revolving Loan Commitment
pursuant to subsection 10.1B and shall be reduced from time to time by the
amount of any reductions thereto made pursuant to
subsection 2.4.  Each Revolving Lender’s Revolving Loan
Commitment shall expire on the Revolving Loan Commitment Termination Date and
all Revolving Loans and all other amounts owed hereunder with respect to the
Revolving Loans and the Revolving Loan Commitments shall be paid in full no
later than that date.  Amounts borrowed under this subsection
2.1A(iii) may be repaid and reborrowed to but excluding the Revolving Loan
Commitment Termination Date.  Anything contained in this Agreement to
the contrary notwithstanding, the Revolving Loans and the Revolving Loan
Commitments shall be subject to the limitation that in no event shall the Total
Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan
Commitments then in effect.  In addition, for purposes
of  determining the amount available under the Revolving Loan
Commitments, Administrative Agent shall assume that the aggregate outstanding
principal amount of Swing Line Loans of any Swing Line Lender other than Wells
Fargo is equal to the aggregate amount of the Swing Line Loan Commitment of such
other Swing Line Lender.

         


        
          
            
            

          

          
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        (iv)  Swing Line
Loans.

         

        (a)  General
Provisions.  Each Swing Line Lender hereby severally agrees,
subject to the limitations set forth in the last sentence of subsection
2.1A(iii) and set forth below with respect to the maximum amount of Swing Line
Loans permitted to be outstanding from time to time, to make a portion of the
Revolving Loan Commitments available to Company from time to time during the
period from the Closing Date to but excluding the Revolving Loan Commitment
Termination Date by making Swing Line Loans to Company in an aggregate amount
not exceeding the amount of the Swing Line Loan Commitment to be used for the
purposes identified in subsection 2.5B, notwithstanding the fact that such
Swing Line Loans, when aggregated with each Swing Line Lender’s outstanding
Revolving Loans and each Swing Line Lender’s Pro Rata Share of the Revolving
Letter of Credit Usage then in effect, may exceed such Swing Line Lender’s
Revolving Loan Commitment.  The original amount of each Swing Line
Lender’s Swing Line Loan Commitment is $25,000,000 and the original amount of
the Swing Line Loan Commitments is $50,000,000; provided that should
a Swing Line Lender (other than Wells Fargo) be terminated, Wells Fargo’s Swing
Line Loan Commitment shall be increased to $50,000,000; provided further, that any
reduction of the Revolving Loan Commitment Amount made pursuant to
subsection 2.4 that reduces the Revolving Loan Commitment Amount to an
amount less than the then current amount of the Swing Line Loan Commitment shall
result in an automatic corresponding reduction of the amount of the Swing Line
Loan Commitment to the amount of the Revolving Loan Commitment Amount, as so
reduced, without any further action on the part of Company, Administrative Agent
or any Swing Line Lender.  In the event that there are two Swing Line
Lenders at the time of such reduction, the Swing Line Loan Commitments of such
Swing Line Lenders shall be reduced on a pro rata
basis.  The Swing Line Loan Commitment shall expire on the Revolving
Loan Commitment Termination Date and all Swing Line Loans and all other amounts
owed hereunder with respect to the Swing Line Loans shall be paid in full no
later than that date.  Amounts borrowed under this subsection 2.1A(iv)
may be repaid and reborrowed to but excluding the Revolving Loan Commitment
Termination Date.

         


        
          
            
            

          

          
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        (b)  Swing Line Loan Prepayment
with Proceeds of Revolving Loans.  With respect to any Swing
Line Loans that have not been voluntarily prepaid by Company pursuant to
subsection 2.4B(i), any Swing Line Lender may, at any time in its sole and
absolute discretion, deliver to Administrative Agent (with a copy to Company),
no later than 10:00 A.M. (New York City time) on the first Business Day in
advance of the proposed Funding Date, a notice (which shall be deemed to be a
Notice of Borrowing given by Company) requesting Revolving Lenders to make
Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal
to the amount of such Swing Line Loans of such Swing Line Lender (the “Refunded Swing Line Loans”)
outstanding on the date such notice is given.  Company hereby
authorizes the giving of any such notice and the making of any such Revolving
Loans.  Anything contained in this Agreement to the contrary
notwithstanding, (1) the proceeds of such Revolving Loans made by Revolving
Lenders other than such Swing Line Lender shall be immediately delivered by
Administrative Agent to such Swing Line Lender (and not to Company) and applied
to repay a corresponding portion of the Refunded Swing Line Loans and
(2) on the day such Revolving Loans are made, such Swing Line Lender’s Pro
Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the
proceeds of a Revolving Loan made by such Swing Line Lender, and such portion of
the Swing Line Loans deemed to be so paid shall no longer be outstanding as
Swing Line Loans and shall no longer be due under the Swing Line Note, if any,
of such Swing Line Lender but shall instead constitute part of such Swing Line
Lender’s outstanding Revolving Loans and shall be due under the Revolving Note,
if any, of such Swing Line Lender.  If any portion of any such amount
paid (or deemed to be paid) to such Swing Line Lender should be recovered by or
on behalf of Company from such Swing Line Lender in any bankruptcy proceeding,
in any assignment for the benefit of creditors or otherwise, the loss of the
amount so recovered shall be ratably shared among all Lenders in the manner
contemplated by subsection 10.5.

         


        
          
            
            

          

          
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        (c)  Swing Line Loan
Assignments.  On the Funding Date of each Swing Line Loan, each
Revolving Lender shall be deemed to, and hereby agrees to, purchase an
assignment of such Swing Line Loan in an amount equal to its Pro Rata
Share.  If for any reason (1) Revolving Loans are not made upon
the request of any Swing Line Lender through Administrative Agent as provided in
the immediately preceding paragraph in an amount sufficient to repay any amounts
owed to such Swing Line Lender in respect of such Swing Line Loan or
(2) the Revolving Loan Commitments are terminated at a time when such Swing
Line Loan is outstanding, upon notice from such Swing Line Lender through
Administrative Agent as provided below, each Revolving Lender shall fund the
purchase of such assignment in an amount equal to its Pro Rata Share
(calculated, in the case of the foregoing clause (2) immediately prior to
such termination of the Revolving Loan Commitments) of the unpaid amount of such
Swing Line Loan together with accrued interest thereon.  Upon one
Business Day’s notice from such Swing Line Lender to Administrative Agent which
shall be immediately delivered by Administrative Agent to each Revolving Lender,
each Revolving Lender shall deliver to such Swing Line Lender such amount in
same day funds at the Funding and Payment Office.  In order to further
evidence such assignment (and without prejudice to the effectiveness of the
assignment provisions set forth above), each Revolving Lender agrees to enter
into an Assignment Agreement at the request of such Swing Line Lender in form
and substance reasonably satisfactory to such Swing Line Lender.  In
the event any Revolving Lender fails to make available to any Swing Line Lender
any amount as provided in this paragraph, such Swing Line Lender shall be
entitled to recover such amount on demand from such Revolving Lender together
with interest thereon at the rate customarily used by such Swing Line Lender for
the correction of errors among banks for three Business Days and thereafter at
the Base Rate.  In the event any Swing Line Lender receives a payment
of any amount with respect to which other Revolving Lenders have funded the
purchase of assignments as provided in this paragraph, such Swing Line Lender
shall promptly distribute to each such other Revolving Lender its Pro Rata Share
of such payment.

         


        
          
            
            

          

          
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        (d)  Revolving Lenders’
Obligations.  Anything contained herein to the contrary
notwithstanding, each Revolving Lender’s obligation to make Revolving Loans for
the purpose of repaying any Refunded Swing Line Loans pursuant to subsection
2.1A(iv)(b) and each Revolving Lender’s obligation to purchase an assignment of
any unpaid Swing Line Loans pursuant to the immediately preceding paragraph
shall be absolute and unconditional and shall not be affected by any
circumstance, including (1) any set-off, counterclaim, recoupment, defense
or other right which such Revolving Lender may have against any Swing Line
Lender, Company or any other Person for any reason whatsoever; (2) the
occurrence or continuation of an Event of Default or a Potential Event of
Default; (3) the occurrence of any Material Adverse Effect; (4) any
breach of this Agreement or any other Loan Document by any party thereto; or
(5) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing; provided that such
obligations of each Revolving Lender are subject to the condition that
(y) such Swing Line Lender believed in good faith that all conditions under
Section 4 to the making of the applicable Refunded Swing Line Loans or
other unpaid Swing Line Loans, as the case may be, were satisfied at the time
such Refunded Swing Line Loans or unpaid Swing Line Loans were made or
(z) the satisfaction of any such condition not satisfied had been waived in
accordance with subsection 10.6 prior to or at the time such Refunded Swing
Line Loans or other unpaid Swing Line Loans were made.

         

        (e)  Accounts Maintained with
Swing Line Lenders.

         

        (1)  So long
as any Sweep Agreement between Company and a Swing Line Lender is in full force
and effect, Company and such Swing Line Lender may utilize procedures agreed to
and set forth in the Sweep Agreement by which Company may request and such Swing
Line Lender may disburse Swing Line Loans, including crediting one or more of
Company’s deposit accounts with the proceeds of Swing Line Loans and debiting
one or more of Company’s deposit accounts and applying the proceeds of such
debits to repay outstanding Swing Line Loans, all pursuant to the terms and
provisions of the Sweep Agreement.  Administrative Agent and Lenders
hereby acknowledge and agree that such Swing Line Lender may utilize any such
procedures agreed upon by Company and such Swing Line Lender even though such
procedures are different than the procedures set forth in subsection
2.1A(iv)(e)(2) and 2.1B and do not require Company to provide a Notice of
Borrowing.

         


        
          
            
            

          

          
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        (2)  If at any
time the amounts to be drawn on (A) that certain concentration account of
Company maintained with Wells Fargo as a Swing Line Lender (and regardless of
whether Company maintains a Sweep Agreement with Wells Fargo as a Swing Line
Lender) or (B) that certain concentration account of Company maintained with
LaSalle Bank National Association, or its successor, Bank of America, N.A., as a
Swing Line Lender shall exceed the funds deposited in such account,
(1) Company shall be deemed to have delivered a timely executed Notice of
Borrowing to such Swing Line Lender requesting such Swing Line Lender to make a
Swing Line Loan in an amount equal to the amount of such shortfall, and
(2) such Swing Line Lender shall make a Swing Line Loan to Company in the
amount of such shortfall, the proceeds of which shall be deposited into such
account and shall be deemed to have been applied to eliminate such shortfall
prior to such draws being made; provided that so long
as any Swing Line Loans of such Swing Line Lender are outstanding pursuant to
this subsection, all funds on deposit in such account shall be applied on a
daily basis to the prepayment of the then aggregate outstanding principal amount
of such Swing Line Loans until such Swing Line Loans have been prepaid in
full.

         

        (v)  Tranche C Term Loan
Commitments.  Company may, at any time from and after the
Closing Date but prior to the fourth anniversary of the Closing Date, request an
increase in the then effective aggregate principal amount of the Term Loan
Commitments; provided that (a) the
aggregate principal amount of the Tranche C Term Loan Commitments pursuant to
this subsection 2.1A(v) shall not exceed $300,000,000, (b) Company shall execute
and deliver such documents and instruments and take such other actions as may be
reasonably requested by Administrative Agent in connection with such Tranche C
Term Loan Commitments, (c) no Potential Event of Default or Event of Default
shall have occurred and be continuing or would occur after giving effect to such
Tranche C Term Loan Commitments, (d) Company and its Subsidiaries shall be in
compliance, on a pro forma basis, with each of the financial covenants specified
in subsection 7.6 as of the last day of the most recently ended Fiscal Quarter
before and after giving effect to such Tranche C Term Loan Commitments; (e) the
Tranche C Term Loans made under this subsection 2.1A(v) shall have a maturity
date no earlier than the Tranche B Term Loan Maturity Date and shall have a
weighted average life to maturity no earlier than the weighted average life to
maturity applicable to the Tranche B Term Loans made under subsection 2.1A(ii),
and (f) all other terms and conditions with respect to the Tranche C Term Loans
made pursuant to this subsection 2.1A(v) (other than pricing) shall be
reasonably acceptable to Administrative Agent.  The request under this
subsection 2.1A(v) shall be submitted by Company to Administrative Agent (which
shall promptly forward copies to all existing Lenders).

        
          
            
            

          

          
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        At the
time of sending such request, Company (in consultation with Administrative
Agent) shall specify the time period within which each existing Lender is
requested to respond (which in no event shall be more than ten Business Days
from the date of delivery of such request).  Company may also specify
any fees offered to those existing Lenders or new lenders (collectively, the
“Tranche C Lenders”)
which agree to make a Tranche C Term Loan Commitment, which fees may be variable
based upon the amount of any such Tranche C Lender’s Tranche C Term Loan
Commitment.  No existing Lender shall have any obligation, express or
implied, to make any Tranche C Term Loan Commitment.  Only the consent
of each Tranche C Lender shall be required for an increase in the aggregate
principal amount of the Term Loan Commitments pursuant to this subsection
2.1A(v).  No existing Lender which declines to make a Tranche C Term
Loan Commitment may be replaced with respect to its existing Commitment as a
result thereof without such Lender’s consent.

         

        Each
existing Lender that has agreed to make a Tranche C Term Loan Commitment shall
notify Administrative Agent within the time period specified above of the amount
of the proposed Tranche C Term Loan Commitment that it is willing to make and
Company shall accept the offered amount of each such existing Lender up to such
existing Lender’s Pro Rata Share of the aggregate amount of the Tranche C Term
Loan Commitments as in effect prior to giving effect to any Tranche C Term Loan
Commitment.  In the event that the Tranche C Term Loan Commitments of
the existing Lenders accepted by Company are less than the amount of the
requested increase in the Term Loan Commitments, Company may accept some or all
of the offered amounts of each existing Lender in excess of such Lenders’ Pro
Rata Share or designate new lenders that qualify as Eligible Assignees and that
are reasonably acceptable to Administrative Agent as additional Tranche C
Lenders hereunder in accordance with this subsection 2.1A(v).  Subject
to the rights of the existing Lenders set forth above, Company and
Administrative Agent shall have discretion jointly to adjust the allocation of
the aggregate principal amount of the Tranche C Term Loan Commitments among
Tranche C Lenders.

         


        
          
            
            

          

          
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        Subject
to the foregoing, the increase in the Term Loan Commitments requested by Company
shall be effective (the “Tranche C Term Loan Commitment
Effective Date”) upon delivery to Administrative Agent of each of the
following documents:  (i) an originally executed copy of an instrument
of joinder signed by a duly authorized officer of each Tranche C Lender, in form
and substance reasonably acceptable to Administrative Agent, setting forth,
among other things, the interest rate, maturity date and amortization schedule
of Tranche C Term Loans; (ii) a Notice of Borrowing, signed by a duly authorized
officer of Company; (iii) an Officer’s Certificate of Company, in form and
substance reasonably acceptable to Administrative Agent as to the authority of
the officer executing the instrument of joinder on behalf of Company and all
conditions to such increase having been satisfied; (iv) to the extent requested
by any Tranche C Lender, executed Tranche C Term Notes issued by Company in
accordance with subsection 2.1E; and (v) any other certificates or documents
that Administrative Agent shall reasonably request, in form and substance
reasonably satisfactory to Administrative Agent.  The Tranche C Term
Loan Commitments shall be in a principal amount equal to (A) the principal
amount of Tranche C Term Loan Commitments made by existing Lenders and accepted
by Company in accordance with this subsection 2.1A(v) plus (B) the
principal amount of Tranche C Term Loan Commitments made by additional Tranche C
Lenders, in either case as adjusted by Company and Administrative Agent pursuant
to this subsection 2.1A(v).  Upon effectiveness of such increase, the
Commitments and Pro Rata Share of each Lender will be adjusted to give effect to
the Tranche C Term Loan Commitments.  Notwithstanding anything to the
contrary in subsection 10.6, Administrative Agent is expressly permitted to
amend the Loan Documents to the extent necessary to give effect to the Tranche C
Term Loan Commitments pursuant to this subsection 2.1A(v).

         


        
          
            
            

          

          
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        B.  Borrowing
Mechanics.  Loans made as Base Rate Loans on any Funding Date
(other than Swing Line Loans, Revolving Loans made pursuant to a request by any
Swing Line Lender pursuant to subsection 2.1A(iv) or Revolving Loans made
pursuant to subsection 3.3B) shall be in an aggregate minimum amount of
$5,000,000 and multiples of $1,000,000 in excess of that
amount.  Loans made as Eurodollar Rate Loans on any Funding Date with
a particular Interest Period shall be in an aggregate minimum amount equal to or
in excess of $5,000,000.  Swing Line Loans made on any Funding Date
may be in any aggregate amount.  Whenever Company desires that Lenders
make Term Loans or Revolving Loans it shall deliver to Administrative Agent a
duly executed Notice of Borrowing no later than 2:00 P.M. (New York City
time) at least (i) three Business Days in advance of the proposed Funding
Date (in the case of a Eurodollar Rate Loan) or (ii) one Business Day in
advance of the proposed Funding Date (in the case of a Base Rate
Loan).  Whenever Company desires that any Swing Line Lender make a
Swing Line Loan (other than pursuant to subsection 2.1A(iv)(e)), it shall
deliver to such Swing Line Lender at the Swing Line Funding and Payment Office a
duly executed Notice of Borrowing no later than 2:00 P.M. (New York City
time) on the proposed Funding Date.  Term Loans and Revolving Loans
may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans
in the manner provided in subsection 2.2D.  In lieu of delivering
a Notice of Borrowing, Company may give Administrative Agent (or in the case of
Swing Line Loans, such Swing Line Lender) telephonic notice by the required time
of any proposed borrowing under this subsection 2.1B; provided that such
notice shall be promptly confirmed in writing by delivery of a duly executed
Notice of Borrowing to Administrative Agent (and such Swing Line Lender, in the
case of Swing Line Loans) on or before the applicable Funding Date.

         

        Neither
Administrative Agent nor any Lender (including any Swing Line Lender) shall
incur any liability to Company in acting upon any telephonic notice referred to
above that Administrative Agent (or any Swing Line Lender, as applicable)
believes in good faith to have been given by an Officer or other Person
authorized to borrow on behalf of Company or for otherwise acting in good faith
under this subsection 2.1B or under subsection 2.2D, and upon funding
of Loans by Lenders, and upon conversion or continuation of the applicable basis
for determining the interest rate with respect to any Loans pursuant to
subsection 2.2D, in each case in accordance with this Agreement, pursuant
to any such telephonic notice Company shall have effected Loans or a conversion
or continuation, as the case may be, hereunder.

         

        Company
shall notify Administrative Agent (or, in the case of Swing Line Loans, an
applicable Swing Line Lender) prior to the funding of any Loans in the event
that any of the matters to which Company is required to certify in the
applicable Notice of Borrowing is no longer true and correct in all material
respects as of the applicable Funding Date, and the acceptance by Company of the
proceeds of any Loans shall constitute a re-certification by Company, as of the
applicable Funding Date, as to the matters to which Company is required to
certify in the applicable Notice of Borrowing.

         


        
          
            
            

          

          
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        Except as
otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of
Borrowing for, or a Notice of Conversion/Continuation for conversion to, or
continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof)
shall be irrevocable on and after the date such Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, is delivered and Company shall be
bound to make a borrowing or to effect a conversion or continuation in
accordance therewith.

         

        Notwithstanding
the foregoing provisions of this subsection 2.1B, no initial Tranche B Term
Loans may be made as Eurodollar Rate Loans and no Tranche B Term Loans may be
converted into a Eurodollar Rate Loan until the third Business Day after the
Closing Date.

         

        C.  Disbursement of
Funds.  All Term Loans and Revolving Loans shall be made by
Lenders simultaneously and proportionately to their respective Pro Rata Shares,
it being understood that neither Administrative Agent nor any Lender shall be
responsible for any default by any other Lender in that other Lender’s
obligation to make a Loan requested hereunder nor shall the amount of the
Commitment of any Lender to make the particular type of Loan requested or Pro
Rata Share of any Lender be increased or decreased as a result of a default by
any other Lender in that other Lender’s obligation to make a Loan requested
hereunder.  Promptly after receipt by Administrative Agent of a Notice
of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu
thereof), Administrative Agent shall notify each Lender for that type of
Loan.  Each such Lender shall make the amount of its Loan available to
Administrative Agent at the Funding and Payment Office not later than
12:00 Noon (New York City time) on the applicable Funding Date in same day
funds in Dollars.  Except as provided in subsection 2.1A(iv) and
subsection 3.3B with respect to Revolving Loans used to repay Refunded
Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing
under a Revolving Letter of Credit issued by it, upon satisfaction or waiver of
the conditions precedent specified in subsections 4.1 (in the case of Loans
made on the Closing Date) and 4.2 (in the case of all Loans), Administrative
Agent shall make the proceeds of such Loans available to Company on the
applicable Funding Date by causing an amount of same day funds in Dollars equal
to the proceeds of all such Loans received by Administrative Agent from Lenders
to be credited to the account designated by Company in the applicable Notice of
Borrowing.

         

        Promptly
after receipt by any Swing Line Lender of a Notice of Borrowing pursuant to
subsection 2.1B (or telephonic notice in lieu thereof), such Swing Line
Lender shall make the amount of its Swing Line Loan available to Company not
later than 2:00 P.M. (New York City time) on the applicable Funding Date,
in each case in same day funds in Dollars, at the Swing Line Funding and Payment
Office.  Except as set forth in subsection 2.1A(iv)(e), such Swing
Line Lender shall make the proceeds of any Swing Line Loan available to Company
on the applicable Funding Date by causing an amount of same day funds, in
Dollars, equal to the proceeds of such Swing Line Loan to be credited to the
account designated by Company in the applicable Notice of
Borrowing.

         


        
          
            
            

          

          
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        Unless
Administrative Agent shall have been notified by any Lender prior to a Funding
Date that such Lender does not intend to make available to Administrative Agent
the amount of such Lender’s Loan requested on such Funding Date, Administrative
Agent may assume that such Lender has made such amount available to
Administrative Agent on such Funding Date and Administrative Agent may, in its
sole discretion, but shall not be obligated to, make available to Company a
corresponding amount on such Funding Date.  If such corresponding
amount is not in fact made available to Administrative Agent by such Lender,
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender together with interest thereon, for each day from such
Funding Date until the date such amount is paid to Administrative Agent, at the
customary rate set by Administrative Agent for the correction of errors among
banks for three Business Days and thereafter at the Base Rate.  If
such Lender does not pay such corresponding amount forthwith upon Administrative
Agent’s demand therefor, Administrative Agent shall promptly notify Company and
Company shall immediately pay such corresponding amount to Administrative Agent
together with interest thereon, for each day from such Funding Date until the
date such amount is paid to Administrative Agent, at the rate payable under this
Agreement for Base Rate Loans.  Nothing in this subsection 2.1C
shall be deemed to relieve any Lender from its obligation to fulfill its
Commitments hereunder or to prejudice any rights that Company may have against
any Lender as a result of any default by such Lender hereunder.

         

        D.  The
Register.  Administrative Agent, acting for these purposes
solely as an agent of Company (it being acknowledged that Administrative Agent,
in such capacity, and its officers, directors, employees, agent and affiliates
shall constitute Indemnitees under subsection 10.3), shall maintain (and
make available for inspection by Company and any Joint-Lead Arranger upon
reasonable prior notice at reasonable times) at its address referred to in
subsection 10.8 a register for the recordation of, and shall record, the
names and addresses of Lenders and the respective amounts of the Tranche A Term
Loan Commitment, Tranche B Term Loan Commitment, Tranche C Term Loan
Commitment,  Revolving Loan Commitment, Swing Line Loan Commitment,
Tranche A Term Loan, Tranche B Term Loan, Tranche C Term Loan, Revolving Loans
and Swing Line Loans of each Lender from time to time (the “Register”).  Company,
Administrative Agent and Lenders shall deem and treat the Persons listed as
Lenders in the Register as the holders and owners of the corresponding
Commitments and Loans listed therein for all purposes hereof; all amounts owed
with respect to any Commitment or Loan shall be owed to the Lender listed in the
Register as the owner thereof; and any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is listed in the Register as a Lender shall be conclusive and binding
on any subsequent holder, assignee or transferee of the corresponding
Commitments or Loans.  Each Lender shall record on its internal
records the amount of its Loans and Commitments and each payment in respect
hereof, and any such recordation shall be conclusive and binding on Company,
absent manifest error, subject to the entries in the Register, which shall,
absent manifest error, govern in the event of any inconsistency with any
Lender’s records.  Failure to make any recordation in the Register or
in any Lender’s records, or any error in such recordation, shall not affect any
Loans or Commitments or any Obligations in respect of any Loans.

         


        
          
            
            

          

          
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        E.  Optional Notes.  If
so requested by any Lender by written notice to Company at least two Business
Days prior to the Closing Date or at any time thereafter, Company shall execute
and deliver to such Lender (and/or, if applicable and if so specified in such
notice, to any Person who is an assignee of such Lender pursuant to
subsection 10.1) on the Closing Date (or, if such notice is delivered after
the Closing Date, promptly after Company’s receipt of such notice) a promissory
note or promissory notes to evidence such Lender’s Revolving Loans, Tranche A
Term Loans, Tranche B Term Loans, Tranche C Term Loans or Swing Line Loans,
substantially in the form of Exhibit V, Exhibit VI,
Exhibit VII,
Exhibit VIII,
and Exhibit IX,
annexed hereto, respectively, with appropriate insertions.

         

        
          	
                  2.2  

                	
                  Interest on the
      Loans.

                


        

         

        A.  Rate of
Interest.  Subject to the provisions of subsections 2.6
and 2.7, each Term Loan and each Revolving Loan shall bear interest on the
unpaid principal amount thereof from the date made through maturity (whether by
acceleration or otherwise) at a rate determined by reference to the Base Rate or
the Eurodollar Rate.  Subject to the provisions of subsection 2.7,
each Swing Line Loan shall bear interest on the unpaid principal amount thereof
from the date made through maturity (whether by acceleration or otherwise) at a
rate determined by reference to the Base Rate.  The applicable basis
for determining the rate of interest with respect to any Term Loan or any
Revolving Loan shall be selected by Company initially at the time a Notice of
Borrowing is given with respect to such Loan pursuant to subsection 2.1B,
and the basis for determining the interest rate with respect to any Term Loan or
any Revolving Loan may be changed from time to time pursuant to
subsection 2.2D; provided, however, that Loans
made on the Closing Date shall be Base Rate Loans.  If on any day a
Term Loan or Revolving Loan is outstanding with respect to which notice has not
been delivered to Administrative Agent in accordance with the terms of this
Agreement specifying the applicable basis for determining the rate of interest,
then for that day that Loan shall bear interest determined by reference to the
Base Rate.

         

        (i)  Subject
to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche A Term
Loans and the Revolving Loans shall bear interest through maturity as
follows:

         

        (a)  if a Base
Rate Loan, then at the sum of the Base Rate plus the Base Rate
Margin set forth in the table below opposite the applicable Consolidated
Leverage Ratio for the four Fiscal Quarter period for which the applicable
Pricing Certificate has been delivered pursuant to subsection 6.1(iv);
or

         

        (b)  if a
Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar
Rate Margin set forth in the table below opposite the applicable Consolidated
Leverage Ratio for the four Fiscal Quarter period for which the applicable
Pricing Certificate has been delivered pursuant to
subsection 6.1(iv):

         


        
          
            
            

          

          
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                  Consolidated Leverage
      Ratio

                	
                  Eurodollar Rate
      Margin

                	
                  Base Rate
      Margin

                
	
                  Greater
      than

                  Or
      equal to

                	
                  3.5:1.0

                	
                  2.25%

                	
                  1.25%

                
	
                  Greater
      than or equal to

                  but
      less than

                	
                  2.5:1.0

                  3.5:1.0

                	
                  2.00%

                	
                  1.00%

                
	
                  Greater
      than or equal to

                  but
      less than

                	
                  2.0:1.0

                  2.5:1.0

                	
                  1.75%

                	
                  0.75%

                
	
                  Greater
      than or equal to

                  but
      less than

                	
                  1.5:1.0

                  2.0:1.0

                	
                  1.25%

                	
                  0.25%

                
	
                  Less
      than

                	
                  1.5:1.0

                	
                  1.00%

                	
                  0%

                


        

        


         

        ; provided that until
the delivery of the first Pricing Certificate after the six-month anniversary of
the Closing Date, the applicable margin for Tranche A Term Loans and Revolving
Loans that are Eurodollar Rate Loans shall be 2.00% per annum and for Tranche A
Term Loans and Revolving Loans that are Base Rate Loans shall be 1.00% per
annum.

         

        (ii)  Subject
to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term
Loans shall bear interest through maturity as follows:

         

        (a)  if a Base
Rate Loan, then at the sum of the Base Rate plus the Base Rate
Margin set forth in the table below opposite the applicable Consolidated
Leverage Ratio for the four Fiscal Quarter period for which the applicable
Pricing Certificate has been delivered pursuant to subsection 6.1(iv);
or

         

        (b)  if a
Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar
Rate Margin set forth in the table below opposite the applicable Consolidated
Leverage Ratio for the four Fiscal Quarter period for which the applicable
Pricing Certificate has been delivered pursuant to
subsection 6.1(iv):

         

        
          	 	
                  Consolidated Leverage
      Ratio

                	
                  Eurodollar Rate
      Margin

                	
                  Base Rate
      Margin

                
	
                  Greater
      than or equal to

                	
                  2.5:1.0

                	
                  2.75%

                	
                  1.75%

                
	
                  Greater
      than

                  but
      less than

                	
                  2.0:1.0

                  2.5:1.0

                	
                  2.50%

                	
                  1.50%

                
	
                  Less
      than or equal to

                	
                  2.0:1.0

                	
                  2.25%

                	
                  1.25%

                


        

        


         


        
          
            
            

          

          
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        ; provided that until
the delivery of the first Pricing Certificate after the six-month anniversary of
the Closing Date, the applicable margin for Tranche B Term Loans that are
Eurodollar Rate Loans shall be 2.75% per annum and for Tranche B Term Loans that
are Base Rate Loans shall be 1.75% per annum.

         

        (iii)  Upon
delivery of the Pricing Certificate by Company to Administrative Agent pursuant
to subsection 6.1(iv), the Base Rate Margin and the Eurodollar Rate Margin
shall be adjusted, such adjustment to become effective on the third succeeding
Business Day following the receipt by Administrative Agent of such Pricing
Certificate (subject to the provisions of the foregoing clauses (i) and
(ii)); provided
that, if at any time a Pricing Certificate is not delivered at the time required
pursuant to subsection 6.1(iv), from the time such Pricing Certificate was
required to be delivered until the third Business Day succeeding delivery of
such Pricing Certificate, the applicable margins shall be the maximum percentage
amount for the relevant Loan set forth above.

         

        (iv)  Subject
to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall
bear interest through maturity at the sum of the Base Rate plus the applicable
Base Rate Margin for Revolving Loans minus a rate equal to the commitment fee
percentage then in effect as determined pursuant to
subsection 2.3A.

         

        B.  Interest
Periods.  In connection with each Eurodollar Rate Loan, Company
may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
“Interest Period”) to be
applicable to such Loan, which Interest Period shall be, at Company’s option,
either a one, two, three, six or, if deposits in the interbank Eurodollar market
are generally available for such period (as determined by each Lender making,
converting to or continuing such Eurodollar Rate Loan), nine or twelve-month
period; provided
that:

         

        (i)  the
initial Interest Period for any Eurodollar Rate Loan shall commence on the
Funding Date in respect of such Loan, in the case of a Loan initially made as a
Eurodollar Rate Loan or on the date specified in the applicable Notice of
Conversion/Continuation, in the case of a Loan converted to a Eurodollar Rate
Loan;

         

        (ii)  in the
case of immediately successive Interest Periods applicable to a Eurodollar Rate
Loan continued as such pursuant to a Notice of Conversion/Continuation, each
successive Interest Period shall commence on the day on which the next preceding
Interest Period expires;

         

        (iii)  if an
Interest Period would otherwise expire on a day that is not a Business Day, such
Interest Period shall expire on the next succeeding Business Day; provided that, if any
Interest Period would otherwise expire on a day that is not a Business Day but
is a day of the month after which no further Business Day occurs in such month,
such Interest Period shall expire on the next  preceding Business
Day;

         


        
          
            
            

          

          
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        (iv)  any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall, subject to clause (v) of this
subsection 2.2B, end on the last Business Day of a calendar
month;

         

        (v)  no
Interest Period with respect to any portion of the Tranche A Term Loans shall
extend beyond the Tranche A Term Loan Maturity Date, no Interest Period with
respect to any portion of the Tranche B Term Loans shall extend beyond the
Tranche B Term Loan Maturity Date, no Interest Period with
respect to any portion of the Tranche C Term Loans shall extend beyond the
Tranche C Term Loan Maturity Date, and no Interest Period with respect to any
portion of the Revolving Loans shall extend beyond the Revolving Loan Commitment
Termination Date;

         

        (vi)  no
Interest Period with respect to any type of Term Loans shall extend beyond a
date on which Company is required to make a scheduled payment of principal of
such type of Term Loans unless the sum of (a) the aggregate principal
amount of such type of Term Loans that are Base Rate Loans plus (b) the
aggregate principal amount of such type of Term Loans that are Eurodollar Rate
Loans with Interest Periods expiring on or before such date equals or exceeds
the principal amount required to be paid on such type of Term Loans on such
date;

         

        (vii)  there
shall be no more than ten Interest Periods outstanding at any time;
and

         

        (viii)  in the
event Company fails to specify an Interest Period for any Eurodollar Rate Loan
in the applicable Notice of Borrowing or Notice of Conversion/Continuation,
Company shall be deemed to have selected an Interest Period of one
month.

         

        C.  Interest
Payments.  Subject to the provisions of subsection 2.2E,
interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid), and at maturity (including final
maturity); provided that in the
event any Swing Line Loans or any Revolving Loans that are Base Rate Loans are
prepaid pursuant to subsection 2.4B(i), interest accrued on such Loans through
the date of such prepayment shall be payable on the next succeeding Interest
Payment Date applicable to Base Rate Loans (or, if earlier, at final
maturity).

         


        
          
            
            

          

          
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        D.  Conversion or
Continuation.  Subject to the provisions of
subsection 2.6, Company shall have the option (i) to convert at any
time all or any part of its outstanding Term Loans equal to or in excess of
$5,000,000 or all or any part of its outstanding Revolving Loans equal to
$5,000,000 and multiples of $1,000,000 in excess of that amount from Loans
bearing interest at a rate determined by reference to one basis to Loans bearing
interest at a rate determined by reference to an alternative basis or
(ii) upon the expiration of any Interest Period applicable to a Eurodollar
Rate Loan that is a Term Loan, to continue all or any portion of such Loan equal
to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration
of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving
Loan, to continue all or any portion of such Loan equal to $5,000,000 and
multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan;
provided, however, that a
Eurodollar Rate Loan may only be converted into a Base Rate Loan on the
expiration date of an Interest Period applicable thereto.

         

        Company
shall deliver a duly executed Notice of Conversion/Continuation to
Administrative Agent no later than 2:00 P.M. (New York City time) at least
(i) one Business Day in advance of the proposed conversion date (in the
case of a conversion to a Base Rate Loan) or (ii) three Business Days in
advance of the proposed conversion/continuation date (in the case of a
conversion to, or a continuation of, a Eurodollar Rate Loan).  In lieu
of delivering a Notice of Conversion/Continuation, Company may give
Administrative Agent telephonic notice by the required time of any proposed
conversion/continuation under this subsection 2.2D; provided that such
notice shall be promptly confirmed in writing by delivery of a duly executed
Notice of Conversion/Continuation to Administrative Agent on or before the
proposed conversion/continuation date.  Administrative Agent shall
notify each Lender of any Loan subject to a Notice of
Conversion/Continuation.

         

        Except as
otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of
Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate
Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company
shall be bound to effect a conversion or continuation in accordance
therewith.

         


        
          
            
            

          

          
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        E.  Default Rate.  From
and after the occurrence and during the continuation of any Event of Default,
upon notice by Administrative Agent at the direction of Requisite Lenders, the
outstanding principal amount of all Loans and, to the extent permitted by
applicable law, any interest payments thereon not paid when due and any fees and
other amounts then due and payable hereunder, shall thereafter bear interest
(including post-petition interest in any proceeding under the Bankruptcy Code or
other applicable bankruptcy laws) payable upon demand by Administrative Agent at
a rate that is 2% per annum in excess of the interest rate otherwise payable
under this Agreement with respect to the applicable Loans (or, in the case of
any such fees and other amounts, at a rate which is 2% per annum in excess of
the interest rate otherwise payable under this Agreement for Base Rate Loans);
provided that,
in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period
in effect at the time any such increase in interest rate is effective such
Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall
thereafter bear interest payable upon demand by Administrative Agent at a rate
which is 2% per annum in excess of the interest rate otherwise payable under
this Agreement for Base Rate Loans.  Payment or acceptance of the
increased rates of interest provided for in this subsection 2.2E is not a
permitted alternative to timely payment and shall not constitute a waiver of any
Event of Default or otherwise prejudice or limit any rights or remedies of
Administrative Agent or any Lender.

         

        F.  Computation of
Interest.  Interest on the Loans shall be computed (i) in
the case of Base Rate Loans, on the basis of a 365-day or 366-day year, as the
case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of
a 360-day year, in each case for the actual number of days elapsed in the period
during which it accrues.  In computing interest on any Loan, the date
of the making of such Loan or the first day of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar
Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the
date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the
case may be, shall be excluded; provided that if a
Loan is repaid on the same day on which it is made, one day’s interest shall be
paid on that Loan.

         

        G.  Maximum
Rate.  Notwithstanding the foregoing provisions of this
subsection 2.2, in no event shall the rate of interest payable by Company
with respect to any Loan exceed the maximum rate of interest permitted to be
charged under applicable law.

         


        
          
            
            

          

          
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                  2.3  

                	
                  Fees.

                


        

         

        A.  Commitment
Fees.  Company agrees to pay to Administrative Agent, for
distribution to each Revolving Lender in proportion to that Lender’s Pro Rata
Share, commitment fees for the period from and including the Closing Date to and
excluding the Revolving Loan Commitment Termination Date equal to the average of
the daily excess of the Revolving Loan Commitment Amount over the sum of (i) the
aggregate principal amount of outstanding Revolving Loans (but not any
outstanding Swing Line Loans) plus (ii) the
Revolving Letter of Credit Usage multiplied by a rate
per annum equal to the percentage set forth in the table below opposite the
Consolidated Leverage Ratio for the four Fiscal Quarter period for which the
applicable Pricing Certificate has been delivered pursuant to
subsection 6.1(iv):

         

        
          	
                  Consolidated

                  Leverage
      Ratio

                	
                  Commitment

                  Fee
      Percentage

                
	
                  3.5:1.0
      or greater

                	
                  0.500%

                
	
                  2.0:1.0
      or greater

                  but
      less than 3.5:1.0

                	
                  0.375%

                
	
                  Less
      than 2.0:1.0

                	
                  0.250%

                


        

        


         

        , such
commitment fees to be calculated on the basis of a 365/366-day year and the
actual number of days elapsed and to be payable quarterly in arrears on the last
Business Day of each of each Fiscal Quarter of each Fiscal Year, commencing on
December 28, 2007, and on the Revolving Loan Commitment Termination Date; provided that until
the delivery of the first Pricing Certificate after the six-month anniversary of
the Closing Date, the applicable commitment fee percentage shall be 0.375% per
annum.  Upon delivery of the Pricing Certificate by Company to
Administrative Agent pursuant to subsection 6.1(iv), the applicable
commitment fee percentage shall be adjusted, such adjustment to become effective
on the third succeeding Business Day following the receipt by Administrative
Agent of such Pricing Certificate; provided that, if at
any time a Pricing Certificate is not delivered at the time required pursuant to
subsection 6.1(iv), from the time such Pricing Certificate was required to
be delivered until delivery of such Pricing Certificate, the applicable
commitment fee percentage shall be the maximum percentage amount set forth
above.

         

        B.  Other Fees.  Company
agrees to pay to Administrative Agent such fees in the amounts and at the times
separately agreed upon between Company and Administrative Agent.

         


        
          
            
            

          

          
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                  2.4  

                	
                  Repayments,
      Prepayments and Reductions of Revolving Loan Commitment Amount; General
      Provisions Regarding Payments; Application of Proceeds of Collateral and
      Payments Under Subsidiary
  Guaranty.

                


        

         

        A.  Scheduled Payments of Term
Loans.

         

        (i)  Scheduled Payments of
Tranche A Term Loans.  Company shall make principal payments on
the Tranche A Term Loans in installments on the dates and in the amounts set
forth below:

         

        
          	
                  Date

                	
                  Scheduled
      Repayment

                
	
                  December
      28, 2007

                	
                  $13,750,000

                
	
                  March
      28, 2008

                	
                  $13,750,000

                
	
                  June
      27, 2008

                	
                  $13,750,000

                
	
                  September
      26, 2008

                	
                  $13,750,000

                
	
                  January
      2, 2009

                	
                  $13,750,000

                
	
                  April
      3, 2009

                	
                  $13,750,000

                
	
                  July
      3, 2009

                	
                  $13,750,000

                
	
                  October
      2, 2009

                	
                  $13,750,000

                
	
                  January
      1, 2010

                	
                  $27,500,000

                
	
                  April
      2, 2010

                	
                  $27,500,000

                
	
                  July
      2, 2010

                	
                  $27,500,000

                
	
                  October
      1, 2010

                	
                  $27,500,000

                
	
                  December
      31, 2010

                	
                  $27,500,000

                
	
                  April
      1, 2011

                	
                  $27,500,000

                
	
                  July
      1, 2011

                	
                  $27,500,000

                
	
                  September
      30, 2011

                	
                  $27,500,000

                
	
                  December
      30, 2011

                	
                  $192,500,000

                
	
                  March
      30, 2012

                	
                  $192,500,000

                
	
                  June
      29, 2012

                	
                  $192,500,000

                
	
                  Tranche
      A Term Loan Maturity Date

                	
                  $192,500,000

                


        

        



        
          
            
            

          

          
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        ; provided that the
scheduled installments of principal of the Tranche A Term Loans set forth above
shall be reduced in connection with any voluntary or mandatory prepayments of
the Tranche A Term Loans in accordance with subsection 2.4B(iv); and providedfurther, that the
Tranche A Term Loans and all other amounts owed hereunder with respect to the
Tranche A Term Loans shall be paid in full no later than the Tranche A Term Loan
Maturity Date, and the final installment payable by Company in respect of the
Tranche A Term Loans on such date shall be in an amount, if such amount is
different from that specified above, sufficient to repay all amounts owing by
Company under this Agreement with respect to the Tranche A Term
Loans.


        
          
            
            

          

          
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        (ii)  Scheduled Payments of
Tranche B Term Loans.  Company shall make principal payments on
the Tranche B Term Loans in installments on the dates and in the amounts set
forth below:

         

        
          	
                  Date

                	
                  Scheduled
      Repayment

                
	
                  December
      28, 2007

                	
                  $750,000

                
	
                  March
      28, 2008

                	
                  $750,000

                
	
                  June
      27, 2008

                	
                  $750,000

                
	
                  September
      26, 2008

                	
                  $750,000

                
	
                  January
      2, 2009

                	
                  $750,000

                
	
                  April
      3, 2009

                	
                  $750,000

                
	
                  July
      3, 2009

                	
                  $750,000

                
	
                  October
      2, 2009

                	
                  $750,000

                
	
                  January
      1, 2010

                	
                  $750,000

                
	
                  April
      2, 2010

                	
                  $750,000

                
	
                  July
      2, 2010

                	
                  $750,000

                
	
                  October
      1, 2010

                	
                  $750,000

                
	
                  December
      31, 2010

                	
                  $750,000

                
	
                  April
      1, 2011

                	
                  $750,000

                
	
                  July
      1, 2011

                	
                  $750,000

                
	
                  September
      30, 2011

                	
                  $750,000

                
	
                  December
      30, 2011

                	
                  $750,000

                
	
                  March
      30, 2012

                	
                  $750,000

                
	
                  June
      29, 2012

                	
                  $71,625,000

                
	
                  September
      28, 2012

                	
                  $71,625,000

                
	
                  December
      28, 2012

                	
                  $71,625,000

                
	
                  Tranche
      B Term Loan Maturity Date

                	
                  $71,625,000

                


        

        



        
          
            
            

          

          
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        ; provided that the
scheduled installments of principal of the Tranche B Term Loans set forth above
shall be reduced in connection with any voluntary or mandatory prepayments of
the Tranche B Term Loans in accordance with subsection 2.4B(iv); and providedfurther, that the
Tranche B Term Loans and all other amounts owed hereunder with respect to the
Tranche B Term Loans shall be paid in full no later than the Tranche B Term Loan
Maturity Date, and the final installment payable by Company in respect of the
Tranche B Term Loans on such date shall be in an amount, if such amount is
different from that specified above, sufficient to repay all amounts owing by
Company under this Agreement with respect to the Tranche B Term
Loans.

        


        B.  Prepayments and Unscheduled
Reductions in Revolving Loan Commitments.

         

        (i)  Voluntary
Prepayments.  Company may, upon written or telephonic notice to
any Swing Line Lender on or prior to 2:00 P.M. (New York City time) on the
date of prepayment, which notice, if telephonic, shall be promptly confirmed in
writing, at any time and from time to time prepay any Swing Line Loan of that
Swing Line Lender on any Business Day in whole or in part in any aggregate
amount.  Company may, upon not less than one Business Day’s prior
written or telephonic notice, in the case of Base Rate Loans, and three Business
Days’ prior written or telephonic notice, in the case of Eurodollar Rate Loans,
in each case given to Administrative Agent by 2:00 P.M. (New York City
time) on the date required and, if given by telephone, promptly confirmed in
writing to Administrative Agent, who will promptly notify each Lender whose
Loans are to be prepaid of such prepayment, at any time and from time to time
prepay, without premium or penalty (except as provided in subsection 2.6D),
any Term Loans or Revolving Loans on any Business Day in whole or in part in an
aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of
that amount.  All written notices delivered pursuant to this
subsection 2.4B(i) shall be in the form of a Notice of Prepayment and all
notices whether written or telephonic delivered pursuant to this subsection
2.4B(i) shall be irrevocable, and once given as aforesaid, the principal amount
of the Loans specified in such notice shall become due and payable on the
prepayment date specified therein.  Any such voluntary prepayment
shall be applied as specified in subsection 2.4B(iv).

         


        
          
            
            

          

          
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        (ii)  Voluntary Reductions of
Revolving Loan Commitments.  Company may, upon not less than
five Business Days’ prior written or telephonic notice confirmed in writing to
Administrative Agent or upon such lesser number of days’ prior written or
telephonic notice, as determined by Administrative Agent in its sole discretion,
at any time and from time to time terminate in whole or permanently reduce in
part, without premium or penalty, the Revolving Loan Commitment Amount in an
amount up to the amount by which the Revolving Loan Commitment Amount exceeds
the Total Utilization of Revolving Loan Commitments at the time of such proposed
termination or reduction; provided that any
such partial reduction of the Revolving Loan Commitment Amount shall be in an
aggregate minimum amount of $2,000,000 and multiples of $500,000 in excess of
that amount.  Company’s notice to Administrative Agent (who will
promptly notify each Revolving Lender of such notice) shall designate the date
(which shall be a Business Day) of such termination or reduction and the amount
of any partial reduction, and such termination or reduction shall be effective
on the date specified in Company’s notice and shall reduce the amount of the
Revolving Loan Commitment of each Revolving Lender proportionately to its Pro
Rata Share.  In addition, Company may, upon not less than five
Business Days’ prior written or telephonic notice confirmed in writing to
Administrative Agent or upon such lesser number of days’ prior written or
telephonic notice, as determined by Administrative Agent in its sole discretion,
at any time and from time to time terminate in whole or permanently reduce in
part, without premium or penalty, the Swing Line Loan Commitment; provided that any
such partial reduction of the Swing Line Loan Commitment shall be in an
aggregate minimum amount of $2,000,000 and multiples of $500,000 in excess of
that amount.  Company’s notice to Administrative Agent (who will
promptly notify each Revolving Lender of such notice) shall designate the date
(which shall be a Business Day) of such termination or reduction and the amount
of any partial reduction, and such termination or reduction shall be effective
on the date specified in Company’s notice and shall reduce the amount of the
Swing Line Loan Commitment of each Swing Line Lender
proportionately.

         

        (iii)  Mandatory
Prepayments.  The Loans shall be prepaid in the amounts and
under the circumstances set forth below, all such prepayments to be applied as
set forth below or as more specifically provided in
subsection 2.4B(iv) and subsection 2.4D:

         


        
          
            
            

          

          
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        (a)  Prepayments From Net Asset
Sale Proceeds.  No later than the fifth Business Day following
the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale
Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Loans
in an aggregate amount equal to such Net Asset Sale Proceeds or (2), so long as
no Potential Event of Default or Event of Default shall have occurred and be
continuing and to the extent that aggregate Net Asset Sale Proceeds from the
Closing Date through the date of determination do not exceed $50,000,000,
deliver to Administrative Agent an Officer’s Certificate setting forth
(A) that portion of such Net Asset Sale Proceeds that Company or such
Subsidiary intends to (x) reinvest in equipment or other productive assets of
the general type used in the business of Company and its Subsidiaries or
reasonably similar or related to the nature or type of property and assets of
Company and its Subsidiaries or (y) invest in a Person having property or assets
of a similar nature or type as, or engaged in a similar business as, Company and
its Subsidiaries, in each case within 365 days of such date of receipt and (B)
the proposed use of such portion of the Net Asset Sale Proceeds and such other
information with respect to such reinvestment as Administrative Agent may
reasonably request, and Company shall, or shall cause one or more of its
Subsidiaries to, promptly and diligently apply such portion to such reinvestment
purposes.  In addition, Company shall, no later than 365 days after
receipt of such Net Asset Sale Proceeds that have not theretofore been applied
to the Obligations or that have not been so reinvested as provided above, make
an additional prepayment of the Loans in the full amount of all such Net Asset
Sale Proceeds.

         

        (b)  Prepayments from Net
Insurance/Condemnation Proceeds.  No later than the fifth
Business Day following the date of receipt by Administrative Agent or by Company
or any of its Subsidiaries of any Net
Insurance/Condemnation Proceeds that are required to be applied to prepay the
Loans pursuant to the provisions of subsection 6.4C, Company shall prepay
the Loans in an aggregate amount equal to the amount of such Net
Insurance/Condemnation Proceeds.

         


        
          
            
            

          

          
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        (c)  Prepayments Due to Issuance
of Equity Securities.  No later than the fifth Business Days
following the date of receipt of the Net Securities Proceeds from the issuance
of any Capital Stock of Company or of any Subsidiary of Company (other than (1)
the issuance of such Capital Stock (A) to finance a Permitted Acquisition, (B)
to directors and employees of Company and its Subsidiaries pursuant to written
employee benefit plans approved by Company’s Governing Body and pursuant to the
exercise of options or warrants issued under any such plan, (C) to Company or
any of its Subsidiaries, (D) to qualify members of a Governing Body of any such
Subsidiary if required by applicable law or (E) on a pro rata basis to the
equity holders of a non-wholly owned Subsidiary; or (2) any capital contribution
to Company or any Subsidiary of Company by any holder of Capital Stock thereof
after the Closing Date), Company shall prepay the Loans in an aggregate amount
equal to 50% of such Net Securities Proceeds; provided that (A)
such percentage shall be reduced to 0% if the Consolidated Leverage Ratio as of
the last day of the immediately preceding four-Fiscal Quarter period is less
than 2.50:1.00 and (B) such percentage shall equal 100% at any time after
the occurrence and during the continuance of an Event of Default.

         

        (d)  Prepayments Due to Issuance
of Indebtedness.  No later than the fifth Business Day
following the date of receipt of the Net Securities Proceeds from the issuance
of any Indebtedness of Company or any of its Subsidiaries after the Closing
Date, other than Indebtedness permitted pursuant to subsection 7.1, Company
shall prepay the Loans in an aggregate amount equal to 100% of such Net
Securities Proceeds; provided that (A)
such percentage shall be reduced to 50% if the Consolidated Leverage Ratio as of
the last day of the immediately preceding four-Fiscal Quarter period is less
than 2.50:1.00 and (B) such percentage shall equal 100% at any time after
the occurrence and during the continuance of an Event of Default.

         

        (e)  Prepayments from
Consolidated Excess Cash Flow.  In the event that there shall
be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal
Year 2008), Company shall, no later than 100 days after the end of such Fiscal
Year, prepay the Loans in an aggregate amount equal to 50% of such Consolidated
Excess Cash Flow; provided that (A)
such percentage shall be reduced to 0% if the Consolidated Leverage Ratio as of
the last day of such Fiscal Year is less than 2.50:1.00 and (B) such
percentage shall equal 100% at any time after the occurrence and during the
continuance of an Event of Default.

         


        
          
            
            

          

          
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        (f)  Calculations of Net Proceeds
Amounts; Additional Prepayments Based on Subsequent
Calculations.  Concurrently with any prepayment of the Loans
pursuant to subsections 2.4B(iii)(a)-(e), Company shall deliver to
Administrative Agent an Officer’s Certificate demonstrating the calculation of
the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation
Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case
may be, that gave rise to such prepayment.  In the event that Company
shall subsequently determine that the actual amount was greater than the amount
set forth in such Officer’s Certificate, Company shall promptly make an
additional prepayment of the Loans in an amount equal to the amount of such
excess, and Company shall concurrently therewith deliver to Administrative Agent
an Officer’s Certificate demonstrating the derivation of the additional amount
resulting in such excess.

         

        (g)  Prepayments Due to
Reductions of Revolving Loan Commitment Amount.  Company shall
from time to time prepay first the Swing Line Loans and second the Revolving
Loans (and, after prepaying all Revolving Loans, Cash collateralize any
outstanding Revolving Letters of Credit by depositing the requisite amount in
the Collateral Account) to the extent necessary so that the Total Utilization of
Revolving Loan Commitments shall not at any time exceed the Revolving Loan
Commitment Amount then in effect.  For purposes of calculating the
Total Utilization of Revolving Loan Commitments, any Revolving Letters of Credit
denominated in a currency other than Dollars shall be valued by Administrative
Agent based on the applicable Exchange Rate for such currency as of the
applicable date of determination once per calendar quarter or at such other
times as reasonably determined by Administrative Agent.

         

        (iv)  Application of
Prepayments.

         

        (a)  Application of Voluntary
Prepayments by Type of Loans and Order of Maturity.  Any
voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as
specified by Company in the applicable notice of prepayment; provided that in the
event Company fails to specify the Loans to which any such prepayment shall be
applied, such prepayment shall be applied first, to repay
outstanding Swing Line Loans to the full extent thereof, second, to repay
outstanding Revolving Loans to the full extent thereof and third, to repay
outstanding Term Loans to the full extent thereof.  Any voluntary
prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be
applied to prepay the Tranche A Term Loans, the Tranche B Term Loans and the
Tranche C Term Loans on a pro rata basis (in
accordance with the respective outstanding principal amounts thereof) and to
reduce the scheduled installments of principal of the Tranche A Term Loans,
Tranche B Term Loans and Tranche C Term Loans in forward chronological
order.

         


        
          
            
            

          

          
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        (b)  Application of Mandatory
Prepayments by Type of Loans.  Except as provided in
subsection 2.4D, any amount required to be applied as a mandatory
prepayment of the Loans pursuant to subsections 2.4B(iii)(a)-(f) shall be
applied first
to prepay the Term Loans to the full extent thereof, second, to the extent
of any remaining portion of such amount, to prepay the Swing Line Loans to the
full extent thereof, and third, to the extent
of any remaining portion of such amount, to prepay the Revolving Loans to the
full extent thereof.

         

        (c)  Application of Mandatory
Prepayments of Term Loans to Tranche A Term Loans, Tranche B Term Loans, Tranche
C Term Loans and the Scheduled Installments of Principal
Thereof.  Except as provided in subsection 2.4D, any
mandatory prepayments of the Term Loans pursuant to
subsection 2.4B(iii) shall be applied to prepay the Tranche A Term
Loans, the Tranche B Term Loans and the Tranche C Term Loans on a pro rata basis (in
accordance with the respective outstanding principal amounts thereof) and shall
be applied on a pro
rata
basis (in accordance with the respective outstanding principal amounts thereof)
to each scheduled installment of principal of the Tranche A Term Loans, the
Tranche B Term Loans or the Tranche C Term Loans, as the case may be, that is
unpaid at the time of such prepayment. Notwithstanding the foregoing, in the
case of any mandatory prepayment of the Tranche B Term Loans or the Tranche C
Term Loans, Lenders of the Tranche B Term Loans and the Tranche C Term Loans may
waive the right to receive the amount of such mandatory prepayment of the
Tranche B Term Loans or Tranche C Term Loans, as the case may be.  If
any Lender or Lenders elect to waive the right to receive the amount of such
mandatory prepayment, 50% of the amount that otherwise would have been applied
to mandatorily prepay the Tranche B Term Loans or the Tranche C Term Loans, as
the case may be, of such Lender or Lenders shall be applied instead to the
further prepayment of the Tranche A Term Loans to the extent any are then
outstanding.

         

        (d)  Application of Prepayments
to Base Rate Loans and Eurodollar Rate Loans.  Considering Term
Loans and Revolving Loans being prepaid separately, any prepayment thereof shall
be applied first to Base Rate Loans to the full extent thereof before
application to Eurodollar Rate Loans, in each case in a manner that minimizes
the amount of any payments required to be made by Company pursuant to
subsection 2.6D.

         

        C.  General Provisions Regarding
Payments.

         

        (i)  Manner and Time of
Payment.  All payments by Company of principal, interest, fees
and other Obligations shall be made in Dollars in same day funds, without
defense, setoff or counterclaim, free of any restriction or condition, and
delivered to Administrative Agent not later than 2:00 P.M. (New York City
time) on the date due at the Funding and Payment Office for the account of
Lenders; funds received by Administrative Agent after that time on such due date
shall be deemed to have been paid by Company on the next succeeding Business
Day.

         


        
          
            
            

          

          
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        (ii)  Application of Payments to
Principal and Interest.  Except as provided in
subsection 2.2C, all payments in respect of the principal amount of any
Loan shall include payment of accrued interest on the principal amount being
repaid or prepaid, and all such payments shall be applied to the payment of
interest before application to principal.

         

        (iii)  Apportionment of
Payments.  Aggregate principal and interest payments in respect
of the Term Loans and Revolving Loans shall be apportioned among all outstanding
Loans to which such payments relate, in each case proportionately to Lenders’
respective Pro Rata Shares; provided that all
payments in respect of Revolving Loans shall first be applied in the following
priority to repay any amount owing to (a) first, Swing Line
Lenders proportionately to the aggregate outstanding principal amount of the
Swing Line Loans of each Swing Line Lender due to the failure of any Revolving
Lender to (1) fund a Revolving Loan for the purpose of repaying any Refunded
Swing Line Loan pursuant to subsection 2.1A(iv)(b) or (2) purchase an assignment
of an unpaid Swing Line Loan pursuant to subsection 2.1A(iv)(c), and (b) second, Issuing
Lender due to the failure of any Revolving Lender to (1) fund a Revolving Loan
for the purpose of repaying any unreimbursed amounts of a drawing under a
Revolving Letter of Credit pursuant to subsection 3.3B or (2) fund a
participation in any such unreimbursed Revolving Letter of Credit drawing
pursuant to subsection 3.3C.  Administrative Agent shall promptly
distribute to each Lender, at the account specified in the payment instructions
delivered to Administrative Agent by such Lender, its Pro Rata Share of all such
payments received by Administrative Agent and the commitment fees and letter of
credit fees of such Lender, if any, when received by Administrative Agent
pursuant to subsections 2.3 and 3.2.  Notwithstanding the
foregoing provisions of this subsection 2.4C(iii), if, pursuant to the
provisions of subsection 2.6C, any Notice of Conversion/Continuation is
withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate
Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative
Agent shall give effect thereto in apportioning interest payments received
thereafter.

         

        (iv)  Payments on Business
Days.  Whenever any payment to be made hereunder shall be
stated to be due on a day that is not a Business Day, such payment shall be made
on the next succeeding Business Day and such extension of time shall be included
in the computation of the payment of interest hereunder or of the commitment
fees hereunder, as the case may be.

         

        (v)  Notation of
Payment.  Each Lender agrees that before disposing of any Note
held by it, or any part thereof (other than by granting participations therein),
that Lender will make a notation thereon of all Loans evidenced by that Note and
all principal payments previously made thereon and of the date to which interest
thereon has been paid; provided that the
failure to make (or any error in the making of) a notation of any Loan made
under such Note shall not limit or otherwise affect the obligations of Company
hereunder or under such Note with respect to any Loan or any payments of
principal or interest on such Note.

         


        
          
            
            

          

          
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        D.  Application of Proceeds of Collateral
and Payments after Event of Default.

         

        Upon the
occurrence and during the continuation of an Event of Default, if requested by
Requisite Lenders, or upon acceleration of the Obligations pursuant to
Section 8, (a) all payments received by Administrative Agent, whether
from Company, any Subsidiary Guarantor or otherwise, and (b) all proceeds
received by Administrative Agent in respect of any sale of, collection from, or
other realization upon all or any part of the Collateral under any Collateral
Document may, in the discretion of Administrative Agent, be held by
Administrative Agent as Collateral (unless Requisite Lenders direct
Administrative Agent to apply such proceeds in full or in part), and/or (then or
at any time thereafter) applied in full or in part by Administrative Agent, in
each case in the following order of priority:

         

        (i)  to the
payment of all costs and expenses of such sale, collection or other realization,
all other expenses, liabilities and advances made or incurred by Administrative
Agent in connection therewith, and all amounts for which Administrative Agent is
entitled to compensation (including the fees described in subsection 2.3 and
reasonable compensation to Administrative Agent’s agents and counsel),
reimbursement and indemnification under any Loan Document and all advances made
by Administrative Agent thereunder for the account of the applicable Loan Party,
and to the payment of all costs and expenses paid or incurred by Administrative
Agent in connection with the Loan Documents, all in accordance with
subsections 9.4, 10.2 and 10.3 and the other terms of this Agreement and
the Loan Documents;

         

        (ii)  thereafter,
to the payment of all other Obligations and obligations of Loan Parties under
any Hedge Agreement between a Loan Party and a Swap Counterparty for the ratable
benefit of the holders thereof (subject to the provisions of subsection
2.4C(ii)); and

         

        (iii)  thereafter,
to the payment to or upon the order of such Loan Party or to whosoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction
may direct.

         

        
          	
                  2.5  

                	
                  Use of
      Proceeds.

                


        

         

        A.  Term Loans.  The
proceeds of the Tranche A Term Loans and Tranche B Term Loans shall be applied
by Company to fund the Acquisition Financing Requirements.  The
proceeds of the Tranche C Term Loans shall be applied by Company for working
capital and other general corporate purposes.

         

        B.  Revolving Loans; Swing Line
Loans.  The proceeds of any Revolving Loans in the amount not
exceeding $50,000,000 may be applied by Company to fund the Acquisition
Financing Requirements.  The proceeds of any remaining Revolving Loans
and any Swing Line Loans shall be applied by Company for working capital and
other general corporate purposes.

         


        
          
            
            

          

          
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        C.  Margin
Regulations.  No portion of the proceeds of any borrowing under
this Agreement shall be used by Company or any of its Subsidiaries in any manner
that might cause the borrowing or the application of such proceeds to violate
Regulation U, Regulation T or Regulation X of the Board of
Governors of the Federal Reserve System or any other regulation of such Board or
to violate the Exchange Act, in each case as in effect on the date or dates of
such borrowing and such use of proceeds.

         

        
          	
                  2.6  

                	
                  Special Provisions
      Governing Eurodollar Rate
Loans.

                


        

         

        Notwithstanding
any other provision of this Agreement to the contrary, the following provisions
shall govern with respect to Eurodollar Rate Loans as to the matters
covered:

         

        A.  Determination of Applicable Interest
Rate.  On each Interest Rate Determination Date, Administrative
Agent shall determine in accordance with the terms of this Agreement (which
determination shall, absent manifest error, be conclusive and binding upon all
parties) the interest rate that shall apply to the Eurodollar Rate Loans for
which an interest rate is then being determined for the applicable Interest
Period and shall promptly give notice thereof (in writing or by telephone
confirmed in writing) to Company and each applicable Lender.

         

        B.  Inability to Determine Applicable
Interest Rate.  In the event that Administrative Agent shall
have determined (which determination shall be conclusive and binding upon all
parties hereto), on any Interest Rate Determination Date, that by reason of
circumstances affecting the London interbank market adequate and fair means do
not exist for ascertaining the interest rate applicable to such Loans on the
basis provided for in the definition of “Eurodollar Rate,” Administrative Agent
shall on such date give notice (by telefacsimile or by telephone confirmed in
writing) to Company and each Lender of such determination, whereupon (i) no
Loans may be made as, or converted to, Eurodollar Rate Loans until such time as
Administrative Agent notifies Company and Lenders that the circumstances giving
rise to such notice no longer exist and (ii) any Notice of Borrowing or
Notice of Conversion/Continuation given by Company with respect to the Loans in
respect of which such determination was made shall be deemed to be for a Base
Rate Loan.

         

        C.  Illegality or Impracticability of
Eurodollar Rate Loans.  In the event that on any date any
Lender shall have determined (which determination shall be conclusive and
binding upon all parties hereto but shall be made only after consultation with
Company and Administrative Agent) that the making, maintaining or continuation
of its Eurodollar Rate Loans (i) has become unlawful as a result of
compliance by such Lender in good faith with any law, treaty, governmental rule,
regulation, guideline or order (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having the force of law
even though the failure to comply therewith would not be unlawful)
or

         


        
          
            
            

          

          
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        (ii) has
become impracticable, or would cause such Lender material hardship, as a result
of contingencies occurring after the date of this Agreement which materially and
adversely affect the London interbank market or the position of such Lender in
that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall
on that day give notice (by telefacsimile or by telephone confirmed in writing)
to Company and Administrative Agent of such
determination.  Administrative Agent shall promptly notify each other
Lender of the receipt of such notice.  Thereafter (a) the
obligation of the Affected Lender to make Loans as, or to convert Loans to,
Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by
the Affected Lender, (b) to the extent such determination by the Affected
Lender relates to a Eurodollar Rate Loan then being requested by Company
pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the
Affected Lender shall make such Loan as (or convert such Loan to, as the case
may be) a Base Rate Loan, (c) the Affected Lender’s obligation to maintain
its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be
terminated at the earlier to occur of the expiration of the Interest Period then
in effect with respect to the Affected Loans or when required by law, and
(d) the Affected Loans shall automatically convert into Base Rate Loans on
the date of such termination.  Notwithstanding the foregoing, to the
extent a determination by an Affected Lender as described above relates to a
Eurodollar Rate Loan then being requested by Company pursuant to a Notice of
Borrowing or a Notice of Conversion/Continuation, Company shall have the option,
subject to the provisions of subsection 2.6D, to rescind such Notice of
Borrowing or Notice of Conversion/Continuation as to all Lenders by giving
notice (by telefacsimile or by telephone confirmed in writing) to Administrative
Agent of such rescission on the date on which the Affected Lender gives notice
of its determination as described above.  Administrative Agent shall
promptly notify each other Lender of the receipt of such
notice.  Except as provided in the immediately preceding sentence,
nothing in this subsection 2.6C shall affect the obligation of any Lender
other than an Affected Lender to make or maintain Loans as, or to convert Loans
to, Eurodollar Rate Loans in accordance with the terms of this
Agreement.

         


        
          
            
            

          

          
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        D.  Compensation For Breakage or
Non-Commencement of Interest Periods.  Company shall compensate
each Lender, upon written request by that Lender pursuant to
subsection 2.8, for all reasonable losses, expenses and liabilities
(including any interest paid by that Lender to lenders of funds borrowed by it
to make or carry its Eurodollar Rate Loans and any reasonable loss, expense or
liability sustained by that Lender in connection with the liquidation or
re-employment of such funds) which that Lender may
sustain:  (i) if for any reason (other than a default by that
Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date
specified therefor in a Notice of Borrowing or a telephonic request therefor, or
a conversion to or continuation of any Eurodollar Rate Loan, does not occur on a
date specified therefor in a Notice of Conversion/Continuation or a telephonic
request therefor, (ii) if any prepayment (including any prepayment pursuant
to subsection 2.4B(i) or 2.4B(iii)) or other principal payment or any conversion
of any of its Eurodollar Rate Loans (including any prepayment or conversion
occasioned by the circumstances described in subsection 2.6C) occurs on a date
prior to the last day of an Interest Period applicable to that Loan,
(iii) if any prepayment of any of its Eurodollar Rate Loans is not made on
any date specified in a notice of prepayment given by Company, or (iv) as a
consequence of any other default by Company in the repayment of its Eurodollar
Rate Loans when required by the terms of this Agreement.

         

        E.  Booking of Eurodollar Rate
Loans.  Any Lender may make, carry or transfer Eurodollar Rate
Loans at, to, or for the account of any of its branch offices or the office of
an Affiliate of that Lender.

         

        F.  Assumptions Concerning Funding of
Eurodollar Rate Loans.  Calculation of all amounts payable to a
Lender under this subsection 2.6 and under subsection 2.7A shall be
made as though that Lender had funded each of its Eurodollar Rate Loans through
the purchase of a Eurodollar deposit bearing interest at the rate obtained
pursuant to clause (i) of the definition of “Eurodollar Rate” in an amount
equal to the amount of such Eurodollar Rate Loan and having a maturity
comparable to the relevant Interest Period, whether or not its Eurodollar Rate
Loans had been funded in such manner.

         

        G.  Eurodollar Rate Loans After
Default.  After the occurrence of and during the continuation
of a Potential Event of Default or an Event of Default, (i) Company may not
elect to have a Loan be made or maintained as, or converted to, a Eurodollar
Rate Loan after the expiration of any Interest Period then in effect for that
Loan and (ii) subject to the provisions of subsection 2.6D, any Notice
of Borrowing or Notice of Conversion/Continuation given by Company with respect
to a requested borrowing or conversion/continuation that has not yet occurred
shall be deemed to be for a Base Rate Loan or, if the conditions to making a
Loan set forth in subsection 4.2 cannot then be satisfied, to be rescinded
by Company.

         

        
          	
                  2.7  

                	
                  Increased Costs;
      Taxes; Capital
Adequacy.

                


        

         

        A.  Compensation for Increased
Costs.  Subject to the provisions of subsection 2.7B
(which shall be controlling with respect to the matters covered thereby), in the
event that any Lender (including any Issuing Lender) shall reasonably determine
(which determination shall, absent manifest error, be final and conclusive and
binding upon all parties hereto) that any Change in Law:

         


        
          
            
            

          

          
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        (i)  subjects
such Lender to any additional tax of any kind whatsoever with respect to this
Agreement or any of its obligations hereunder (including with respect to issuing
or maintaining any Letters of Credit or purchasing or maintaining any
participations therein or maintaining any Commitment hereunder) or any payments
to such Lender of principal, interest, fees or any other amount payable
hereunder (except for the imposition of, or any change in the rate of, any
Excluded Tax payable by such Lender);

         

        (ii)  imposes,
modifies or holds applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets held by, or deposits or
other liabilities in or for the account of, or advances or loans by, or other
credit extended by, or any other acquisition of funds by, any office of such
Lender (other than any such reserve or other requirements with respect to
Eurodollar Rate Loans that are reflected in the definition of “Eurodollar
Rate”); or

         

        (iii)  imposes
any other condition (other than with respect to Taxes) on or affecting such
Lender or its obligations hereunder or the London interbank market;

         

        and the
result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining its Loans or Commitments or agreeing to
issue, issuing or maintaining any Letter of Credit or agreeing to purchase,
purchasing or maintaining any participation therein or to reduce any amount
received or receivable by such Lender with respect thereto; then, in any such
case, Company shall promptly pay to such Lender, upon receipt of the statement
referred to in subsection 2.8A, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender reasonably shall determine) as may be necessary to
compensate such Lender on an after-tax basis for any such increased cost or
reduction in amounts received or receivable hereunder; provided, however, that Company
shall not be required to compensate a Lender pursuant to this
subsection 2.7A for any increased cost or reduction in respect of a period
occurring more than 90 days prior to the date on which such Lender notifies
Company of such Change in Law and such Lender’s intention to claim compensation
therefor, except if the Change in Law giving rise to such increased cost or
reduction is retroactive, no such time limitation shall apply so long as such
Lender requests compensation within 90 days from the date on which the
applicable Government Authority informed such Lender of such Change in
Law.

         

        B.  Taxes.

         

        (i)  Payments to Be Free and
Clear.  Any and all payments by or on account of any obligation
of Company under this Agreement and the other Loan Documents shall be made free
and clear of, and without any deduction or withholding on account of, any
Indemnified Taxes or Other Taxes.

         

        (ii)  Grossing-up of
Payments.  If Company or any other Person is required by law to
make any deduction or withholding on account of any Tax from any sum paid or
payable by Company to Administrative Agent or any Lender under any of the Loan
Documents:

         


        
          
            
            

          

          
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        (a)  Company
shall notify Administrative Agent of any such requirement or any change in any
such requirement as soon as Company becomes aware of it;

         

        (b)  Company
shall timely pay any such Tax to the relevant Government Authority when such Tax
is due, in accordance with applicable law;

         

        (c)  unless
such Tax is an Excluded Tax, the sum payable by Company shall be increased to
the extent necessary to ensure that, after making the required deductions
(including deductions applicable to additional sums payable under this
subsection 2.7B(ii)), Administrative Agent or such Lender, as the case may be,
receives on the due date a net sum equal to the sum it would have received had
no such deduction been required or made; and

         

        (d)  within 30
days after paying any sum from which it is required by law to make any such
deduction, and within 30 days after the due date of payment of any Tax which it
is required by clause (b) above to pay, Company shall deliver to Administrative
Agent the original or a certified copy of an official receipt or other document
satisfactory to the other affected parties to evidence the payment and its
remittance to the relevant Government Authority.

         

        (iii)  Indemnification by
Company.  Company shall indemnify Administrative Agent and each
Lender, within 10 days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including for the full amount of any
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this subsection 2.7B(iii)) paid by Administrative
Agent or such Lender, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Government Authority.  A certificate as to
the amount of such payment or liability delivered to Company by a Lender (with a
copy to Administrative Agent), or by Administrative Agent on its own behalf or
on behalf of a Lender, shall be conclusive absent manifest error.

         

        (iv)  Tax Status of
Lenders.  Unless not legally entitled to do so:

         

        (a)  any
Lender, if requested by Company or Administrative Agent, shall deliver such
forms or other documentation prescribed by applicable law or reasonably
requested by Company or Administrative Agent as will enable Company or
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements;

         


        
          
            
            

          

          
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        (b)  any
Foreign Lender that is entitled to an exemption from or reduction of any Tax
with respect to payments hereunder or under any other Loan Document shall
deliver to Company and Administrative Agent, on or prior to the date on which
such Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter, as may be necessary in the determination of Company or
Administrative Agent, each in the reasonable exercise of its discretion), such
properly completed and duly executed forms or other documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate of withholding;

         

        (c)  without
limiting the generality of the foregoing, in the event that Company is resident
for tax purposes in the United States, any Foreign Lender shall deliver to
Company and Administrative Agent (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Lender becomes a
Lender under this Agreement (and from time to time thereafter, as may be
necessary in the determination of Company or Administrative Agent, each in the
reasonable exercise of its discretion), whichever of the following is
applicable:

         

        (1)  properly
completed and duly executed copies of Internal Revenue Service Form W-8BEN
claiming eligibility for benefits of an income tax treaty to which the United
States is a party,

         

        (2)  properly
completed and duly executed copies of Internal Revenue Service
Form W-8ECI,

         

        (3)  in the
case of a Foreign Lender claiming the benefits of the exemption “portfolio
interest” under Section 881(c) of the Internal Revenue Code, (A) a duly executed
certificate to the effect that such Foreign Lender is not (i) a “bank”
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ii) a
ten-percent shareholder (within the meaning of Section 881(c)(3)(B) of the
Internal Revenue Code) of Company or (iii) a controlled foreign corporation
described in Section 881(c)(3)(C) of the Internal Revenue Code and (B) properly
completed and duly executed copies of Internal Revenue Service Form
W-8BEN.

         

        (4)  properly
completed and duly executed copies of any other form prescribed by applicable
law as a basis for claiming exemption from or a reduction in any
Tax,

         

        in each
case together with such supplementary documentation as may be prescribed by
applicable law to permit Company and Administrative Agent to determine the
withholding or deduction required to be made, if any;

         


        
          
            
            

          

          
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        (d)  without
limiting the generality of the foregoing, in the event that Company is resident
for tax purposes in the United States, any Foreign Lender that does not act or
ceases to act for its own account with respect to any portion of any sums paid
or payable to such Lender under any of the Loan Documents (for example, in the
case of a typical participation by such Lender) shall deliver to Administrative
Agent and Company (in such number of copies as shall be requested by the
recipient), on or prior to the date such Foreign Lender becomes a Lender, or on
such later date when such Foreign Lender ceases to act for its own account with
respect to any portion of any such sums paid or payable, and from time to time
thereafter, as may be necessary in the determination of Company or
Administrative Agent (each in the reasonable exercise of its
discretion):

         

        (1)  duly
executed and properly completed copies of the forms and statements required to
be provided by such Foreign Lender under clause (c) of
subsection 2.7B(iv), to establish the portion of any such sums paid or
payable with respect to which such Lender acts for its own account and may be
entitled to an exemption from or a reduction of the applicable Tax,
and

         

        (2)  duly
executed and properly completed copies of Internal Revenue Service
Form W-8IMY (or any successor forms) properly completed and duly executed
by such Foreign Lender, together with any information, if any, such Foreign
Lender chooses to transmit with such form, and any other certificate or
statement of exemption required under the Internal Revenue Code or the
regulations thereunder, to establish that such Foreign Lender is not acting for
its own account with respect to a portion of any such sums payable to such
Foreign Lender;

         

        (e)  without
limiting the generality of the foregoing, in the event that Company is resident
for tax purposes in the United States, any Lender that is not a Foreign Lender
and has not otherwise established to the reasonable satisfaction of Company and
Administrative Agent that it is an exempt recipient (as defined in
section 6049(b)(4) of the Internal Revenue Code and the United States
Treasury Regulations thereunder) shall deliver to Company and Administrative
Agent (in such number of copies as shall be requested by the recipient) on or
prior to the date on which such Lender becomes a Lender under this Agreement
(and from time to time thereafter as prescribed by applicable law or upon the
request of Company or Administrative Agent), duly executed and properly
completed copies of Internal Revenue Service Form W-9;

         


        
          
            
            

          

          
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        (f)  without
limiting the generality of the foregoing, each Lender hereby agrees, from time
to time after the initial delivery by such Lender of such forms, whenever a
lapse in time or change in circumstances renders such forms, certificates or
other evidence so delivered obsolete or inaccurate in any material respect, that
such Lender shall promptly (1) deliver to Administrative Agent and Company
two original copies of renewals, amendments or additional or successor forms,
properly completed and duly executed by such Lender, together with any other
certificate or statement of exemption required in order to confirm or establish
that such Lender is entitled to an exemption from or reduction of any Tax with
respect to payments to such Lender under the Loan Documents and, if applicable,
that such Lender does not act for its own account with respect to any portion of
such payment, or (2) notify Administrative Agent and Company of its
inability to deliver any such forms, certificates or other evidence;
and

         

        (g)  If an
Agent or a Lender determines, in its sole discretion, that is has received a
refund of any Taxes or Other Taxes as to which it has been indemnified by
Company or with respect to which Company has paid additional amounts pursuant to
this Section, it shall pay over such refund to Company (but only to the extent
of indemnity payments made, or additional amounts paid by Company under this
Section with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of such Agent or such Lender and without
interest (other than any interest paid by the relevant Government Authority with
respect to such refund); provided that
Company, upon the request of such Agent or such Lender, agrees to repay the
amount paid over to Company (plus any penalties,
interest or other charges imposed by the relevant Government Authority) to such
Agent or such Lender in the event such Agent or such Lender is required to repay
such refund to such Government Authority.  This subsection shall not
be construed to require any Agent or Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to
Company or any other Person.

         


        
          
            
            

          

          
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        C.  Capital Adequacy
Adjustment.  If any Lender shall have determined that any
Change in Law regarding capital adequacy has or would have the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of, or with reference to, such Lender’s
Loans or Commitments or Letters of Credit or participations therein or other
obligations hereunder with respect to the Loans or the Letters of Credit to a
level below that which such Lender or such controlling corporation could have
achieved but for such Change in Law (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within five Business Days after receipt by Company from
such Lender of the statement referred to in subsection 2.8A, Company shall
pay to such Lender such additional amount or amounts as will compensate such
Lender or such controlling corporation for such reduction, increased to the
extent necessary to take into account any tax incurred or payable by such Lender
as a result of the obligation of Company to pay such additional amounts; provided, however, that Company
shall not be required to compensate a Lender pursuant to this
subsection 2.7C for any reduction in respect of a period occurring more
than 90 days prior to the date on which such Lender notifies Company of such
Change in Law and such Lender’s intention to claim compensation therefor,
except, if the Change in Law giving rise to such reduction is retroactive, no
such time limitation shall apply so long as such Lender requests compensation
within 90 days from the date on which the applicable Government Authority
informed such Lender of such Change in Law.

         

        
          	
                  2.8  

                	
                  Statement of Lenders;
      Obligation of Lenders and Issuing Lenders to
      Mitigate.

                


        

         

        A.  Statements.  Each
Lender claiming compensation or reimbursement pursuant to subsection 2.6D, 2.7
or 2.8B shall deliver to Company (with a copy to Administrative Agent) a written
statement, setting forth in reasonable detail the basis of the calculation of
such compensation or reimbursement, which statement shall be conclusive and
binding upon all parties hereto absent manifest error.

         

        B.  Mitigation.  Each
Lender and Issuing Lender agrees that, as promptly as practicable after the
officer of such Lender or Issuing Lender responsible for administering the Loans
or Letters of Credit of such Lender or Issuing Lender, as the case may be,
becomes aware of the occurrence of an event or the existence of a condition that
would cause such Lender to become an Affected Lender or that would entitle such
Lender or Issuing Lender to receive payments under subsection 2.7, it will
use reasonable effort to make, issue, fund or maintain the Commitments of such
Lender or the Loans or Letters of Credit of such Lender or Issuing Lender
through another lending or letter of credit office of such Lender or Issuing
Lender, if (i) as a result thereof the circumstances which would cause such
Lender to be an Affected Lender would cease to exist or the additional amounts
which would otherwise be required to be paid to such Lender or Issuing Lender
pursuant to subsection 2.7 would be materially reduced and (ii) as
determined by such Lender or Issuing Lender in its sole discretion, such action
would not otherwise be disadvantageous to such Lender or Issuing Lender; provided that such
Lender or Issuing Lender will not be obligated to utilize such other lending or
letter of credit office pursuant to this subsection 2.8B unless Company
agrees to pay all incremental expenses incurred by such Lender or Issuing Lender
as a result of utilizing such other lending or letter of credit office as
described above.

         


        
          
            
            

          

          
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                  2.9  

                	
                  Replacement of a
      Lender.

                


        

         

        If
Company receives a statement of amounts due pursuant to subsection 2.8A
from a Lender, a Revolving Lender defaults in its obligations to fund a
Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”)
refuses to consent to an amendment, modification or waiver of this Agreement
(other than a consent to participate in the extensions of credit provided for in
subsections 2.1A(v) and 3.6) that, pursuant to subsection 10.6, requires
consent of 100% of the Lenders or 100% of the Lenders with Obligations directly
affected or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as
such Lender is not an Issuing Lender with respect to any Letters of Credit
outstanding (unless all such Letters of Credit are terminated or arrangements
acceptable to such Issuing Lender (such as a “back-to-back” letter of credit)
are made), Company may require the Subject Lender to assign all of its Loans and
Commitments to such other Lender, Lenders, Eligible Assignee or Eligible
Assignees pursuant to the provisions of subsection 10.1B; provided that, prior
to or concurrently with such replacement, (1) the Subject Lender shall have
received payment in full of all principal, interest, fees and other amounts
(including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if
applicable)) through such date of replacement and a release from its obligations
under the Loan Documents, (2) the processing fee required to be paid by
subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all
of the requirements for such assignment contained in subsection 10.1B,
including the consent of Administrative Agent (if required) and the receipt by
Administrative Agent of an executed Assignment Agreement executed by the
assignee (Administrative Agent being hereby authorized to execute any Assignment
Agreement on behalf of a Subject Lender relating to the assignment of Loans
and/or Commitments of such subject Lender) and other supporting documents, have
been fulfilled, (4) in the event such Subject Lender is a Non-Consenting
Lender, each assignee shall consent, at the time of such assignment, to each
matter in respect of which such Subject Lender was a Non-Consenting Lender and
Company also requires each other Subject Lender that is a Non-Consenting Lender
to assign its Loans and Commitments, and (5) Requisite Lenders or Requisite
Class Lenders, as the case may be, shall have approved such amendment,
modification or waiver of this Agreement.  For the avoidance of doubt,
if a Lender is a Non-Consenting Lender solely because it refused to consent to
an amendment, modification or waiver that required the consent of 100% of
Lenders with Obligations directly affected thereby (which amendment,
modification or waiver did not accordingly require the consent of 100% of all
Lenders), Company may, with prior consent from Administrative Agent (such
consent not to be unreasonably withheld or delayed), require such Non-Consenting
Lender to assign only those Loans and Commitments of such Non-Consenting Lender
that constitute the Obligations directly affected by the amendment, modification
or waiver to which such Non-Consenting Lender refused to provide its
consent.

         


        
          
            
            

          

          
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Section 3.  LETTERS OF
CREDIT

         

        
          	
                  3.1  

                	
                  Issuance of Revolving
      Letters of Credit and Lenders’ Purchase of Participations
      Therein.

                


        

         

        A.  Revolving Letters of
Credit.  Company or any of its Subsidiaries may request, in
accordance with the provisions of this subsection 3.1, from time to time
during the period from the Closing Date to but excluding the Revolving Loan
Commitment Termination Date, that one or more Revolving Lenders issue Revolving
Letters of Credit for the account of Company or such Subsidiary for the purposes
specified in the definition of “Letters of Credit.”  Subject to the
terms and conditions of this Agreement and in reliance upon the representations
and warranties of Company herein set forth, any one or more Revolving Lenders
may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to
issue such Revolving Letters of Credit in accordance with the provisions of this
subsection 3.1; provided that Company
shall not request that any Revolving Lender issue (and no Revolving Lender shall
issue):

         

        (i)  any
Revolving Letter of Credit if, after giving effect to such issuance, the Total
Utilization of Revolving Loan Commitments would exceed the Revolving Loan
Commitment Amount then in effect;

         

        (ii)  any
Revolving Letter of Credit if, after giving effect to such issuance, the
Revolving Letter of Credit Usage would exceed $700,000,000;

         

        (iii)  any
Revolving Letter of Credit having an expiration date later than five Business
Days prior to the Revolving Loan Commitment Termination Date; it being
understood that any Issuing Lender may agree to issue a Revolving Letter of
Credit that will automatically be extended for one or more successive periods
unless such Issuing Lender elects not to extend for any such additional period;
provided that
such Issuing Lender shall elect not to extend such Revolving Letter of Credit if
it has knowledge that an Event of Default has occurred and is continuing (and
has not been waived in accordance with subsection 10.6) at the time such
Issuing Lender must elect whether or not to allow such extension; providedfurther, that in no
event shall an expiration date of any Revolving Letter of Credit so extended be
later than the Revolving Loan Commitment Termination Date;

         

        (iv)  Revolving
Letters of Credit issued for the purpose of supporting trade payables in an
aggregate face amount greater than $300,000,000; or

         

        (v)  Revolving
Letters of Credit issued for the purpose of supporting any Indebtedness
constituting “antecedent debt” (as such term is used in Section 547 of the
Bankruptcy Code).

         


        
          
            
            

          

          
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        On and
after the Closing Date, the Existing Letters of Credit shall be deemed for all
purposes, including for purposes of the fees to be collected pursuant to
subsection 3.2, and reimbursement of costs and expenses to the extent
provided herein, to be Revolving Letters of Credit outstanding under this
Agreement and entitled to the benefits of this Agreement and the other Loan
Documents, and shall be governed by the applications and agreements pertaining
thereto and by this Agreement; provided, however, that,
notwithstanding any other provision of this Agreement, no fees with respect to
the issuance of the Existing Letters of Credit shall be due
hereunder.

         

        B.  Mechanics of
Issuance.

         

        (i)  Request for Revolving Letter
of Credit Issuance.  Whenever Company desires the issuance of a
Revolving Letter of Credit, it shall deliver to a Revolving Lender (which shall
be the Issuing Lender with respect thereto), with a copy to Administrative
Agent, a Request for Revolving Letter of Credit Issuance no later than
2:00 P.M. (New York City time) at least three Business Days, or such
shorter period as may be agreed to by the Issuing Lender in any particular
instance, in advance of the proposed date of issuance. The Issuing Lender, in
its reasonable discretion, may require changes in the text of the proposed
Revolving Letter of Credit or any documents described in or attached to the
Request for Revolving Letter of Credit Issuance.  In furtherance of
the provisions of subsection 10.8, and not in limitation thereof, Company may
submit Requests for Revolving Letter of Credit Issuance by telefacsimile and
Administrative Agent and Issuing Lenders may rely and act upon any such Request
for Revolving Letter of Credit Issuance without receiving an original signed
copy thereof.  No Revolving Letter of Credit shall require payment
against a conforming demand for payment to be made thereunder on the same
business day (under the laws of the jurisdiction in which the office of the
Issuing Lender to which such demand for payment is required to be presented is
located) on which such demand for payment is presented if such presentation is
made after 10:00 A.M. (in the time zone of such office of the Issuing
Lender) on such business day.

         

        Company
shall notify the applicable Issuing Lender (and Administrative Agent, if
Administrative Agent is not such Issuing Lender) prior to the issuance of any
Revolving Letter of Credit in the event that any of the matters to which Company
is required to certify in the applicable Request for Revolving Letter of Credit
Issuance is no longer true and correct in all material respects as of the
proposed date of issuance of such Revolving Letter of Credit, and upon the
issuance of any Revolving Letter of Credit, Company shall be deemed to have
re-certified, as of the date of such issuance, as to the matters to which
Company is required to certify in the applicable Request for Revolving Letter of
Credit Issuance.

         


        
          
            
            

          

          
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        (ii)  Determination of Issuing
Lender.  Company may request any Revolving Lender to issue a
Revolving Letter of Credit by delivering to such Revolving Lender, with a copy
to Administrative Agent, a Request for Revolving Letter of Credit Issuance
pursuant to subsection 3.1B(i) requesting the issuance of such Revolving Letter
of Credit.  In the event that such Revolving Lender, in its sole
discretion, elects not to issue such Revolving Letter of Credit, such Revolving
Lender shall promptly so notify Company and Administrative Agent, whereupon
Company may request any other Revolving Lender to issue such Revolving Letter of
Credit by delivering to such Revolving Lender a copy of the applicable Request
for Revolving Letter of Credit Issuance.  Any Revolving Lender so
requested to issue such Revolving Letter of Credit shall promptly notify Company
and Administrative Agent whether or not, in its sole discretion, it has elected
to issue such Revolving Letter of Credit, and any such Revolving Lender that so
elects to issue such Revolving Letter of Credit shall be the Issuing Lender with
respect thereto.  In the event that all other Revolving Lenders
requested by Company have declined to issue such Revolving Letter of Credit,
Wells Fargo shall be obligated to issue such Revolving Letter of Credit and
shall be the Issuing Lender with respect thereto, notwithstanding the fact that
the Revolving Letter of Credit Usage with respect to such Revolving Letter of
Credit and with respect to all other Revolving Letters of Credit issued by
Administrative Agent, when aggregated with Administrative Agent’s outstanding
Revolving Loans and Swing Line Loans, may exceed the amount of Administrative
Agent’s Revolving Loan Commitment then in effect; provided that the
Issuing Lender shall not be obligated to issue any Revolving Letter of Credit
denominated in a foreign currency which in the judgment of Administrative Agent
is not readily and freely available.

         

        (iii)  Issuance of Revolving Letter
of Credit.  Upon satisfaction or waiver (in accordance with
subsection 10.6) of the conditions set forth in subsection 4.3, the Issuing
Lender shall issue the requested Revolving Letter of Credit in accordance with
the Issuing Lender’s standard operating procedures.

         

        (iv)  Notification to Revolving
Lenders.  Upon the issuance of or amendment to any Revolving
Letter of Credit, the applicable Issuing Lender shall promptly notify
Administrative Agent and Company of such issuance or amendment in writing and
such notice shall be accompanied by a copy of such Revolving Letter of Credit or
amendment.  Upon receipt of such notice (or, if Administrative Agent
is the Issuing Lender, together with such notice), Administrative Agent shall
notify each Revolving Lender in writing of such issuance or amendment and the
amount of such Revolving Lender’s respective participation in such Revolving
Letter of Credit or amendment, and, if so requested by a Revolving Lender,
Administrative Agent shall provide such Revolving Lender with a copy of such
Revolving Letter of Credit or amendment.  In the event any Issuing
Lender is other than Administrative Agent, such Issuing Lender will send by
facsimile transmission to Administrative Agent, promptly upon the first Business
Day of each calendar quarter, a report of its daily aggregate maximum amount
available for drawing under Letters of Credit for the previous
week.  Upon receipt of such report, Administrative Agent shall notify
each Revolving Lender in writing of the contents thereof.

         


        
          
            
            

          

          
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        C.  Revolving Lenders’ Purchase of
Participations in Revolving Letters of Credit.  Immediately
upon the issuance of each Revolving Letter of Credit, each Revolving Lender
shall be deemed to, and hereby agrees to, have irrevocably purchased from the
Issuing Lender a participation in such Revolving Letter of Credit and any
drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share
of the maximum amount that is or at any time may become available to be drawn
thereunder.

         

        
          	
                  3.2  

                	
                  Revolving Letter of
      Credit Fees.

                


        

         

        Company
agrees to pay the following amounts with respect to Revolving Letters of Credit
issued hereunder:

         

        (i)  with
respect to each Revolving Letter of Credit, (a) a fronting fee, payable directly
to the applicable Issuing Lender for its own account, equal to 0.125% per annum
of the daily amount available to be drawn under such Revolving Letter of Credit,
(b) a letter of credit fee for financial Revolving Letters of Credit, payable to
Administrative Agent for the account of Revolving Lenders, equal to the
applicable Eurodollar Rate Margin for Revolving Loans, plus, upon the
application of increased rates of interest pursuant to subsection 2.2E, 2%
per annum, multiplied by the
daily amount available to be drawn under such Revolving Letter of Credit, and
(c) a letter of credit fee for performance Revolving Letters of Credit, payable
to Administrative Agent for the account of Revolving Lenders, equal to the
applicable Eurodollar Rate Margin for Revolving Loans minus 0.25% per
annum, plus,
upon the application of increased rates of interest pursuant to
subsection 2.2E, 2% per annum, multiplied by the
daily amount available to be drawn under such Revolving Letter of Credit, each
such fronting fee or letter of credit fee to be payable in arrears on and to
(but excluding) the last Business Day of each Fiscal Quarter of each year and
computed on the basis of a 360-day year for the actual number of days elapsed;
and

         

        (ii)  with
respect to the issuance, amendment or transfer of each Revolving Letter of
Credit and each payment of a drawing made thereunder (without duplication of the
fees payable under clause (i) above), documentary and processing charges
payable directly to the applicable Issuing Lender for its own account in
accordance with such Issuing Lender’s standard schedule for such charges in
effect at the time of such issuance, amendment, transfer or payment, as the case
may be.

         

        For
purposes of calculating any fees payable under clause (i) of this
subsection 3.2, (1) the daily amount available to be drawn under any
Revolving Letter of Credit shall be determined as of the close of business on
any date of determination and (2) any amount described in such clause that
is denominated in a currency other than Dollars shall be valued based on the
applicable Exchange Rate for such currency as of the applicable date of
determination.

         


        
          
            
            

          

          
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                  3.3  

                	
                  Drawings and
      Reimbursement of Amounts Paid Under Revolving Letters of
      Credit.

                


        

         

        A.  Responsibility of Issuing Lender With
Respect to Drawings.  In determining whether to honor any
drawing under any Revolving Letter of Credit by the beneficiary thereof, the
Issuing Lender thereof shall be responsible only to examine the documents
delivered under such Revolving Letter of Credit with reasonable care so as to
ascertain whether they appear on their face to be in accordance with the terms
and conditions of such Revolving Letter of Credit.

         

        B.  Reimbursement by Company of Amounts
Paid Under Revolving Letters of Credit.  In the event an
Issuing Lender has determined to honor a drawing under a Revolving Letter of
Credit issued by it, such Issuing Lender shall immediately notify Company and
Administrative Agent, and Company shall reimburse such Issuing Lender on or
before the Business Day immediately following the date on which such drawing is
honored (the “Revolving Letter
of Credit Reimbursement Date”) in an amount in Dollars (which amount, in
the case of a payment under a Revolving Letter of Credit which is denominated in
a currency other than Dollars, shall be calculated by reference to the
applicable Exchange Rate) or, at the option of such Issuing Lender, in the case
of a Revolving Letter of Credit denominated in a currency other than Dollars, in
such other currency and in same day funds equal to the amount of such payment;
provided that,
anything contained in this Agreement to the contrary notwithstanding,
(i) unless Company shall have notified Administrative Agent and such
Issuing Lender prior to 10:00 A.M. (New York City time) on the date such
drawing is honored that Company intends to reimburse such Issuing Lender for the
amount of such payment with funds other than the proceeds of Revolving Loans,
Company shall be deemed to have given a timely Notice of Borrowing to
Administrative Agent requesting Revolving Lenders to make Revolving Loans that
are Base Rate Loans on the Revolving Letter of Credit Reimbursement Date in an
amount in Dollars (which amount, in the case of a payment under a Revolving
Letter of Credit which is denominated in a currency other than Dollars, shall be
calculated by reference to the applicable Exchange Rate) equal to the amount of
such payment and (ii) subject to satisfaction or waiver of the conditions
specified in subsection 4.2B, Revolving Lenders shall, on the Revolving
Letter of Credit Reimbursement Date, make Revolving Loans that are Base Rate
Loans in the amount of such payment, the proceeds of which shall be applied
directly by Administrative Agent to reimburse such Issuing Lender for the amount
of such payment; and providedfurther, that if for
any reason proceeds of Revolving Loans are not received by such Issuing Lender
on the Revolving Letter of Credit Reimbursement Date in an amount equal to the
amount of such payment, Company shall reimburse such Issuing Lender, on demand,
in an amount in same day funds equal to the excess of the amount of such payment
over the aggregate amount of such Revolving Loans, if any, which are so
received.  Nothing in this subsection 3.3B shall be deemed to
relieve any Revolving Lender from its obligation to make Revolving Loans on the
terms and conditions set forth in this Agreement, and Company shall retain any
and all rights it may have against any Revolving Lender resulting from the
failure of such Revolving Lender to make such Revolving Loans under this
subsection 3.3B.

         


        
          
            
            

          

          
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        C.  Payment by Lenders of Unreimbursed
Amounts Paid Under Revolving Letters of Credit.

         

        (i)  Payment by Revolving
Lenders.  In the event that Company shall fail for any reason
to reimburse any Issuing Lender as provided in subsection 3.3B in an amount
(calculated, in the case of a payment under a Revolving Letter of Credit
denominated in a currency other than Dollars, by reference to the applicable
Exchange Rate) equal to the amount of any payment by such Issuing Lender under a
Revolving Letter of Credit issued by it, such Issuing Lender shall promptly
notify Administrative Agent, who shall promptly notify each Revolving Lender of
the unreimbursed amount of such honored drawing and of such Revolving Lender’s
respective participation therein based on such Revolving Lender’s Pro Rata
Share.  Each Revolving Lender (other than such Issuing Lender) shall
make available to Administrative Agent an amount equal to its respective
participation, in Dollars, in same day funds, at the Funding and Payment Office,
not later than 12:00 Noon (New York City time) on the first Business Day after
the date notified by Administrative Agent and Administrative Agent shall make
available to such Issuing Lender in Dollars in same day funds, at the office of
such Issuing Lender on such Business Day the aggregate amount of the payments so
received by Administrative Agent.  In the event that any Revolving
Lender fails to make available to Administrative Agent on such Business Day the
amount of such Revolving Lender’s participation in such Revolving Letter of
Credit as provided in this subsection 3.3C, such Issuing Lender shall be
entitled to recover such amount on demand from such Revolving Lender together
with interest thereon at the rate customarily used by such Issuing Lender for
the correction of errors among banks for three Business Days and thereafter at
the Base Rate.  Nothing in this subsection 3.3C shall be deemed
to prejudice the right of Administrative Agent to recover, for the benefit of
Revolving Lenders, from any Issuing Lender any amounts made available to such
Issuing Lender pursuant to this subsection 3.3C in the event that it is
determined by the final judgment of a court of competent jurisdiction that the
payment with respect to a Revolving Letter of Credit by such Issuing Lender in
respect of which payments were made by Revolving Lenders constituted gross
negligence or willful misconduct on the part of such Issuing
Lender.

         

        (ii)  Distribution to Lenders of
Reimbursements Received From Company.  In the event any Issuing
Lender shall have been reimbursed by other Revolving Lenders pursuant to
subsection 3.3C(i) for all or any portion of any payment by such Issuing Lender
under a Revolving Letter of Credit issued by it, and Administrative Agent or
such Issuing Lender thereafter receives any payments from Company in
reimbursement of such payment under the Revolving Letter of Credit, to the
extent any such payment is received by such Issuing Lender, such Issuing Lender
shall distribute such payment to Administrative Agent and Administrative Agent
shall distribute to each other Revolving Lender that has paid all amounts
payable by it under subsection 3.3C(i) with respect to such payment such
Revolving Lender’s Pro Rata Share of all payments subsequently received by
Administrative Agent or by such Issuing Lender from Company.  Any such
distribution shall be made to a Revolving Lender at the account specified in
subsection 2.4C(iii).

         


        
          
            
            

          

          
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        D.  Interest on Amounts Paid Under
Revolving Letters of Credit.

         

        (i)  Payment of Interest by
Company.  Company agrees to pay to Administrative Agent, with
respect to payments under any Revolving Letters of Credit issued by any Issuing
Lender, interest on the amount paid by such Issuing Lender in respect of each
such payment from the date a drawing is honored to but excluding the date such
amount is reimbursed by Company (including any such reimbursement out of the
proceeds of Revolving Loans pursuant to subsection 3.3B) at a rate equal to
(a) for the period from the date such drawing is honored to but excluding
the Revolving Letter of Credit Reimbursement Date, the rate then in effect under
this Agreement with respect to Revolving Loans that are Base Rate Loans and
(b) thereafter, a rate which is 2% per annum in excess of the rate of
interest otherwise payable under this Agreement with respect to Revolving Loans
that are Base Rate Loans.  Interest payable pursuant to this
subsection 3.3D(i) shall be computed on the basis of a 360-day year for the
actual number of days elapsed in the period during which it accrues and shall be
payable on demand or, if no demand is made, on the date on which the related
drawing under a Revolving Letter of Credit is reimbursed in full.

         

        (ii)  Distribution of Interest
Payments by Administrative Agent.  Promptly upon receipt by
Administrative Agent of any payment of interest pursuant to subsection 3.3D(i)
with respect to a payment under a Revolving Letter of Credit, (a) Administrative
Agent shall distribute to (x) each Revolving Lender (including the Issuing
Lender) out of the interest received by Administrative Agent in respect of the
period from the date such drawing is honored to but excluding the date on which
the applicable Issuing Lender is reimbursed for the amount of such payment
(including any such reimbursement out of the proceeds of Revolving Loans
pursuant to subsection 3.3B), the amount that such Revolving Lender would
have been entitled to receive in respect of the letter of credit fee that would
have been payable in respect of such Revolving Letter of Credit for such period
pursuant to subsection 3.2 if no drawing had been honored under such
Revolving Letter of Credit and (y) such Issuing Lender the amount, if any,
remaining after payment of the amounts applied pursuant to clause (x), and
(b) in the event such Issuing Lender shall have been reimbursed by other
Revolving Lenders pursuant to subsection 3.3C(i) for all or any portion of such
payment, Administrative Agent shall distribute to each Revolving Lender
(including such Issuing Lender) that has paid all amounts payable by it under
subsection 3.3C(i) with respect to such payment such Revolving Lender’s Pro Rata
Share of any interest received by Administrative Agent in respect of that
portion of such payment so made by Revolving Lenders for the period from the
date on which such Issuing Lender was so reimbursed to but excluding the date on
which such portion of such payment is reimbursed by Company.  Any such
distribution shall be made to a Revolving Lender at the account specified in
subsection 2.4C(iii).

         


        
          
            
            

          

          
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                  3.4  

                	
                  Obligations
      Absolute.

                


        

         

        The
obligation of Company to reimburse each Issuing Lender for payments under the
Letters of Credit issued by it and to repay any Revolving Loans made by
Revolving Lenders pursuant to subsection 3.3B, and the obligations of
Revolving Lenders under subsection 3.3C(i) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including any of the following
circumstances:

         

        (i)  any lack
of validity or enforceability of any Letter of Credit;

         

        (ii)  the
existence of any claim, set-off, defense or other right which Company or any
Lender may have at any time against a beneficiary or any transferee of any
Letter of Credit (or any Persons for whom any such transferee may be acting),
any Issuing Lender, any other Revolving Lender or any other Person or, in the
case of a Revolving Lender, against Company, whether in connection with this
Agreement, the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between Company or one of its Subsidiaries
and the beneficiary for which any Letter of Credit was procured);

         

        (iii)  any draft
or other document presented under any Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;

         

        (iv)  payment
by the applicable Issuing Lender under any Letter of Credit against presentation
of a draft or other document which does not substantially comply with the terms
of such Letter of Credit;

         

        (v)  any
Material Adverse Effect;

         

        (vi)  any
breach of this Agreement or any other Loan Document by any party
thereto;

         

        (vii)  any other
circumstance or happening whatsoever, whether or not similar to any of the
foregoing; or

         

        (viii)  the fact
that an Event of Default or a Potential Event of Default shall have occurred and
be continuing;

         

        provided, in each
case, that payment by the applicable Issuing Lender under the
applicable  Letter of Credit shall not have constituted gross
negligence or willful misconduct of such Issuing Lender under the circumstances
in question (as determined by a final judgment of a court of competent
jurisdiction).

         


        
          
            
            

          

          
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                  3.5  

                	
                  Nature of Issuing
      Lenders’ Duties.

                


        

         

        As
between Company and any Issuing Lender, Company assumes all risks of the acts
and omissions of, or misuse of the Letters of Credit issued by such Issuing
Lender by, the respective beneficiaries of such Letters of Credit.  In
furtherance and not in limitation of the foregoing, such Issuing Lender shall
not be responsible for:  (i) the form, validity, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party in
connection with the application for and issuance of any such Letter of Credit,
even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any such Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with any conditions required in order
to draw upon such  Letter of Credit; (iv) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, whether or not they be in cipher;
(v) errors in interpretation of technical terms; (vi) any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any such Letter of Credit or of the proceeds thereof;
(vii) the misapplication by the beneficiary of any such Letter of Credit of
the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of such Issuing Lender,
including any act or omission by a Government Authority, and none of the above
shall affect or impair, or prevent the vesting of, any of such Issuing Lender’s
rights or powers hereunder.

         

        In
furtherance and extension and not in limitation of the specific provisions set
forth in the first paragraph of this subsection 3.5, any action taken or
omitted by any Issuing Lender under or in connection with the Letters of Credit
issued by it or any documents and certificates delivered thereunder, if taken or
omitted in good faith, shall not put such Issuing Lender under any resulting
liability to Company.

         

        Notwithstanding
anything to the contrary contained in this subsection 3.5, Company shall
retain any and all rights it may have against any Issuing Lender for any
liability arising solely out of the gross negligence or willful misconduct of
such Issuing Lender, as determined by a final judgment of a court of competent
jurisdiction.

         


        
          
            
            

          

          
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                  3.6  

                	
                  Additional Letter of
      Credit Facilities.

                


        

         

        Company
may, at any time and from time to time from and after the Closing Date but prior
to the fourth anniversary of the Closing Date, elect to add one or more
additional letter of credit facilities under this Agreement (each an “Additional Letter of Credit
Facility” and collectively, “Additional Letter of Credit
Facilities”); provided that (i) the
aggregate outstanding Letters of Credit issued under all such Additional Letter
of Credit Facilities shall not exceed $500,000,000, (ii) Company shall execute
and deliver such documents and instruments and take such other actions as may be
reasonably requested by Administrative Agent in connection with the addition of
any Additional Letter of Credit Facility, (iii) no Potential Event of Default or
Event of Default shall have occurred and be continuing or would occur after
giving effect to such Additional Letter of Credit Facility, and (iv) Company and
its Subsidiaries shall be in compliance, on a pro forma basis, with subsection
7.6A, as of the last day of the most recently ended Fiscal
Quarter before and after giving effect to such Additional Letter of Credit
Facility.  Any request under this subsection 3.6 shall be submitted by
Company to Administrative Agent (which shall promptly forward copies to
Lenders).  At the time of sending such request, Company (in
consultation with Administrative Agent) shall specify the time period within
which each Lender is requested to respond (which in no event shall be more than
ten Business Days from the date of delivery of such request).  Company
may also specify any fees offered to those Lenders which agree to provide
commitments pursuant to any Additional Letter of Credit Facility, which fees may
be variable based upon the amount of the commitment which any such Lender is
willing to provide under such Additional  Letter of Credit
Facility.  No Lender shall have any obligation, express or implied, to
provide a commitment under any Additional Letter of Credit
Facility.  No Lender which declines to provide a commitment under any
Additional Letter of Credit Facility may be replaced with respect to its
existing Commitment as a result thereof without such Lender’s
consent.  Each Lender which has agreed to provide a commitment under
any Additional Letter of Credit Facility shall notify Administrative Agent
within the time period specified above of the proposed amount of its
commitment.  Company may accept some or all of the offered amounts or
designate new lenders that qualify as Eligible Assignees and that are reasonably
acceptable to Administrative Agent to provide a commitment under any Additional
Letter of Credit Facility hereunder in accordance with this subsection
3.6.  Company and Administrative Agent shall have discretion jointly
to adjust the allocation of the amounts of all commitments provided under any
Additional Letter of Credit Facility.  Subject to the foregoing, any
Additional Letter of Credit Facility requested by Company shall be effective
upon delivery to Administrative Agent of each of the following
documents:  (i) an originally executed copy of an amendment to this
Agreement signed by Company, Requisite Lenders and any new Lenders; (ii) a
notice to Lenders, in form and substance reasonably acceptable to Administrative
Agent, signed by a duly authorized officer of Company; (iii) an Officer’s
Certificate of Company, in form and substance reasonably acceptable to
Administrative Agent as to the authority of the officer executing the amendment
on behalf of Company; and (iv) any other certificates or documents that
Administrative Agent shall reasonably request, in form and substance reasonably
satisfactory to Administrative Agent.  The aggregate amount of any
Additional Letter of Credit Facility shall be an amount equal to the aggregate
amount of the commitments provided by Lenders under such Additional Letter of
Credit Facility.  Upon effectiveness of any Additional Letter of
Credit Facility, the Pro Rata Share of each Lender will be adjusted to give
effect to the commitments provided under such Additional Letter of Credit
Facility.

         


        
          
            
            

          

          
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Section 4.  CONDITIONS TO LOANS AND LETTERS OF
CREDIT

         

        The
obligations of Lenders to make Loans and the issuance of Revolving Letters of
Credit hereunder are subject to the satisfaction of the following
conditions.

         

        
          	
                  4.1  

                	
                  Conditions to Term
      Loans and Initial Revolving Loans and Swing Line
      Loans.

                


        

         

        The
obligations of Lenders to make the Term Loans and any Revolving Loans and Swing
Line Loans to be made on the Closing Date are, in addition to the conditions
precedent specified in subsection 4.2, subject to prior or concurrent
satisfaction of the following conditions:

         

        A.  Loan Party
Documents.  On or before the Closing Date, Company shall, and
shall cause each other Loan Party (other than the Non-Material Subsidiary
Guarantors in the case of the items described in clauses (i), (ii) and
(iii) below and schedules to the Pledge Agreement, the Security Agreement and
the Subsidiary Guaranty to be delivered by such Non-Material Subsidiary
Guarantors and described in clause (iv) below) to, deliver to Lenders (or to
Joint-Lead Arrangers with sufficient originally executed copies, where
appropriate, for each Lender) the following with respect to Company or such Loan
Party, as the case may be, each, unless otherwise noted, dated the Closing
Date:

         

        (i)  Copies of
the Organizational Documents of such Person, certified by the Secretary of State
of its jurisdiction of organization or, if such document is of a type that may
not be so certified, certified by the secretary or similar officer of the
applicable Loan Party, together with a good standing certificate from the
Secretary of State of its jurisdiction of organization and, to the extent
generally available, a certificate or other evidence of good standing as to
payment of any applicable franchise or similar taxes from the appropriate taxing
authority of such jurisdiction, each dated a recent date prior to the Closing
Date;

         

        (ii)  Resolutions
of the Governing Body of such Person approving and authorizing the execution,
delivery and performance of the Loan Documents to which it is a party, certified
as of the Closing Date by the secretary or similar officer of such Person as
being in full force and effect without modification or amendment;

         

        (iii)  Signature
and incumbency certificates of the officers of such Person executing the Loan
Documents to which it is a party;

         

        (iv)  Executed
originals of the Loan Documents (other than Foreign Pledge Agreements) to which
such Person is a party; and

         

        (v)  Such
other documents as Administrative Agent or Joint-Lead Arrangers may reasonably
request.

         

        B.  Fees.  Company shall
have paid to Administrative Agent, for distribution (as appropriate) to
Administrative Agent or other Agents, Joint-Lead Arrangers and Lenders, the fees
payable on the Closing Date referred to in subsection 2.3.

         


        
          
            
            

          

          
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        C.  Corporate and Capital Structure;
Ownership.  The corporate organizational structure, capital
structure and ownership of Company and its Subsidiaries, both before and after
giving effect to the Acquisition and the Merger, shall be as set forth on Schedule 4.1Cof the
Company Disclosure Letter.

         

        D.  Representations and Warranties;
Performance of Agreements.  Company shall have delivered to
Joint-Lead Arrangers an Officer’s Certificate, in form and substance
satisfactory to Joint-Lead Arrangers, to the effect that the representations and
warranties in Section 5 are true, correct and complete in all material respects
on and as of the Closing Date to the same extent as though made on and as of
that date (or, to the extent such representations and warranties specifically
relate to an earlier date, that such representations and warranties were true,
correct and complete in all material respects on and as of such earlier date)
and that Company shall have performed in all material respects all agreements
and satisfied all conditions which this Agreement provides shall be performed or
satisfied by it on or before the Closing Date except as otherwise disclosed to
and agreed to in writing by Joint-Lead Arrangers; provided that, if a
representation and warranty, covenant or condition is qualified as to
materiality, the applicable materiality qualifier set forth above shall be
disregarded with respect to such representation and warranty, covenant or
condition.

         

        E.  Financial Statements; Pro Forma
Financial Statements.  On or before the Closing Date,
Joint-Lead Arrangers shall have received from Company (i) publicly
available audited financial statements of WGII and its Subsidiaries for Fiscal
Years ended December 31, 2004, December 30, 2005 and December 29, 2006,
consisting of balance sheets and the related consolidated statements of income,
stockholders’ equity and cash flows for such Fiscal Years, audited by Deloitte
& Touche and prepared in conformity with GAAP, together with such
accountants’ report thereon, (ii) publicly available audited financial
statements of Company and its Subsidiaries for the Fiscal Years ended October
31, 2004, December 30, 2005 and December 29, 2006, audited by
PricewaterhouseCoopers and prepared in conformity with GAAP, together with such
accountants’ report thereon, and unaudited financial statements for the
two-month period ended December 31, 2004, in each case consisting of
consolidated balance sheets and the related statements of income, stockholders’
equity and cash flows for such Fiscal Years or two-month period ended December
31, 2004, as applicable, (iii) publicly available unaudited interim
financial statements of WGII and its Subsidiaries as at June 29, 2007,
consisting of a balance sheet and the related consolidated statements of income
and cash flows for the six-month period ending on such date, all in reasonable
detail and certified by the chief financial officer of WGII that they fairly
present the financial condition of WGII and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the
periods indicated, subject to changes resulting from audit and normal year-end
adjustments, (iv) publicly available unaudited interim financial statements
of Company and its Subsidiaries as at June 29, 2007, consisting of a balance
sheet and the related consolidated statements of income  and cash
flows for the six-month period ending on such date, all in reasonable detail and
certified by the chief financial officer of Company that they fairly present the
financial condition of Company and its Subsidiaries as at the dates indicated
and the results of their operations and their cash flows for the periods
indicated, subject to changes resulting from audit and normal year-end
adjustments,

         


        
          
            
            

          

          
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        (v) a
proforma consolidated
balance sheet of Company, WGII and their respective Subsidiaries as at the
Closing Date, prepared in accordance with GAAP and giving effect to the
Transaction, which pro forma financial statements shall be in form and substance
satisfactory to Joint-Lead Arrangers together with a certificate from the chief
financial officer of Company to the effect that such balance sheet fairly
presents the pro forma financial position of Company, WGII and their respective
Subsidiaries, after giving effect to the Transaction, in accordance with GAAP,
and (vi) forecasted financial statements (including balance sheets, and
income and cash flow statements) of Company and its Subsidiaries for the
seven-year period after the Closing Date, such financial statements to be on a
quarterly basis for Fiscal Years 2007 and 2008 and on an annual basis
thereafter, giving effect to transactions contemplated by this Agreement, all of
the foregoing in form and substance satisfactory to Joint-Lead
Arrangers.

         

        F.  Opinions of Counsel to Loan
Parties.  Lenders shall have received originally executed
copies of one or more favorable written opinions of Cooley Godward Kronish LLP,
in form and substance reasonably satisfactory to Joint-Lead Arrangers and their
counsel, dated as of the Closing Date and setting forth substantially the
matters in the opinions designated in Exhibit XI
annexed hereto and as to such other matters as Joint-Lead Arrangers acting on
behalf of Lenders may reasonably request, and favorable written opinions of
other counsel to the Loan Parties in form and substance reasonably satisfactory
to Joint-Lead Arrangers setting forth such matters as Joint-Lead Arrangers may
reasonably request (this Agreement constituting a written request by Company to
such counsel to deliver such opinions to Lenders).

         

        G.  Security Interests in
Collateral.  Joint-Lead Arrangers shall have received evidence
satisfactory to them that Company and Subsidiary Guarantors shall have taken or
caused to be taken all such actions, executed and delivered or caused to be
executed and delivered all such agreements, documents and instruments, and made
or caused to be made all such filings and recordings (other than the filing or
recording of items described in clauses (ii), (iii) and (iv) below) that
may be necessary or, in the opinion of Joint-Lead Arrangers, desirable in order
to create in favor of Administrative Agent, for the benefit of Lenders, a valid
and (upon such filing and recording) perfected First Priority security interest
in all Collateral.  Such actions shall include the
following:

         

        (i)  Stock Certificates and
Instruments.  Delivery to Joint-Lead Arrangers of
(a) certificates (which certificates shall be accompanied by irrevocable
undated stock powers, duly endorsed in blank and otherwise satisfactory in form
and substance to Joint-Lead Arrangers) representing all Capital Stock pledged
pursuant to the Pledge Agreement or the Security Agreement, as applicable, to
the extent such Capital Stock is certificated  (other than any
certificates representing certificated Capital Stock of the Subsidiaries of
Non-Material Subsidiary Guarantors (other than Material Domestic Subsidiaries
and Material Foreign Subsidiaries) and accompanying stock powers) and
(b) all promissory notes or other instruments (duly endorsed, where
appropriate, in a manner satisfactory to Joint-Lead Arrangers) evidencing any
Collateral required to be pledged;

         


        
          
            
            

          

          
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        (ii)  UCC Financing Statements and
Fixture Filings.  Delivery to Joint-Lead Arrangers of duly
completed UCC financing statements and, where appropriate, fixture filings, with
respect to all Collateral of such Loan Party, for filing in all jurisdictions as
may be necessary or, in the opinion of Joint-Lead Arrangers, desirable to
perfect the security interests created in such Collateral pursuant to the
Collateral Documents;

         

        (iii)  Lien Searches and UCC
Termination Statements.  Delivery to Joint-Lead Arrangers of
(a) the results of a recent search, by a Person satisfactory to Joint-Lead
Arrangers, of all effective UCC financing statements and fixture filings and all
judgment and tax lien filings which may have been made with respect to any
personal or mixed property of any Loan Party, together with copies of all such
filings disclosed by such search, and (b) duly completed UCC termination
statements and authorization of the filing thereof from the applicable secured
party as may be necessary to terminate any effective UCC financing statements or
fixture filings disclosed in such search (other than any such financing
statements or fixture filings in respect of Liens permitted to remain
outstanding pursuant to the terms of this Agreement); and

         

        (iv)  Cover Sheets,
etc.  Delivery to Joint-Lead Arrangers of all cover sheets or
other documents or instruments required to be filed with any IP Filing Office in
order to create or perfect Liens in respect of any IP Collateral, together with
releases duly executed (if necessary) of security interests by all applicable
Persons for filing in all applicable jurisdictions as may be necessary to
terminate any effective filings in any IP Filing Office in respect of any IP
Collateral (other than any such filings in respect of Liens permitted to remain
outstanding pursuant to the terms of this Agreement).

         

        H.  Environmental
Reports.  Joint-Lead Arrangers shall have received all reports
and other information regarding environmental matters relating to the Facilities
which have been obtained and relating to WGII and its Subsidiaries obtained in
connection with the Merger Agreement.

         

        I.  Matters Relating to Existing
Indebtedness of Company and its Subsidiaries.  On the Closing
Date, Company and its Subsidiaries shall (a) repay in full all Indebtedness
outstanding under the Existing Credit Agreements, (b) terminate any commitments
to lend or make other extensions of credit thereunder, (c) deliver to Joint-Lead
Arrangers all documents or instruments necessary to release all Liens securing
Indebtedness or other obligations of Company, WGII and their respective
Subsidiaries thereunder, and (d) make arrangements satisfactory to Joint-Lead
Arrangers with respect to any letters of credit outstanding
thereunder.

         

        J.  Completion of
Proceedings.  All corporate and other proceedings taken or to
be taken in connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by Joint-Lead
Arrangers, acting on behalf of Lenders, and their counsel shall be satisfactory
in form and substance to Joint-Lead Arrangers and such counsel, and Joint-Lead
Arrangers and such counsel shall have received all such counterpart originals or
certified copies of such documents as Joint-Lead Arrangers may reasonably
request.

         


        
          
            
            

          

          
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        K.  Company Disclosure
Letter.  Company shall have delivered to Joint-Lead Arrangers
the Company Disclosure Letter.

         

        L.  Subsidiary Guarantor Gross
Revenues.  The aggregate gross revenues of Company and the
Subsidiary Guarantors on a consolidated basis for the Fiscal Year ended December
29, 2006 shall be equal to at least 90% of the aggregate gross revenues of
Company and its Domestic Subsidiaries on a consolidated basis for such Fiscal
Year, after giving effect to the Transaction, and each Material Domestic
Subsidiary shall have executed the Subsidiary Guaranty as of the Closing
Date.  Company shall deliver to Joint-Lead Arrangers a certificate
demonstrating in reasonable detail compliance with such
requirements.

         

        M.  Patriot Act
Compliance.  Joint-Lead Arrangers shall have received, at least
five Business Days prior to the Closing Date, all documentation and other
information required by bank regulatory authorities under the applicable “know
your customer” and anti-money laundering rules and regulations,
including  the Patriot Act.

         

        N.  Evidence of
Insurance.  Joint-Lead Arrangers shall have received a
certificate from Company’s insurance broker or other evidence satisfactory to
them that all insurance required to be maintained pursuant to
subsection 6.4 is in full force and effect and that Administrative Agent on
behalf of Lenders has been named as additional insured and/or loss payee
thereunder to the extent required under subsection 6.4.

         

        O.  Necessary Governmental Authorizations
and Consents; Expiration of Waiting Periods, Etc.  Company
shall have obtained all Governmental Authorizations and all consents of
other Persons, in each case that are necessary in connection with the
Acquisition and the Merger, the other transactions contemplated by the Loan
Documents and the Related Agreements and each such Governmental Authorization
and consent shall be in full force and effect, in each case other than those the
failure to obtain or maintain which, either individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse
Effect.  All applicable waiting periods shall have expired without any
action being taken or threatened by any competent authority that would restrain,
prevent or otherwise impose adverse conditions on the Acquisition and the Merger
or the financing thereof.  No action, request for stay, petition for
review or rehearing, reconsideration, or appeal with respect to any of the
foregoing shall be pending, and the time for any applicable Government Authority
to take action to set aside its consent on its own motion shall have
expired.

         

        P.  Related
Agreements.

         

        (i)  Acquisition and
Merger.  Any material change
in the Acquisition or Merger contemplated in the draft of the Merger Agreement
delivered to Joint-Lead Arrangers on May 27, 2007 shall be in form and substance
reasonably satisfactory to Joint-Lead Arrangers.

         


        
          
            
            

          

          
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        (ii)  Related Agreements in Full
Force and Effect.  Joint-Lead Arrangers shall have received a
fully executed or conformed copy of each Related Agreement and any documents
executed in connection therewith, and each Related Agreement shall be in full
force and effect and in compliance in all material respects with applicable laws
and regulations (other than the Certificate of Merger which shall be in full
force and effect promptly after the making of the initial Loans) and no
provision of the Merger Agreement shall have been amended, supplemented, waived
or otherwise modified in any material respect without the prior written consent
of Joint-Lead Arrangers.

         

        Q.  Consummation of Acquisition and
Merger.

         

        (i)  All
conditions to the Acquisition and the Merger set forth in Article VI of the
Merger Agreement shall have been satisfied or the fulfillment of any such
conditions shall have been waived and in the case of a waiver of any such
conditions in any material respect Joint-Lead Arrangers shall have consented to
such waiver.

         

        (ii)  Concurrently
with the making of the Loans, the Acquisition shall have become effective in
accordance with the terms of the Merger Agreement, and the Merger shall have
become effective in accordance with the terms of the Merger Agreement, the
Certificate of Merger and the laws of the State of Delaware, and Joint-Lead
Arrangers shall have received satisfactory evidence of the filing of the
Certificate of Merger with the Secretary of State of the State of
Delaware.

         

        (iii)  Joint-Lead
Arrangers shall have received an Officer’s Certificate of Company to the effect
set forth in clauses (i) and (ii) above and stating that Company will proceed to
consummate the Acquisition and the Merger immediately upon the making of the
initial Loans.

         

        R.  Leverage Ratio.  As
of the Closing Date, the ratio of Combined Pro Forma Total Debt to Combined Pro
Forma EBITDA shall not exceed 3.50:1.00, and Joint-Lead Arrangers shall have
received an Officer’s Certificate executed by a financial officer of Company
setting forth such ratio and the calculation thereof.

         

        S.  Credit
Rating.  Company shall have received, at least 30 days prior to
the Closing Date, (i) a corporate family rating, after giving pro forma effect
to the consummation of the Transaction, from Moody’s and (ii) a corporate
rating, after giving pro forma effect to the consummation of the Transaction,
from S&P.

         

        
          	
                  4.2  

                	
                  Conditions to All
      Loans.

                


        

         

        The
obligation of each Lender to make its Loans on each Funding Date are subject to
the following further conditions precedent:

         

        A.  Administrative
Agent shall have received before that Funding Date, in accordance with the
provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each
case signed by a duly authorized Officer of Company.

         


        
          
            
            

          

          
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        B.  As of
that Funding Date:

         

        (i)  The
representations and warranties contained herein and in the other Loan Documents
(a) that do not contain a materiality qualification shall be true, correct and
complete in all material respects on and as of that Funding Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties shall have been true, correct and
complete in all material respects on and as of such earlier date; and (b) that
contain a materiality qualification shall be true, correct and complete on and
as of that Funding Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case such representations and warranties
shall have been true, correct and complete on and as of such earlier
date;

         

        (ii)  No event
shall have occurred and be continuing or would result from the consummation of
the borrowing contemplated by such Notice of Borrowing that would constitute an
Event of Default or a Potential Event of Default;

         

        (iii)  Each Loan
Party shall have performed in all material respects all agreements and satisfied
all conditions which this Agreement provides shall be performed or satisfied by
it on or before that Funding Date; and

         

        (iv)  No order,
judgment or decree of any arbitrator or Government Authority shall purport to
enjoin or restrain such Lender from making the Loans to be made by it on that
Funding Date.

         

        
          	
                  4.3  

                	
                  Conditions to
      Revolving Letters of
Credit.

                


        

         

        The
issuance of any Revolving Letter of Credit hereunder (whether or not the
applicable Issuing Lender is obligated to issue such Revolving Letter of Credit)
is subject to the following conditions precedent:

         

        A.  On or
before the date of issuance of the initial Revolving Letter of Credit pursuant
to this Agreement, the initial Loans shall have been made.

         

        B.  On or
before the date of issuance of such Revolving Letter of Credit, Administrative
Agent shall have received, in accordance with the provisions of subsection
3.1B(i), an originally executed Request for Revolving Letter of Credit Issuance
(or a facsimile copy thereof), in each case signed by a duly authorized Officer
of Company, together with all other information specified in
subsection 3.1B(i), and such other documents or information as the
applicable Issuing Lender may reasonably require in connection with the issuance
of such Revolving Letter of Credit.

         

        C.  On the
date of issuance of such Revolving Letter of Credit, all conditions precedent
described in subsection 4.2B shall be satisfied to the same extent as if
the issuance of such Revolving Letter of Credit were the making of a Loan and
the date of issuance of such Revolving Letter of Credit were a Funding
Date.

         


        
          
            
            

          

          
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Section 5.  COMPANY’S REPRESENTATIONS AND
WARRANTIES

         

        In order
to induce Lenders to enter into this Agreement and to make the Loans, to induce
Issuing Lenders to issue Letters of Credit, Company represents and warrants to
each Lender:

         

        
          	
                  5.1  

                	
                  Organization, Powers,
      Qualification, Good Standing, Business and
      Subsidiaries.

                


        

         

        A.  Organization and
Powers.  Each Loan Party is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization as
specified on Schedule
5.1A of the Company Disclosure Letter.  Each Loan Party has all
requisite power and authority to own and operate its properties, to carry on its
business as now conducted and as proposed to be conducted, to enter into the
Loan Documents and the Related Documents to which it is a party and to carry out
the transactions contemplated thereby.

         

        B.  Qualification and Good
Standing.  Each Loan Party is qualified to do business and in
good standing in every jurisdiction where its assets are located and wherever
necessary to carry out its business and operations, in each case except in
jurisdictions where the failure to be so qualified or in good standing has not
had and would not be likely to result in a Material Adverse Effect.

         

        C.  Conduct of
Business.  Company and its Subsidiaries are engaged only in the
businesses permitted to be engaged in pursuant to
subsection 7.9.

         

        D.  Subsidiaries.  All
of the Subsidiaries of Company as of the Closing Date and their jurisdictions of
organization are identified on Schedule 5.1D of
the Company Disclosure Letter.  The Capital Stock of each of the
Domestic Subsidiaries identified on Schedule 5.1D of
the Company Disclosure Letter is duly authorized, validly issued, fully paid and
nonassessable and none of such Capital Stock constitutes Margin
Stock.  Schedule 5.1D of
the Company Disclosure Letter correctly sets forth, as of the Closing Date, the
ownership interest of Company and each of its Subsidiaries in each of the
Subsidiaries of Company identified therein and of WGII and each of its
Subsidiaries in each of the Subsidiaries of WGII identified
therein.

         

        E.  Dormant
Subsidiaries.  As of the Closing Date, each Dormant Subsidiary
is either (i) not actively engaged in any business or (ii) in the process of
being liquidated, dissolved or merged with an Affiliate.

         

        
          	
                  5.2  

                	
                  Authorization of
      Borrowing, etc.

                


        

         

        A.  Authorization of
Borrowing.  The execution, delivery and performance of the Loan
Documents and the Related Agreements have been duly authorized by all necessary
action on the part of each Loan Party that is a party thereto.

         


        
          
            
            

          

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

         

        C.  Governmental
Consents.  The execution, delivery and performance by each Loan
Party of the Loan Documents and the Related Agreements to which it is a party
and the consummation of the transactions contemplated by the Loan Documents and
the Related Agreements do not and will not require any Governmental
Authorization, except as have been obtained.

         

        D.  Binding
Obligation.  Each of the Loan Documents and the Related
Agreements has been duly executed and delivered by each Loan Party that is a
party thereto and is the legally valid and binding obligation of such Loan
Party, enforceable against such Loan Party in accordance with its respective
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally
or by equitable principles relating to enforceability.

         

        
          	
                  5.3  

                	
                  Financial
      Condition.

                


        

         

        Company
has heretofore delivered to Lenders, at Lenders’ request, the financial
information set forth in subsection 4.1E.  All such statements
(other than pro forma financial statements and projected financial statements)
were prepared in conformity with GAAP and present fairly, in all material
respects, the financial position (on a consolidated basis) of the entities
described in such financial statements as at the respective dates thereof and
the results of operations and cash flows (on a consolidated basis) of the
entities described therein for each of the periods then ended, subject, in the
case of any such unaudited financial statements, to changes resulting from audit
and normal year-end adjustments.

         

        
          	
                  5.4  

                	
                  No Material Adverse
      Change.

                


        

         

        Since
December 31, 2006, no event or change has occurred that has resulted in or
evidences, either in any case or in the aggregate, a Material Adverse
Effect.

         


        
          
            
            

          

          
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                  5.5  

                	
                  Title to Properties;
      Liens; Real Property; Intellectual
  Property.

                


        

         

        A.  Title to Properties;
Liens.  Company and its Subsidiaries have (i) good,
sufficient and legal title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in
real or personal property), or (iii) good title to (in the case of all
other personal property), all of their respective properties and assets
reflected in the financial statements referred to in subsection 5.3 or in
the most recent financial statements delivered pursuant to subsection 6.1,
in each case except for assets disposed of since the date of such financial
statements in the ordinary course of business or as otherwise permitted pursuant
to subsection 7.7.  Except as permitted pursuant to this
Agreement, all such properties and assets are free and clear of
Liens.

         

        B.  Real Property.  As
of the Closing Date, Schedule 5.5B of the
Company Disclosure Letter contains a true, accurate and complete list of all fee
interests in any Real Property Assets.

         

        C.  Intellectual
Property.  As of the Closing Date, Company and its Subsidiaries
own or have the right to use, all Intellectual Property used in the conduct of
their business, except where the failure to own or have such right to use in the
aggregate could not reasonably be expected to result in a Material Adverse
Effect.  No claim has been asserted and is pending by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, nor does Company
know of any valid basis for any such claim, except for such claims that in the
aggregate could not reasonably be expected to result in a Material Adverse
Effect.  The use of such Intellectual Property by Company and its
Subsidiaries does not infringe on the rights of any Person, except for such
claims and infringements that, in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.  All federal, state
and foreign registrations of and applications for Intellectual Property, and all
unregistered Intellectual Property, that are owned or licensed by Company or any
of its Domestic Subsidiaries on the Closing Date are described on Schedule 5.5C of the
Company Disclosure Letter.  All federal, state and material foreign
registrations of and applications for Intellectual Property, and all material
unregistered Intellectual Property, that are owned or licensed by any of Foreign
Subsidiaries of Company on the Closing Date are described on Schedule 5.5C of the
Company Disclosure Letter.

         


        
          
            
            

          

          
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                  5.6  

                	
                  Litigation; Adverse
      Facts.

                


        

         

        Except as
set forth on Schedule 5.6 of
the Company Disclosure Letter, there are no Proceedings (whether or not
purportedly on behalf of Company or any of its Subsidiaries) at law or in
equity, or before or by any court or other Government Authority (including any
Environmental Claims) that are pending or, to the knowledge of any Responsible
Officer of Company, threatened against or affecting Company or any of its
Subsidiaries or any property of Company or any of its Subsidiaries and that,
individually or in the aggregate, would be likely to result in a Material
Adverse Effect.  Neither Company nor any of its Subsidiaries
(i) is in violation of any applicable laws (including Environmental Laws)
that, individually or in the aggregate, would be likely to result in a Material
Adverse Effect, or (ii) is subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules or regulations of any court
or other Government Authority, that, individually or in the aggregate, would be
likely to result in a Material Adverse Effect.

         

        
          	
                  5.7  

                	
                  Payment of
      Taxes.

                


        

         

        Except to
the extent permitted pursuant to subsection 6.3 or to the extent that
failure to perform would not be likely to result in a Material Adverse Effect,
all tax returns and reports of Company and its Subsidiaries required to be filed
by any of them have been timely filed, and all taxes shown on such tax returns
to be due and payable and all assessments, fees and other governmental charges
upon Company and its Subsidiaries and upon their respective properties, assets,
income, businesses and franchises that are due and payable have been paid when
due and payable.  Company knows of no proposed tax assessment against
Company or any of its Subsidiaries that is not being actively contested by
Company or such Subsidiary in good faith and by appropriate proceedings; provided that such
reserves or other appropriate provisions, if any, as shall be required in
conformity with GAAP shall have been made or provided therefor.

         

        
          	
                  5.8  

                	
                  Governmental
      Regulation.

                


        

         

        Neither
Company nor any of its Subsidiaries is subject to regulation under the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or
under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any portion
of the Obligations unenforceable.

         

        
          	
                  5.9  

                	
                  Securities
      Activities.

                


        

         

        Neither
Company nor any of its Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock.

         

        Following
application of the proceeds of each Loan, not more than 25% of the value of the
assets (either of Company only or of Company and its Subsidiaries on a
consolidated basis) subject to the provisions of subsection 7.2 or 7.7
or subject to any restriction contained in any agreement or instrument, between
Company and any Lender or any Affiliate of any Lender, relating to Indebtedness
and within the scope of subsection 7.2, will be Margin Stock.

         


        
          
            
            

          

          
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                  5.10  

                	
                  ERISA.

                


        

         

        A.  Each
employee benefit plan of Company or any of its Subsidiaries intended to qualify
under Section 401 of the Internal Revenue Code does so qualify where applicable,
and any trust created thereunder is exempt from tax under the provisions of
Section 501 of the Internal Revenue Code, except where such failures, in the
aggregate, would not result in a Material Adverse Effect.

         

        B.  Each
Title IV Plan is in compliance in all material respects with applicable
provisions  of ERISA, the Internal Revenue Code and other Requirements
of Law except for non-compliances that, in the aggregate, would not result in a
Material Adverse Effect.

         

        C.  There has
been no, nor is there reasonably expected to occur, any ERISA Event other than
those that, in the aggregate, would not result in a Material Adverse
Effect.

         

        D.  As of
December 29, 2006, the amount of unfunded benefit liabilities (as defined in
Section 4001(a)(18) of ERISA), individually or in the aggregate for all Title IV
Plans maintained by Company and its Subsidiaries (excluding for purposes of such
computation any Title IV Plans with respect to which assets exceed benefit
liabilities), does not exceed $100,000,000.

         

        
          	
                  5.11  

                	
                  Environmental
      Protection.

                


        

         

        Except as
set forth on Schedule 5.11 of
the Company Disclosure Letter:

         

        (i)  neither
Company nor any of its Subsidiaries nor, to the knowledge of each Responsible
Officer of Company, any of their respective Facilities or operations are subject
to any outstanding written order, consent decree or settlement agreement with
any Person relating to (a) any Environmental Law, (b) any
Environmental Claim, or (c) any Hazardous Materials Activity that,
individually or in the aggregate, would be likely to result in a Material
Adverse Effect;

         

        (ii)  there are
and, to the knowledge of each Responsible Officer of Company, have been no
conditions, occurrences, or Hazardous Materials Activities that could reasonably
be expected to form the basis of an Environmental Claim against Company or any
of its Subsidiaries that, individually or in the aggregate, would be likely to
result in a Material Adverse Effect; and

         

        (iii)  compliance
by Company and its Subsidiaries with all current or reasonably foreseeable
future requirements pursuant to or under Environmental Laws would not,
individually or in the aggregate, be likely to result in a Material Adverse
Effect.

         

        
          	
                  5.12  

                	
                  Employee
      Matters.

                


        

         

        There is
no strike or work stoppage in existence or threatened involving Company or any
of its Subsidiaries that would be likely to result in a Material Adverse
Effect.

         


        
          
            
            

          

          
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                  5.13  

                	
                  Solvency.

                


        

         

        Each Loan
Party is, and upon the incurrence of any Obligations by such Loan Party on any
date on which this representation is made will be, Solvent.

         

        
          	
                  5.14  

                	
                  Matters Relating to
      Collateral.

                


        

         

        A.  Governmental
Authorizations.  No authorization, approval or other action by,
and no notice to or filing with, any Government Authority is required for either
(i) the pledge or grant by any Loan Party of the Liens purported to be
created in favor of Administrative Agent pursuant to any of the Collateral
Documents or (ii) the exercise by Administrative Agent of any rights or
remedies in respect of any Collateral (whether specifically granted or created
pursuant to any of the Collateral Documents or created or provided for by
applicable law), except for filings or recordings contemplated by the Collateral
Documents and except as may be required, in connection with the disposition of
any Collateral, by laws generally affecting the offering and sale of
securities.

         

        B.  Absence of Third-Party
Filings.  Except such as may have been filed in favor of
Administrative Agent as contemplated by the Collateral Documents and to evidence
permitted lease obligations and other Liens permitted pursuant to
subsection 7.2 or have been filed pursuant to the Existing Credit
Agreements and are to be terminated in connection with the refinancing of the
obligations thereunder, (i) no effective UCC financing statement, fixture filing
or other instrument similar in effect covering all or any part of the Collateral
is on file in any filing or recording office and (ii) no document granting any
rights to any third party with respect to any Intellectual Property of Company
or any of its Subsidiaries has been recorded with the PTO.

         

        C.  Margin
Regulations.  The pledge of the Collateral pursuant to the
Collateral Documents does not violate Regulation T, U or X of the
Board of Governors of the Federal Reserve System.

         

        D.  Information Regarding
Collateral.  All information supplied to Administrative Agent
by or on behalf of any Loan Party with respect to any of the Collateral (in each
case taken as a whole with respect to any particular Collateral) is accurate and
complete in all material respects; provided, however, that this
provision shall not apply during any period in which such Collateral has been
released pursuant to subsection 10.14B.

         


        
          
            
            

          

          
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                  5.15  

                	
                  Disclosure.

                


        

         

        No
representation or warranty of Company or any of its Subsidiaries contained in
any Loan Document, Related Agreement or in any other document, certificate or
written statement furnished to Lenders by or on behalf of Company or any of its
Subsidiaries for use in connection with the transactions contemplated by this
Agreement, including the Company Disclosure Letter, contains any untrue
statement of a material fact or omits to state a material fact (known to
Company, in the case of any document not furnished by it) necessary in order to
make the statements contained herein or therein not misleading in light of the
circumstances in which the same were made.  Any projections and pro
forma financial information contained in such materials are based upon good
faith estimates and assumptions believed by Company to be reasonable at the time
made, it being recognized by Lenders that such projections as to future events
are not to be viewed as facts and that actual results during the period or
periods covered by any such projections may differ from the projected
results.

         

        
          	
                  5.16  

                	
                  Foreign Assets Control
      Regulations, etc.

                


        

         

        Neither
the making of the Loans to, or issuance of a Letter of Credit on behalf of,
Company nor its use of the proceeds thereof will violate in any material respect
the Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto.  Without limiting the foregoing, neither Company nor any of
its Subsidiaries or Affiliates (a) is or will become a Person whose property or
interests in property are blocked pursuant to Section 1 of Executive Order 13224
of September 23, 2001 Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism (66
Fed.  Reg.  49079 (2001)) or (b) to its knowledge engages or
will engage in any dealings or transactions, or be otherwise associated, with
any such Person.  Company and its Subsidiaries and Affiliates are in
compliance, in all material respects, with the Patriot Act.

         

        
          	
                  5.17  

                	
                  Related
      Agreements.

                


        

         

        A.  Delivery of Related
Agreements.  Company has delivered to Lenders complete and
correct copies of each Related Agreement and of all exhibits and schedules
thereto.

         

        B.  WGII’s
Warranties.  Except to the extent otherwise set forth therein
or in the schedules thereto, each of the representations and warranties given by
WGII to Company in the Merger Agreement (i) that does not contain a materiality
qualification is true and correct in all material respects on and as of each
date when made pursuant to the Merger Agreement; and (ii) that contains a
materiality qualification is true and correct on and as of the each date when
made pursuant to the Merger Agreement.

         


        
          
            
            

          

          
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        C.  Warranties of
Company.  Subject to the qualifications set forth therein or in
the schedules thereto, each of the representations and warranties given by each
of Company, First Merger Sub and Second Merger Sub to WGII in the Merger
Agreement (i) that does not contain a materiality qualification is true and
correct in all material respects on and as of each date when made pursuant to
the Merger Agreement; and (ii) that contains a materiality qualification is true
and correct on and as of each date when made pursuant to the Merger
Agreement.

         

        D.  Survival.  Notwithstanding
anything in the Merger Agreement to the contrary, the representations and
warranties of WGII and Company set forth in subsections 5.17B and 5.17C shall,
solely for purposes of this Agreement, survive the Closing Date for the benefit
of Lenders.

         

        
          	
                  5.18  

                	
                  
                    Certain
      Fees.

                  

                


        

         

        
        

        Except as
agreed to be paid to Joint-Lead Arrangers in connection with this Agreement, no
broker’s or finder’s fee or commission will be payable with respect to this
Agreement or any of the transactions contemplated hereby other than those
payable in connection with the Merger or the Acquisition, and Company hereby
indemnifies Lenders against, and agrees that it will hold Lenders harmless from,
any claim, demand or liability for any such broker’s or finder’s fees alleged to
have been incurred in connection herewith or therewith and any expenses
(including reasonable fees, expenses and disbursements of counsel) arising in
connection with any such claim, demand or liability.

         

         

        
Section 6.  COMPANY’S AFFIRMATIVE
COVENANTS

         

        Company
covenants and agrees that, so long as any of the Commitments hereunder shall
remain in effect and until payment in full of all of the Loans and other
Obligations (other than Unasserted Obligations) and the cancellation or
expiration of all Letters of Credit, unless Requisite Lenders shall otherwise
give prior written consent, Company shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 6.

         

        
          	
                  6.1  

                	
                  Financial Statements
      and Other Reports

                


        

         

        Company
will maintain, and cause each of the Domestic Subsidiaries to maintain, a system
of accounting established and administered in accordance with sound business
practices to permit preparation of financial statements in conformity with
GAAP.  Company will deliver to Administrative Agent:

         


        
          
            
            

          

          
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        (i)  Events of Default,
etc.:  promptly upon any Responsible Officer of Company
obtaining knowledge (a) of any condition or event that constitutes an Event of
Default or Potential Event of Default, or becoming aware that any Lender has
given any notice (other than to Administrative Agent) or taken any other action
with respect to a claimed Event of Default or Potential Event of Default, or (b)
that any Person has given any notice to Company or any of its Subsidiaries or
taken any other action with respect to a claimed default or event or condition
of the type referred to in subsection 8.2, an Officer’s Certificate specifying
the notice given or action taken by any such Person and the nature of such
claimed Event of Default, Potential Event of Default, default, event or
condition, and what action Company has taken, is taking and proposes to take
with respect thereto;

         

        (ii)  Quarterly
Financials:  (a) as soon as available and in any event within
55 days after the end of each of the first three Fiscal Quarters of each
Fiscal Year, the consolidated balance sheet of Company and its Subsidiaries as
at the end of such Fiscal Quarter and the related consolidated statements of
income and cash flows of Company and its Subsidiaries for such Fiscal Quarter,
and for the period from the beginning of the then current Fiscal Year to the end
of such Fiscal Quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding periods of the previous Fiscal Year,
all in reasonable detail and certified by the chief financial officer or chief
accounting officer of Company that they present fairly, in all material
respects, the financial condition of Company and its Subsidiaries as at the
dates indicated and the results of their operations and their cash flows for the
periods indicated, subject to changes resulting from audit and normal year-end
adjustments and the absence of footnotes, and (b) as soon as available and in
any event within 90 days after the end of each of the first three Fiscal
Quarters of each Fiscal Year, a summary of such consolidated statements setting
forth in comparative form the corresponding figures from the Financial Plan for
the current Fiscal Year and a narrative report describing the operations of
Company and its Subsidiaries in each case in the form prepared for presentation
to the Governing Body of Company for such Fiscal Quarter, and for the period
from the beginning of the then current Fiscal Year to the end of such Fiscal
Quarter;

         

        (iii)  Company Year-End
Financials:  as soon as available and in any event within
100 days after the end of each Fiscal Year, (a) the consolidated
balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year
and the related consolidated statements of income, stockholders’ equity and cash
flows of Company and its Subsidiaries for such Fiscal Year, setting forth in
each case in comparative form the corresponding figures for the previous Fiscal
Year, all in reasonable detail and certified by the chief financial officer or
chief accounting officer of Company that they present fairly, in all material
respects, the financial condition of Company and its Subsidiaries as at the
dates indicated and the results of their operations and their cash flows for the
periods indicated,

         


        
          
            
            

          

          
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        (b) a
summary of such consolidated statements setting forth in comparative form the
corresponding figures from the Financial Plan for the current Fiscal Year and a
narrative report describing the operations of Company and its Subsidiaries in
each case in the form prepared for presentation to the Governing Body of Company
for such Fiscal Year, and (c) in the case of such consolidated financial
statements, a report thereon of PricewaterhouseCoopers or other independent
certified public accountants of recognized national standing selected by Company
and reasonably satisfactory to Administrative Agent, which report shall be
unqualified, shall express no doubts about the ability of Company and its
Subsidiaries to continue as a going concern, and shall state that such
consolidated financial statements present fairly, in all material respects, the
consolidated financial position of Company and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the
periods indicated in conformity with GAAP applied on a basis consistent with
prior years (except as otherwise disclosed in such financial statements) and
that the examination by such accountants in connection with such consolidated
financial statements has been made in accordance with generally accepted
auditing standards;

         

        (iv)  Officer’s Pricing and
Compliance Certificates:  together with each delivery of
financial statements pursuant to subdivisions (ii) and (iii) above,
(a) an Officer’s Certificate of Company stating that the signers have
reviewed the terms of this Agreement and have made, or caused to be made under
their supervision, a review in reasonable detail of the transactions and
condition of Company and its Subsidiaries during the accounting period covered
by such financial statements and that such review has not disclosed the
existence during or at the end of such accounting period, and that the signers
do not have knowledge of the existence as at the date of such Officer’s
Certificate, of any condition or event that constitutes an Event of Default or
Potential Event of Default, or, if any such condition or event existed or
exists, specifying the nature and period of existence thereof and what action
Company has taken, is taking and proposes to take with respect thereto; and
(b) a Compliance Certificate demonstrating in reasonable detail compliance
during and at the end of the applicable accounting periods with the restrictions
contained in subsections 7.1(iv), (vii), (viii), (ix), (x), and (xi), 7.2A(viii)
and (ix), 7.3(v), (viii) and (xi), 7.4(ii) and (ix), 7.5(vii), 7.6 and 7.7(iv),
in each case to the extent compliance with such restrictions is required to be
tested at the end of the applicable accounting period; in addition, on or before
the 55th day following the end of each Fiscal Quarter, a Pricing Certificate
demonstrating in reasonable detail the calculation of the Consolidated Leverage
Ratio as of the end of the four-Fiscal Quarter period then ended;

         

        (v)  Accountants’
Reports:  promptly upon receipt thereof (unless restricted by
applicable professional standards), copies of all reports submitted to Company
by independent certified public accountants in connection with each annual,
interim or special audit of the financial statements of Company and its
Subsidiaries made by such accountants;

         


        
          
            
            

          

          
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        (vi)  SEC
Filings:  promptly upon their becoming available, copies of
(a) all financial statements, reports, notices and proxy statements sent or
made available generally by Company to its security holders or by any Subsidiary
of Company to its security holders other than Company or another Subsidiary of
Company, and (b) all regular and periodic reports and all registration
statements (other than on Form S-8, 3, 4, 5, 8-K, Schedule 13D, Schedule
13G, and Correspondence or any similar form) and prospectuses, if any, filed by
Company or any of its Subsidiaries with any securities exchange or with the
Securities and Exchange Commission;

         

        (vii)  Litigation or Other
Proceedings:  (a) promptly upon any Responsible Officer of
Company obtaining knowledge of (1) the institution of, or non-frivolous
threat of, any Proceeding against or affecting Company or any of its
Subsidiaries or any property of Company or any of its Subsidiaries not
previously disclosed in writing by Company to Lenders is reasonably likely to
result in a Material Adverse Effect or (2) any material development in any
Proceeding that is reasonably likely to result in a Material Adverse Effect,
written notice thereof together with such other information as may be reasonably
available to Company to enable Lenders and their counsel to evaluate such
matters;

         

        (viii)  ERISA
Matters:  (a) promptly and in any event within 30 days after
Company, any of its Subsidiaries or any ERISA Affiliate knows, or has reason to
know, that any ERISA Event has occurred that, alone or together with another
ERISA Event, could reasonably be expected to result in liability to Company, any
Subsidiary and/or any ERISA Affiliate in an aggregate amount exceeding
$10,000,000, written notice describing such event; (b) promptly and in any event
within ten days after Company, any of its Subsidiaries or any ERISA Affiliate
knows or has reason to know that a request for a minimum funding waiver under
Section 412 of the Internal Revenue Code has been filed with respect to any
Title IV Plan, a written statement of a Responsible Officer of Company
describing such waiver request and the action, if any, Company, its Subsidiaries
and ERISA Affiliates propose to take with respect thereto and a copy of any
notice filed with the PBGC or the IRS pertaining thereto; and (c) simultaneously
with the date that Company, any of its Subsidiaries or any ERISA Affiliate files
with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time
of such filing, such termination would require material additional contributions
in order to be considered a standard termination with the meaning of Section
4041(b) of ERISA, a copy of each notice;

         


        
          
            
            

          

          
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        (ix)  Financial
Plans:  as soon as practicable and in any event no later than
90 days following the end of each Fiscal Year, a consolidated financial
plan for the then current Fiscal Year (the “Financial Plan” for such
Fiscal Year), including, (a) a forecasted consolidated balance sheet and
forecasted consolidated statements of income and cash flows of Company and its
Subsidiaries for such Fiscal Year, together with a projected Compliance
Certificate for such Fiscal Year and an explanation of the assumptions on which
such forecasts are based, (b) forecasted consolidated statements of income
and cash flows of Company and its Subsidiaries for each Fiscal Quarter of such
Fiscal Year, together with an explanation of the assumptions on which such
forecasts are based, and (c) such other information and projections as any
Lender may reasonably request;

         

        (x)  New Subsidiaries or Change
in Status of Subsidiaries:  annually within 100 days of the end
of each Fiscal Year, (a) all of the data required to be set forth on Schedule 5.1D of
the Company Disclosure Letter with respect to all Domestic Subsidiaries, (b) a
list of all Material Domestic Subsidiaries and a list of all Subsidiaries of
Company that have executed a guaranty in respect of the obligations of Company
under any indenture or agreement relating to Securities of Company that have
been privately placed pursuant to Rule 144A of the Securities Act or publicly
registered under the Securities Act, and (c) an Officer’s Certificate, together
with supporting documentation in form and substance satisfactory to Requisite
Lenders, setting forth the aggregate gross revenues for the immediately
preceding Fiscal Year of (1) all Subsidiary Guarantors and (2) Company and all
Domestic Subsidiaries;

         

        (xi)  Patriot Act, etc.:
with reasonable promptness, information to confirm compliance with the
representations contained in subsection 5.16 reasonably requested by any Lender
through Administrative Agent;

         

        (xii)  Environmental
Notices:  promptly upon a Responsible Officer of Company
becoming aware of receipt by Company or any of its Subsidiaries on its own
behalf any letter or request for information under Section 104 of the
Comprehensive Environmental Response, Compensation, and Liability Act
(42 U.S.C. § 9604) or any comparable state law if the facts underlying
the letter or request could reasonably be expected to result in a Material
Adverse Effect; and

         

        (xiii)  Other
Information:  with reasonable promptness, such other
information and data with respect to Company or any of its Subsidiaries as from
time to time may be reasonably requested by any Lender.

         


        
          
            
            

          

          
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        Financial
statements and other documents required to be delivered pursuant to  this
subsection 6.1 (to the extent any such financial statements or other documents
are included in reports or other materials otherwise filed with the SEC) may be
delivered electronically and if so delivered, shall be deemed to have been
delivered on the date on which (1) Company posts such financial statements
or other documents, or provides a link thereto, on Company’s website on the
Internet or (2) such financial statements or other documents are posted on
Company’s behalf on an Internet or intranet website, if any, to which each
Lender and Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by Administrative Agent); provided that
(x) Company shall deliver paper copies of such financial statements and
other documents to Administrative Agent or any Lender that requests Company to
deliver such paper copies until a written request to cease delivering paper
copies is given by Administrative Agent or such Lender, as the case may be, and
(y) Company shall notify Administrative Agent of the posting of any such
financial statements and other documents and provide to Administrative Agent
electronic versions (i.e., soft copies) thereof.

         

        
          	
                  6.2  

                	
                  Corporate Existence,
      etc.

                


        

         

        Except as
permitted pursuant to subsection 7.7, Company will, and will cause each of
its Subsidiaries to, at all times preserve and keep in full force and effect its
existence in the jurisdiction of organization specified on Schedule 5.1D of the
Company Disclosure Letter and all rights and franchises material to its
business; provided, however, that (i)
neither Company nor any of its Subsidiaries shall be required to preserve any
such right or franchise if the Governing Body of Company or such Subsidiary
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of Company or such Subsidiary, as the case may be, and
that the loss thereof is not disadvantageous in any material respect to Company,
such Subsidiary or Lenders; (ii) Company may discontinue the operations of
Banshee Construction Company, Inc., Radian International LLC or any Dormant
Subsidiary; and (iii) Company  may discontinue any operation
(including the dissolution of any of its Subsidiaries) which the Governing Body
of Company believes to be no longer in the best interest of Company and its
Subsidiaries, taken as a whole, to preserve, provided that Company
shall not discontinue or dissolve any Subsidiary Guarantor or Material Domestic
Subsidiary other than as permitted pursuant to this Agreement.

         


        
          
            
            

          

          
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                  6.3  

                	
                  Payment of Taxes and
      Claims; Tax
Consolidation.

                


        

         

        A.  Company
will, and will cause each of its Subsidiaries to, pay all taxes, assessments and
other governmental charges imposed upon it or any of its properties or assets or
in respect of any of its income, businesses or franchises before any penalty
accrues thereon, and all claims (including, claims for labor, services,
materials and supplies) for sums that have become due and payable and that by
law have or may become a Lien upon any of its properties or assets, prior to the
time when any penalty or fine shall be incurred with respect thereto, except
where the failure to pay such taxes, assessments and governmental charges would
not be likely to result in a Material Adverse Effect; provided that no such
tax, assessment, charge or claim need be paid if it is being contested in good
faith by appropriate proceedings promptly instituted and diligently conducted,
so long as (i) such reserve or other appropriate provision, if any, as
shall be required in conformity with GAAP shall have been made therefor and
(ii) in the case of a tax, assessment, charge or claim which has or may
become a Lien against any of the Collateral, such proceedings conclusively
operate to stay the sale of any portion of the Collateral to satisfy such charge
or claim.

         

        B.  Company
will not, nor will it permit any of its Subsidiaries to, file or consent to the
filing of any consolidated income tax return with any Person (other than Company
or any of its Subsidiaries or any Joint Ventures in which Company or any of its
Subsidiaries has an interest).

         

        
          	
                  6.4  

                	
                  Maintenance of
      Properties; Insurance; Application of Net Insurance/Condemnation
      Proceeds.

                


        

         

        A.  Maintenance of
Properties.  Company will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained in good repair, working
order and condition, ordinary wear and tear excepted, all material properties
used or useful in the business of Company and its Subsidiaries (including all
Intellectual Property) and from time to time will make or cause to be made all
appropriate repairs, renewals and replacements thereof the failure of which
would be likely to result in a Material Adverse Effect.

         


        
          
            
            

          

          
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        B.  Insurance.  Company
will maintain or cause to be maintained, with financially sound and reputable
insurers, such public liability insurance, third party property damage
insurance, business interruption insurance and property insurance with respect
to liabilities, losses or damage in respect of the assets, properties and
businesses of Company and its Subsidiaries as may customarily be carried or
maintained under similar circumstances by corporations of established reputation
engaged in similar businesses, in each case in such amounts (giving effect to
self-insurance), with such deductibles, covering such risks and otherwise on
such terms and conditions as shall be customary for corporations similarly
situated in the industry.  Subject to subsection 6.10, each such
policy of insurance shall (i) name Administrative Agent for the benefit of
Lenders as an additional insured thereunder as its interests may appear and
(ii) in the case of each business interruption and casualty insurance
policy, contain a loss payable clause or endorsement, satisfactory in form and
substance to Administrative Agent, that names Administrative Agent for the
benefit of Lenders as the loss payee thereunder and provides for at least 30
days prior written notice to Administrative Agent of cancellation of such policy
for any reason whatsoever.  In connection with the renewal of each
such policy of insurance, Company promptly shall deliver to Administrative Agent
a certificate from Company’s insurance broker or other evidence satisfactory to
Administrative Agent that Administrative Agent on behalf of Lenders has been
named as additional insured and/or loss payee thereunder.

         

        C.  Application of Net
Insurance/Condemnation Proceeds.

         

        (i)  Business Interruption
Insurance.  Upon receipt by Company or any of its Subsidiaries
of any business interruption insurance proceeds constituting Net
Insurance/Condemnation Proceeds, (a) so long as no Event of Default or
Potential Event of Default shall have occurred and be continuing, Company or
such Subsidiary may retain and apply such Net Insurance/Condemnation Proceeds
for working capital purposes, and (b) if an Event of Default or Potential
Event of Default shall have occurred and be continuing, Company shall apply an
amount equal to such Net Insurance/Condemnation Proceeds to prepay the Loans as
provided in subsections 2.4B and 2.4D.

         

        (ii)  Other Net
Insurance/Condemnation Proceeds.  Upon receipt by Company or
any of its Subsidiaries or by Administrative Agent as loss payee of any Net
Insurance/Condemnation Proceeds other than from business interruption
insurance:

         

        (a)  if the
aggregate amount of Net Insurance/Condemnation Proceeds received (and reasonably
expected to be received) does not exceed $50,000,000, so long as no Event of
Default or Potential Event of Default shall have occurred and be continuing,
Administrative Agent, if it received such Net Insurance/Condemnation Proceeds,
shall deliver them to Company, and Company shall, or shall cause one or more of
its Subsidiaries to, promptly and diligently apply any such Net
Insurance/Condemnation Proceeds to pay or reimburse the costs of repairing,
restoring or replacing the assets in respect of which such Net
Insurance/Condemnation Proceeds were received or, to the extent not so applied,
to prepay the Loans as provided in subsection 2.4B;

         


        
          
            
            

          

          
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        (b)  if the
aggregate amount of Net Insurance/Condemnation Proceeds received (and reasonably
expected to be received) exceeds $50,000,000, so long as no Event of Default or
Potential Event of Default shall have occurred and be continuing, Administrative
Agent, if it received such Net Insurance/Condemnation Proceeds, shall hold such
Net Insurance/Condemnation Proceeds, and Company shall deliver any such Net
Insurance/Condemnation Proceeds that it or one or more of its Subsidiaries
received to Administrative Agent to be held, in the Collateral Account pursuant
to the terms of the Pledge Agreement and, so long as Company or any of its
Subsidiaries proceeds diligently to repair, restore or replace the assets of
Company or such Subsidiary in respect of which such Net Insurance/Condemnation
Proceeds were received, Administrative Agent shall from time to time disburse to
Company or such Subsidiary from the Collateral Account, to the extent of any
such Net Insurance/Condemnation Proceeds remaining therein in respect of the
applicable covered loss, amounts necessary to pay the cost of such repair,
restoration or replacement after the receipt by Administrative Agent of invoices
or other documentation reasonably satisfactory to Administrative Agent relating
to the amount of costs so incurred and the work performed (including, if
required by Administrative Agent, lien releases and architects’ certificates);
and

         

        (c)  if at any
time (1) an Event of Default or Potential Event of Default shall have occurred
and be continuing or (2) Administrative Agent reasonably determines, whether
clause (ii)(a) or clause (ii)(b) is applicable, (A) that Company or
such Subsidiary is not proceeding diligently with such repair, restoration or
replacement, (B) that such repair, restoration or replacement cannot be
completed with the Net Insurance/Condemnation Proceeds, together with funds
otherwise available to Company for such purpose, or (C) that such repair,
restoration or replacement cannot be completed within 365 days after the receipt
by Company and/or Administrative Agent of such Net Insurance/Condemnation
Proceeds, Administrative Agent, if it holds such Net Insurance/Condemnation
Proceeds, is hereby authorized by Company to, and Company, if it or one of its
Subsidiaries holds such Net Insurance/Condemnation Proceeds, shall, apply such
Net Insurance/Condemnation Proceeds to prepay the Loans as provided in
subsection 2.4B and subsection 2.4D.

         


        
          
            
            

          

          
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                  6.5  

                	
                  Inspection Rights;
      Lender Meeting.

                


        

         

        A.  Inspection
Rights.  Company shall, and shall cause each of its
Subsidiaries to, permit any authorized representatives designated by
Administrative Agent, including representatives designated by Administrative
Agent at the request of any Requisite Class Lenders, to visit and inspect any of
the properties of Company or of any of its Subsidiaries, to inspect, copy and
take extracts from its and their financial and accounting records, and to
discuss its and their affairs, finances and accounts with its and their officers
and independent public accountants (provided that Company
may, if it so chooses, be present at or participate in any such discussion), all
upon reasonable notice and at such reasonable times during normal business hours
one time in each Fiscal Year as Administrative Agent may request and, following
the occurrence and during the continuation of any Event of Default, at any time
or from time to time.  Notwithstanding anything in this subsection
6.5A or the other Loan Documents to the contrary, in no event shall Agents or
any Lender be permitted access to properties or information to the extent that
access to such properties or information would require Company or any Subsidiary
to submit a Certificate Pertaining to Foreign Interests or similar report
pursuant to the National Industrial Security Program Operating Manual or similar
rules in order to obtain or maintain Facilities Security Clearance or any
similar government security clearance.

         

        B.  Lender
Meeting.  Company will, upon the request of Administrative
Agent or Requisite Lenders, participate in a meeting or, at Company’s option,
teleconference with Administrative Agent and Lenders once during each Fiscal
Year to be held at such location and at such time as may be agreed to by Company
and Administrative Agent.

         

        
          	
                  6.6  

                	
                  Compliance with Laws,
      etc.

                


        

         

        Company
shall comply, and shall cause each of its Subsidiaries to comply, with the
requirements of all applicable laws, rules, regulations and orders of any
Government Authority (including all Environmental Laws), noncompliance with
which would be likely to cause, individually or in the aggregate, a Material
Adverse Effect.

         


        
          
            
            

          

          
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                  6.7  

                	
                  Execution of
      Subsidiary Guaranty and Personal Property Collateral Documents by Certain
      Additional Subsidiaries; Matters Relating to Real Property
      Collateral.

                


        

         

        A.  Execution of Subsidiary Guaranty and
Personal Property Collateral Documents.

         

        (i)  Subsidiary
Guaranty.  In the event that any Person becomes a Material
Domestic Subsidiary after the date hereof, and such Material Domestic Subsidiary
has not previously executed the Subsidiary Guaranty, Company will promptly
notify Administrative Agent of that fact and cause such Material Domestic
Subsidiary to execute and deliver to Administrative Agent a counterpart of the
Subsidiary Guaranty.  In addition, in the event that the aggregate
gross revenues for any Fiscal Year, commencing with the Fiscal Year ending
December 28, 2007, of Company and the Subsidiary Guarantors are less than
90% of the aggregate gross revenues of Company and the Domestic Subsidiaries on
a consolidated basis for such Fiscal Year, Company shall, within 60 days after
the end of such Fiscal Year, cause one or more additional Domestic Subsidiaries
to execute and deliver to Administrative Agent a counterpart of the Subsidiary
Guaranty such that the aggregate gross revenues for such Fiscal Year of Company
and all Subsidiary Guarantors shall be equal to at least 90% of the aggregate
gross revenues of Company and all Domestic Subsidiaries on a consolidated basis
for such Fiscal Year.

         

        (ii)  Pledge
Agreement.  In addition, but subject to subsection 6.7C, during
any Collateral Pledge Period or any Stock Pledge Period, Company shall, and
shall cause each such Subsidiary Guarantor promptly to execute a counterpart of
the Pledge Agreement or Foreign Pledge Agreements, as applicable, and take, and
cause each such Subsidiary Guarantor to take, all such further actions and
execute all such further documents and instruments as may be necessary
(including supplements and amendments to the Pledge Agreement) or, in the
opinion of Administrative Agent, desirable to create in favor of Administrative
Agent, for the benefit of Lenders, a valid First Priority Lien on all Capital
Stock of each Subsidiary Guarantor owned by each such Subsidiary Guarantor other
than any equity interests in Persons that are subject to prohibitions on
granting a security interest or otherwise transferring such equity interests
under state or local laws or under such Person’s Organizational Documents but
only if such Organizational Documents may not be amended or otherwise modified
to permit the granting of a security interest under the Pledge
Agreement.  In addition, as provided in the Pledge Agreement, Company
shall, or shall cause the Subsidiary that owns the Capital Stock of each such
Subsidiary Guarantor to, execute and deliver to Administrative Agent a
supplement to the Pledge Agreement and to deliver to Administrative Agent all
certificates representing such Capital Stock of each such Subsidiary Guarantor
(accompanied by irrevocable undated stock powers, duly endorsed in
blank).

         


        
          
            
            

          

          
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        (iii)  Security Agreement and Other
Collateral Documents.  In addition, (a) promptly, if, during
any Collateral Pledge Period, a Person becomes a Subsidiary Guarantor or (b)
within 60 days following the first day of any Collateral Pledge Period, Company
shall, and shall cause each Subsidiary Guarantor to execute and deliver to
Administrative Agent a counterpart of the Security Agreement and to take all
such further actions and execute and deliver, or cause to be executed and
delivered, all such further documents and instruments (including actions,
documents and instruments comparable to those described in subsections 4.1G
and 6.10C) as may be necessary or, in the opinion of Administrative Agent,
desirable to create in favor of Administrative Agent, for the benefit of
Lenders, a valid and perfected First Priority Lien on all of the Collateral
other than any equity interests in Persons that are subject to prohibitions on
granting a security interest or otherwise transferring such equity interests
under state or local laws or under such Person’s Organizational Documents but
only if such Organizational Documents may not be amended or otherwise modified
to permit the granting of a security interest under the Security
Agreement.

         

        B.  Subsidiary Organizational Documents,
Legal Opinions, Etc.  Company shall deliver to Administrative
Agent, together with such Loan Documents required pursuant to subsection 6.7A,
(i) certified copies of the Organizational Documents of each Subsidiary
Guarantor executing a counterpart of the Subsidiary Guaranty and the Pledge
Agreement, Foreign Pledge Agreements or Security Agreement, as the case may be,
pursuant to subsection 6.7A or any Subsidiary the Capital Stock of which has
been pledged pursuant to the Pledge Agreement, the Security Agreement or the
Foreign Pledge Agreements, as the case may be, together with a good standing
certificate from the Secretary of State of the jurisdiction of its organization
and, to the extent generally available, a certificate or other evidence of good
standing as to payment of any applicable franchise or similar taxes from the
appropriate taxing authority of such jurisdiction, each to be dated a recent
date prior to their delivery to Administrative Agent, (ii) a certificate
executed by the secretary or similar officer of such Subsidiary Guarantor as to
(a) the fact that the attached resolutions of the Governing Body of such
Subsidiary Guarantor approving and authorizing the execution, delivery and
performance of such Loan Documents are in full force and effect and have not
been modified or amended and (b) the incumbency and signatures of the
officers of such Subsidiary Guarantor executing such Loan Documents, and
(iii) if reasonably requested by Administrative Agent, a favorable opinion
of counsel to such Subsidiary Guarantor, in form and substance reasonably
satisfactory to Administrative Agent and its counsel, as to (a) the due
organization and good standing of such Subsidiary Guarantor, (b) the due
authorization, execution and delivery by such Subsidiary Guarantor of such Loan
Documents, (c) the enforceability of such Loan Documents against such
Subsidiary Guarantor and (d) such other matters (including matters relating
to the creation and perfection of Liens in any Collateral pursuant to such Loan
Documents) as Administrative Agent may reasonably request, all of the foregoing
to be in form and substance reasonably satisfactory to Administrative Agent and
its counsel.

         


        
          
            
            

          

          
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        C.  Foreign
Subsidiaries.  Notwithstanding the provisions of
subsection 6.7A, (i) no Foreign Subsidiary shall be required to
execute and deliver the Subsidiary Guaranty, the Pledge Agreement or the
Security Agreement, (ii) no Capital Stock of a Foreign Subsidiary shall be
required to be pledged pursuant to the provisions of the Pledge Agreement, any
Foreign Pledge Agreement or the Security Agreement, in each case to the extent
that such pledge by Company or a Subsidiary Guarantor would exceed 66% of the
Capital Stock of a Foreign Subsidiary, (iii) no Foreign Subsidiary shall be
required to pledge any Capital Stock of any of its Subsidiaries, and (iv) no
Capital Stock of a Dormant Subsidiary shall be required to be pledged pursuant
to the provisions of the Pledge Agreement, any Foreign Pledge Agreement or the
Security Agreement.

         

        D.  Matters Relating to Real Property
Collateral.  (a) Promptly, if Company or any Subsidiary
Guarantor acquires any Material Real Property, (b) promptly, in the event that
any Person becomes a Subsidiary Guarantor during a Collateral Pledge Period and
such Person owns or holds any Material Real Property, or (c) within 60 days
following the first day of any Collateral Pledge Period if Company or any
Subsidiary Guarantor owns any Material Real Property, in each case excluding
such Real Property Asset the encumbrancing of which requires the consent of any
then-existing senior lienholder, where Company and its Subsidiaries have
attempted in good faith, but are unable, to obtain such senior lienholder’s
consent (any such non-excluded Material Real Property being a “Mortgaged Property”), Company
or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as
practicable after such Person acquires such Mortgaged Property or becomes a
Subsidiary Guarantor, as the case may be:

         

        (i)  Mortgage.  A
fully executed and notarized Mortgage in proper form for recording in all
appropriate places in all applicable jurisdictions, encumbering the interest of
such Loan Party in such Mortgaged Property;

         

        (ii)  Opinion of Local
Counsel.  If reasonably requested by Administrative Agent, an
opinion of counsel (which counsel shall be reasonably satisfactory to
Administrative Agent) in the state in which such Mortgaged Property is located
with respect to the enforceability of the form of such Mortgage to be recorded
in such state and such other matters as Administrative Agent may reasonably
request, in form and substance reasonably satisfactory to Administrative
Agent;

         


        
          
            
            

          

          
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        (iii)  Title
Insurance.  (a) An ALTA mortgagee title insurance policy
or unconditional commitment therefor (any such policy or commitment therefore
being a “Mortgage
Policy”) issued by the Title Company with respect to the such Mortgaged
Property, in an amount not less than the amount designated therein with respect
to such Mortgaged Property, insuring fee simple title to each such Mortgaged
Property vested in such Loan Party and assuring Administrative Agent that such
Mortgage creates valid and enforceable First Priority mortgage Liens on such
Mortgaged Property encumbered thereby, subject only to such standard survey
exceptions and other exceptions as Administrative Agent shall approve, which
such Mortgage Policy (1) shall include an endorsement for mechanics’ liens, for
future advances under this Agreement and for any other matters reasonably
requested by Administrative Agent and (2) shall provide for affirmative
insurance and such reinsurance as Administrative Agent may reasonably request,
all of the foregoing in form and substance reasonably satisfactory to
Administrative Agent; and (b) evidence reasonably satisfactory to
Administrative Agent that such Loan Party has (i) delivered to the Title
Company all certificates and affidavits required by the Title Company in
connection with the issuance of such Mortgage Policy and (ii) paid to the
Title Company or to the appropriate Government Authorities all expenses and
premiums of the Title Company in connection with the issuance of such Mortgage
Policy and all recording and stamp taxes (including mortgage recording and
intangible taxes) payable in connection with recording such Mortgage in the
appropriate real estate records;

         

        (iv)  Title
Reports.  A title report issued by the Title Company with
respect to such Mortgaged Property, dated not more than 30 days prior to the
date of such Mortgage and satisfactory in form and substance to Administrative
Agent;

         

        (v)  Copies of Documents Relating
to Title Exceptions.  Copies of all recorded documents listed
as exceptions to title or otherwise referred to in such Mortgage Policy or in
the title reports delivered pursuant to subsection 6.7D(iv);

         

        (vi)  Matters Relating to Flood
Hazard Properties.  (a) Evidence, which may be in the form
of a letter from an insurance broker or a municipal engineer, as to whether
(1) such Mortgaged Property is a Flood Hazard Property and (2) the
community in which any such Flood Hazard Property is located is participating in
the National Flood Insurance Program, (b) if such Mortgaged Property is a
Flood Hazard Property, such Loan Party’s written acknowledgement of receipt of
written notification from Administrative Agent (1) as to the existence of
such Flood Hazard Property and (2) as to whether the community in which
such Flood Hazard Property is located is participating in the National Flood
Insurance Program, and (c) in the event such Flood Hazard Property is
located in a community that participates in the National Flood Insurance
Program, evidence that Company has obtained flood insurance in respect of such
Flood Hazard Property to the extent required under the applicable regulations of
the Board of Governors of the Federal Reserve System;

         


        
          
            
            

          

          
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        (vii)  Environmental
Reports.  Reports and other information, in form, scope and
substance reasonably satisfactory to Administrative Agent, regarding
environmental matters relating to such Mortgaged Property, which reports shall
include (i) a Phase I environmental assessment for such Mortgaged Property which
(a) conforms to the ASTM Standard Practice for Environmental Site
Assessments: Phase I Environmental Site Assessment Process, E 1527, (b) was
conducted no more than six months prior to the date of such Mortgage by one or
more environmental consulting firms reasonably satisfactory to Administrative
Agent, (c) includes an assessment of asbestos-containing materials at such
Mortgaged Property, and (d) is accompanied by an estimate of the reasonable
worst-case cost of investigating and remediating any Hazardous Materials
Activity identified in such Phase I environmental assessments as giving rise to
an actual or potential material violation of any Environmental Law or as
presenting a material risk of giving rise to a material Environmental Claim, and
(ii) a current compliance audit setting forth an assessment of such Loan
Party’s and such Mortgaged Property current and past compliance with
Environmental Laws and an estimate of the cost of rectifying any non-compliance
with current Environmental Laws identified therein and the cost of compliance
with reasonably anticipated future Environmental Laws identified
therein.

         

        (viii)  Environmental
Indemnity.  If requested by Administrative Agent, an
environmental indemnity agreement, satisfactory in form and substance to
Administrative

         

        Agent and
its counsel, with respect to the indemnification of Administrative Agent,
Joint-Lead Arrangers and Lenders for any liabilities that may be imposed on or
incurred by any of them as a result of any Hazardous Materials Activity;
and

         

        (ix)  Real Estate
Appraisals.  If requested by Administrative Agent, Company
shall, and shall cause each of its Subsidiaries to, permit an independent real
estate appraiser satisfactory to Administrative Agent, upon reasonable notice,
to visit and inspect such Mortgaged Property for the purpose of preparing an
appraisal of such Mortgaged Property satisfying the requirements of any
applicable laws and regulations (in each case to the extent required under such
laws and regulations as determined by Administrative Agent in its
discretion).

         


        
          
            
            

          

          
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                  6.8  

                	
                  Interest Rate
      Protection.

                


        

         

        Not later
than the date that is 55 days after the last day of the second full Fiscal
Quarter following the Closing Date, Company shall enter into one or more
Interest Rate Agreements with respect to the Term Loans, in an aggregate
notional principal amount of not less than 50% of the Term Loans outstanding on
the Closing Date for a term of at least three years after the Closing Date, each
such Interest Rate Agreement to be in form and substance reasonably satisfactory
to Administrative Agent.  In addition, not later than the date that is
55 days after the Tranche C Term Loan Commitment Effective Date, Company shall
enter into one or more Interest Rate Agreements with respect to the Tranche C
Term Loans, in an aggregate notional principal amount of not less than 50% of
the Tranche C Term Loans outstanding on the Tranche C Term Loan Commitment
Effective Date for a term of at least three years after the Tranche C Term Loan
Commitment Effective Date, each such Interest Rate Agreement to be in form and
substance reasonably satisfactory to Administrative
Agent.  Notwithstanding the foregoing, no such Interest Rate
Agreements shall be required during any Fiscal Quarter in the event the
Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal
Quarter is less than 3.25:1.00.  Company shall maintain in effect each
such Interest Rate Agreement during its term subject to the early termination
proviso in the preceding sentence.

         

        
          	
                  6.9  

                	
                  Ratings.

                


        

         

        Company
shall use commercially reasonable efforts to maintain a Company Debt
Rating.

         

        
          	
                  6.10  

                	
                  Post Closing
      Matters.

                


        

         

        A.  Insurance.  Within
30 days of the Closing Date, or such later date agreed to by Administrative
Agent and Company, Company shall comply with clauses (i) and (ii) of subsection
6.4B with respect to WGII and its Subsidiaries.

         


        
          
            
            

          

          
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        B.  Tax Good Standing Certificates; IP
Collateral; Liens; etc.  Within 30 days of the Closing Date, or
such later date agreed to by Administrative Agent and Company, Company shall (i)
comply with subsection 4.1A(i) with respect to the delivery of tax good standing
certificates of the Loan Parties listed in subsection (i) of Schedule 6.10of the
Company Disclosure Letter; (ii) deliver to Administrative Agent evidence of
recordation with the appropriate IP Filing Office of all documents or
instruments necessary to reflect the correct owner of the IP Collateral listed
in subsection (ii) of Schedule 6.10of the
Company Disclosure Letter; (iii) use best efforts to terminate the filings with
respect to the IP Collateral listed in subsection (iii) of Schedule 6.10of the
Company Disclosure Letter; (iv) deliver to Administrative Agent evidence of
termination of the UCC-1 financing statements listed in subsection (iv) of Schedule 6.10of the
Company Disclosure Letter; (v) deliver to Administrative Agent evidence of
amendment of the Organizational Documents listed in subsection (v) of Schedule 6.10 of the
Company Disclosure Letter, in form and substance satisfactory to Administrative
Agent, and take or cause to be taken all such actions, execute and deliver or
cause to be executed and delivered all such agreements, documents and
instruments, and make or caused to be made all such filings and recordings that
may be necessary or, in the opinion of Administrative Agent, desirable in order
to create in favor of Administrative Agent, for the benefit of Lenders, a valid
and (upon such filing and recording) perfected First Priority security interest
in the Capital Stock of Subsidiary Guarantors listed in subsection (v) of Schedule 6.10 of the
Company Disclosure Letter; and (vi) deliver to Administrative Agent
(a) certificates (which certificates shall be accompanied by irrevocable
undated stock powers, duly endorsed in blank and otherwise satisfactory in form
and substance to Administrative Agent) representing the Capital Stock of Persons
listed in subsection (vi) of Schedule 6.10 of the
Company Disclosure Letter.

         

        C.  Matters Relating to Foreign
Subsidiaries.  Within 60 days of the Closing Date, or such
later date agreed to by Administrative Agent and Company, Company shall, and
shall cause each Subsidiary Guarantor, to deliver to  Administrative
Agent (i) Foreign Pledge Agreements with respect to 66% of the Capital Stock
owned by Company or a Subsidiary Guarantor of all first-tier Material Foreign
Subsidiaries (other than Dormant Subsidiaries) with respect to which
Administrative Agent deems a Foreign Pledge Agreement necessary or advisable to
perfect or otherwise protect the First Priority Liens granted to Administrative
Agent on behalf of Lenders in such Capital Stock; (ii) certified copies of the
Organizational Documents of each Subsidiary the Capital Stock of which has been
pledged pursuant to such Foreign Pledge Agreements; and (iii) if reasonably
requested by Administrative Agent a favorable opinion of local counsel to
Company or such Subsidiary Guarantor, in form and substance reasonably
satisfactory to Administrative Agent and its counsel, as to (a) the due
authorization, execution and delivery by Company or such Subsidiary Guarantor of
such Foreign Pledge Agreements, (b) the enforceability of such Foreign
Pledge Agreements against Company or such Subsidiary Guarantor and (c) such
other matters (including matters relating to the creation and perfection of
Liens in any Collateral pursuant to such Foreign Pledge Agreements) as
Administrative Agent may reasonably request, all of the foregoing to be in form
and substance reasonably satisfactory to Administrative Agent and its counsel;
and to take all such other actions under the laws of such jurisdictions as
Administrative Agent may deem necessary or advisable to perfect or otherwise
protect such Liens.

         


        
          
            
            

          

          
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        D.  Matters Relating to Non-Material
Subsidiary Guarantors.  Within 75 days of the Closing Date, or
such later date agreed to by Administrative Agent and Company, Company shall
cause each Non-Material Subsidiary Guarantor to deliver to Administrative Agent
(i) the items described in clauses (i), (ii) and (iii) of subsection 4.1A;
(ii) schedules to the Pledge Agreement, the Security Agreement and the
Subsidiary Guaranty to be delivered by such Non-Material Subsidiary Guarantors
and described in clause (iv) of subsection 4.1A; (iii) any certificates
representing certificated Capital Stock of the Subsidiaries (other than Dormant
Subsidiaries) of such Non-Material Subsidiary Guarantor not delivered on the
Closing Date (which certificates shall be accompanied by irrevocable undated
stock powers, duly endorsed in blank and otherwise satisfactory in form and
substance to Joint-Lead Arrangers); and (iv) the opinions described in
subsection 4.1F with respect to such Non-Material Subsidiary
Guarantors.

         

        E.  Matters Relating to Surety
Acknowledgment.  On or prior to November 30, 2007,
Administrative Agent shall have received copies of the Surety Acknowledgment
executed by Federal Insurance Company and American International Companies and
shall have delivered to Administrative Agent evidence of termination of the
UCC-1 financing statements listed in subsection (vii) of Schedule 6.10 of the
Company Disclosure Letter.

         

        
Section 7.  COMPANY’S NEGATIVE
COVENANTS

         

        Company
covenants and agrees that, so long as any of the Commitments hereunder shall
remain in effect and until payment in full of all of the Loans and other
Obligations (other than Unasserted Obligations) and the cancellation or
expiration of all Letters of Credit, unless Requisite Lenders shall otherwise
give prior written consent, Company shall perform, and shall cause each of its
Subsidiaries to perform, the covenants applicable to them in this
Section 7.

         

        
          	
                  7.1  

                	
                  Indebtedness.

                


        

         

        Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, create, incur, assume or guaranty, or otherwise become or remain
directly or indirectly liable with respect to, any Indebtedness,
except:

         

        (i)  Company
and its Subsidiaries may become and remain liable with respect to the
Obligations;

         

        (ii)  Company
and its Subsidiaries may become and remain liable with respect to Contingent
Obligations permitted pursuant to subsection 7.4 and, upon any matured
obligations actually arising pursuant thereto, the Indebtedness corresponding to
the Contingent Obligations so extinguished;

         


        
          
            
            

          

          
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        (iii)  Company
may become and remain liable with respect to Indebtedness to any Subsidiary
(other than a Dormant Subsidiary), and any Subsidiary Guarantor may become and
remain liable with respect to Indebtedness to Company or any other Subsidiary
(other than a Dormant Subsidiary); provided that
(a) a security interest in all such intercompany Indebtedness held by
Company or a Subsidiary Guarantor shall have been granted to Administrative
Agent for the benefit of Lenders and (b) if such intercompany Indebtedness
is evidenced by a promissory note or other instrument, such promissory note or
instrument shall have been pledged to Administrative Agent pursuant to the
Pledge Agreement or the Security Agreement, as applicable; provided, however,
that  promissory notes with a face amount of $10,000,000 or less shall
not be required to be pledged unless the aggregate face amount
of  such promissory notes is $25,000,000 or more;

         

        (iv)  any
Subsidiary of Company (other than a Subsidiary Guarantor or a Dormant
Subsidiary) may become and remain liable with respect to Indebtedness to Company
or any Subsidiary Guarantor; provided that (a) the
aggregate principal amount of all such Indebtedness plus the aggregate
amount of Investments permitted pursuant to subsection 7.3(xi) does not exceed
at any time outstanding $200,000,000, which amount shall be increased by
$25,000,000 each Fiscal Year following the Fiscal Year ended December 26, 2008;
(b) a security interest in all such intercompany Indebtedness shall have
been granted to Administrative Agent for the benefit of Lenders; and (c) if
such intercompany Indebtedness is evidenced by a promissory note or other
instrument, such promissory note or instrument shall have been pledged to
Administrative Agent pursuant to the Pledge Agreement or the Security Agreement,
as applicable; provided, however,
that  promissory notes with a face amount of $10,000,000 or less shall
not be required to be pledged unless the aggregate face amount
of  such promissory notes is $25,000,000 or more; provided further, that the
restrictions set forth in clauses (a), (b) and (c) above shall not apply to any
such Indebtedness if, at the time Company or such Subsidiary incurs such
Indebtedness and after giving pro forma effect thereto, the Company Debt Rating
shall be at least Ba1 from Moody’s and at least BB+ from S&P;

         

        (v)  any
Subsidiary of Company (other than a Subsidiary Guarantor or a Dormant
Subsidiary) may become and remain liable with respect to Indebtedness to any
other Subsidiary  of Company (other than a Subsidiary Guarantor or a
Dormant Subsidiary);

         


        
          
            
            

          

          
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        (vi)  Company
and its Subsidiaries (other than Dormant Subsidiaries), as applicable, may
remain liable with respect to Indebtedness in an aggregate principal amount at
any time outstanding not to exceed the maximum principal amount (including the
maximum amount of any committed lease or other lines of credit) of the
Indebtedness described on Schedule 7.1 of the
Company Disclosure Letter and may become and remain liable with respect to any
refinancings, refundings, renewals, replacements or extensions thereof; provided that the
aggregate principal amount of all such Indebtedness is not increased at the time
of any such refinancing, refunding, renewal, replacement or extension except by
an amount equal to a reasonable premium or other reasonable amount paid, and
fees and expenses reasonably incurred, in connection with such refinancing,
refunding, renewal, replacement or extension and by an amount equal to any
existing commitments unutilized thereunder;

         

        (vii)  Company
and Subsidiary Guarantors may become and remain liable with respect to (a)
unsecured Permitted Senior Indebtedness in an aggregate principal amount not to
exceed $250,000,000 at any time outstanding and (b) unsecured Permitted
Subordinated Indebtedness, in each case following the date of the announcement
of a Permitted Acquisition or within six months following the consummation of a
Permitted Acquisition; provided, however, that the
restriction as to the amount of Permitted Senior Indebtedness shall not apply to
any such Permitted Senior Indebtedness if, at the time Company or such
Subsidiary Guarantor becomes liable with respect to such Permitted Senior
Indebtedness and after giving pro forma effect thereto, the Company Debt Rating
shall be at least Ba1 from Moody’s and at least BB+ from S&P (it being
understood that if the Company Debt Rating shall cease to be at least Ba1 from
Moody's and at least BB+ from S&P, the limitation under this proviso shall
be (1) increased to the then outstanding principal amount of Permitted Senior
Indebtedness made while the Company Debt Rating was at least Ba1 from Moody's
and at least BB+ from S&P and (2) decreased as such Permitted Senior
Indebtedness is repaid but not below $250,000,000);

         

        (viii)  Company
and its Subsidiaries (other than Dormant Subsidiaries) may become and remain
liable with respect to Indebtedness secured by Liens permitted pursuant to
subsection 7.2A(iv) and Indebtedness in respect of Capital Leases, and may
become and remain liable with respect to any refinancings, refundings, renewals,
replacements or extensions thereof, in an aggregate principal amount for all
such Indebtedness, refinancings, refundings, renewals, replacements and
extensions not to exceed $90,000,000 as of the Closing Date; provided that such
amount shall be increased by $10,000,000 as of the first day of each Fiscal Year
commencing with Fiscal Year 2008;

         


        
          
            
            

          

          
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        (ix)  Company
and its Subsidiaries (other than Dormant Subsidiaries) may become and remain
liable with respect to Indebtedness of any Person assumed in connection with a
Permitted Acquisition and a Person that becomes a direct or indirect Subsidiary
of Company as a result of a Permitted Acquisition may remain liable with respect
to Indebtedness on the date of such Permitted Acquisition; provided that (a)
such Indebtedness is not created in anticipation of such Permitted Acquisition,
and (b) the aggregate principal amount of all such Indebtedness that is secured
does not exceed $30,000,000 at any time outstanding;

         

        (x)  Company
and its Subsidiaries (other than Dormant Subsidiaries) may become and remain
liable with respect to other Indebtedness to Persons other than Company or any
of its Subsidiaries in an aggregate principal amount not to exceed $200,000,000
at any time outstanding; provided that the
aggregate principal amount of all such Indebtedness that is secured does not
exceed $50,000,000 at any time outstanding;

         

        (xi)  Foreign
Subsidiaries (other than Dormant Subsidiaries) may become and remain liable with
respect to Indebtedness to Persons other than Company or any of its Subsidiaries
in an aggregate principal amount (including the amount of any such Indebtedness
listed on Schedule
7.1 of the Company Disclosure Letter) not to exceed $50,000,000 at any
time outstanding;

         

        (xii)  Company
and its Subsidiaries (other than Dormant Subsidiaries) may become and remain
liable with respect to Indebtedness relating to insurance premium financings
incurred in the ordinary course of business;

         

        (xiii)  Company
and its Subsidiaries (other than Dormant Subsidiaries) may become and remain
liable with respect to Indebtedness secured by Liens permitted pursuant to
subsection 7.2A(xii);

         

        (xiv)  Company
and its Subsidiaries (other than Dormant Subsidiaries) may become and remain
liable with respect to Non-Recourse Indebtedness incurred in the ordinary course
of business; provided that both
before and after giving effect to the issuance of such Non-Recourse
Indebtedness, no Event of Default or Potential Event of Default has occurred and
is continuing; and

         

        (xv)  Company,
the Excluded Subsidiaries and Subsidiary Guarantors may make intercompany
transfers among and between cash management accounts maintained by Company, the
Excluded Subsidiaries and Subsidiary Guarantors.

         


        
          
            
            

          

          
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                  7.2  

                	
                  Liens and Related
      Matters.

                


        

         

        A.  Prohibition on
Liens.  Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC or under any similar recording or notice statute,
except:

         

        (i)  Permitted
Encumbrances;

         

        (ii)  Liens
granted pursuant to the Collateral Documents;

         

        (iii)  Liens
listed on Schedule
7.2 of the Company Disclosure Letter;

         

        (iv)  Liens on
any asset existing at the time of acquisition of such asset by Company or a
Subsidiary of Company, or Liens to secure the payment of all or any part of the
purchase price of an asset upon the acquisition of such asset by Company or a
Subsidiary of Company or to secure any Indebtedness permitted hereby incurred by
Company or a Subsidiary of Company at the time of or within 180 days after the
acquisition of such asset, which Indebtedness is incurred for the purpose of
financing all or any part of the purchase price thereof; provided, however, that (a) the
Lien shall apply only to the asset so acquired and proceeds thereof, and (b) all
such Liens do not in the aggregate secure Indebtedness in an aggregate principal
amount in excess of the amount permitted pursuant to subsections 7.1(vi) and
7.1(viii) at any time;

         

        (v)  Liens on
foreign assets of any Foreign Subsidiary (other than the Capital Stock of any
Foreign Subsidiary owned by a  Domestic Subsidiary) to secure
Indebtedness permitted pursuant to subsection 7.1(xi);

         

        (vi)  Liens
arising as a result of progress payments and retainage amounts arising in the
ordinary course of business under contracts to which Company or one of its
Subsidiaries is a party;

         

        (vii)  Liens
incurred in connection with the extension, renewal or refinancing of the
Indebtedness secured by the Liens described in clauses (iii) and (iv) above;
provided that
such Liens shall apply only to the assets subject to the existing
Lien;

         

        (viii)  Liens
assumed in connection with a Permitted Acquisition and Liens on assets of a
Person that becomes a direct or indirect Subsidiary of Company after the date of
this Agreement in a Permitted Acquisition, provided, however, that such
Liens exist at the time such Person becomes a Subsidiary of Company and are not
created in anticipation of such Permitted Acquisition and, in any event, do not
in the aggregate secure Indebtedness in an aggregate principal amount in excess
of $30,000,000 at any time;

         


        
          
            
            

          

          
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        (ix)  other
Liens securing Indebtedness or other obligations in an aggregate amount not to
exceed $50,000,000 outstanding at any time;

         

        (x)  Liens
securing Non-Recourse Indebtedness permitted pursuant to subsection
7.1(xiv);

         

        (xi)  Liens
incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security, or to secure the performance of tenders, statutory obligations, bid
and appeal bonds, bids, leases, government contracts, trade contracts,
performance and return of money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money), so long as no foreclosure,
sale or similar proceedings have been commenced with respect to any portion of
the Collateral on account thereof other than Liens incurred or deposits made in
connection with surety bonds permitted pursuant to subsection
7.2A(xii);

         

        (xii)  Liens
incurred or deposits made in the ordinary course of business in connection with
surety bonds; provided that with
respect to surety bonds issued in connection with specific Projects, (a) only
the Project Assets may be subject to the Liens permitted pursuant to this
subsection 7.2A(xii), (b) no such surety arrangements may require contractual
subordination of the Liens granted pursuant to the Collateral Documents and (c)
such surety bonds shall be consistent with industry practice and incurred in the
ordinary course of business of Company and its Subsidiaries; and

         

        (xiii)  Liens
securing insurance premium financing Indebtedness permitted pursuant to
subsection 7.1(xii).

         

        B.  Equitable Lien in Favor of
Lenders.  If Company or any of its Subsidiaries shall create or
assume any Lien upon any of its properties or assets, whether now owned or
hereafter acquired, other than Liens permitted pursuant to subsection 7.2A,
it shall make or cause to be made effective provision whereby the Obligations
will be secured by such Lien equally and ratably with any and all other
Indebtedness secured thereby as long as any such Indebtedness shall be so
secured; provided that,
notwithstanding the foregoing, this covenant shall not be construed as a consent
by Requisite Lenders to the creation or assumption of any such Lien not
permitted pursuant to subsection 7.2A.

         


        
          
            
            

          

          
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        C.  No Further Negative
Pledges.  Neither Company nor any of its Subsidiaries shall
enter into any agreement prohibiting the creation or assumption of any Lien upon
any of its properties or assets, whether now owned or hereafter acquired, except
(i) restrictions on the encumbrance of specific property encumbered to secure
payment of particular permitted Indebtedness or to be sold pursuant to an
executed agreement with respect to a sale of such assets, (ii) customary
non-assignment provisions contained in leases, subleases, licenses and
sublicenses permitted pursuant to this Agreement, (iii) restrictions contained
in agreements relating to Indebtedness of Company and its Subsidiaries permitted
pursuant to subsection 7.1(x) that expressly permit Liens in favor of
Administrative Agent for the benefit of Lenders (or the administrative agent
under any successor or replacement credit facility), (iv) restrictions on the
encumbrance of specific property encumbered to secure payment of Indebtedness of
Foreign Subsidiaries permitted pursuant to subsection 7.1(xi), (v) restrictions
contained in agreements relating to Indebtedness of Company and its Subsidiaries
permitted pursuant to subsection 7.1(xiv), (vi) restrictions contained in joint
venture agreements or other Contractual Obligations of Joint Ventures, or (vii)
restrictions on the encumbrance of specific property encumbered to secure
payment of performance bonds contained in indemnity agreements relating to such
performance bonds; provided that such
restrictions do not apply to the Capital Stock of any Subsidiary owned by
Company or a Domestic Subsidiary.

         

        D.  No Restrictions on Subsidiary
Distributions to Company or Other Subsidiaries.  Company will
not, and will not permit any of its Subsidiaries to, create or otherwise cause
or suffer to exist or become effective any consensual encumbrance or restriction
of any kind on the ability of any such Subsidiary to (i) pay dividends or
make any other distributions on any of such Subsidiary’s Capital Stock owned by
Company or any other Subsidiary of Company, (ii) repay or prepay any
Indebtedness owed by such Subsidiary to Company or any other Subsidiary of
Company, (iii) make loans or advances to Company or any other Subsidiary of
Company, or (iv) transfer any of its property or assets to Company or any
other Subsidiary of Company, except for (a) customary non-assignment
provisions contained in leases, subleases, licenses and sublicenses,
(b) restrictions on the transfer of ownership interests in Joint Ventures,
(c) restrictions in an executed agreement with respect to a sale of such
assets, (d) restrictions imposed by any agreements governing any Non-Recourse
Indebtedness to pay dividends or make any other distributions on any of such
Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company,
and (e) restrictions contained in the terms of any Indebtedness of Foreign
Subsidiaries permitted pursuant to subsection 7.1(xi) if such restriction
applies only in the event of a default in such Indebtedness, Company determines
that any such restriction will not materially affect Company’s ability to make
principal or interest payments on the Loans and the restriction is not
materially more disadvantageous to Lenders than is customary in comparable
financings.

         


        
          
            
            

          

          
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                  7.3  

                	
                  Investments;
      Acquisitions.

                


        

         

        Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, make or own any Investment in any Person, including any Joint
Venture, or acquire, by purchase or otherwise, all or substantially all the
business, property or fixed assets of, or Capital Stock of any Person, or any
division or line of business of any Person, except:

         

        (i)  Company
and its Subsidiaries may make and own Investments in Cash and Cash
Equivalents;

         

        (ii)  Company
and its Subsidiaries may make and own intercompany loans to the extent permitted
pursuant to subsections 7.1(iii), (iv) and (v);

         

        (iii)  any
Subsidiary (other than a Subsidiary Guarantor or a Dormant Subsidiary) may make
and own Investments in any other Subsidiary (other than a Subsidiary Guarantor
or a Dormant Subsidiary);

         

        (iv)  Company
and Subsidiary Guarantors may make and own Investments in Company and Subsidiary
Guarantors;

         

        (v)  Company
and its Subsidiaries may continue to own the Investments owned by them and
described on Schedule 7.3 of
the Company Disclosure Letter; provided that
additional Investments not described on Schedule 7.3 may be
made to the extent the Investments described on Schedule 7.3 are sold
or otherwise disposed of but not above $200,000,000;

         

        (vi)  Company
and its Subsidiaries may make capital expenditures in the ordinary course of
business;

         

        (vii)  Company
and its Subsidiaries may acquire Securities in connection with the satisfaction
or enforcement of Indebtedness or claims due or owing to Company or any of its
Subsidiaries or as security for any such Indebtedness or claim;

         


        
          
            
            

          

          
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        (viii)  Company
and its Subsidiaries may acquire assets (including Capital Stock and including
Capital Stock of Subsidiaries of Company formed in connection with any such
acquisition) of (a) any Person in the same or similar line of business (or any
related, ancillary or complementary business, including business services) as
Company having a fair market value not in excess of $50,000,000 individually and
$100,000,000 in the aggregate in any one Fiscal Year (1) through the issuance of
Capital Stock of Company or any Subsidiary, (2) with Cash, (3) with the proceeds
of Permitted Senior Indebtedness or Permitted Subordinated Indebtedness or (4)
with any combination of the foregoing, in each case if after giving effect to
such acquisition, no Event of Default or Potential Event of Default shall have
occurred or be continuing; or (b) any Person in the same or similar line of
business (or any related, ancillary or complementary business, including
business services) as Company (1) through the issuance of Capital Stock of
Company or any Subsidiary, (2) with Cash, (3) with the proceeds of Permitted
Senior Indebtedness or Permitted Subordinated Indebtedness or (4) with any
combination of the foregoing, in each case if after giving effect to such
acquisition, (A) no Event of Default or Potential Event of Default shall have
occurred or be continuing, (B) at least $100,000,000 is available in Revolving
Loan Commitments, and (C) the Consolidated Leverage Ratio determined on a pro
forma basis is equal to or less than 2.50:1.00 (each a “Permitted Acquisition”); provided, however, that the
restrictions set forth in clauses (a) and (b) above shall not apply if, at the
time Company or such Subsidiary makes such acquisition and after giving pro
forma effect thereto, the Company Debt Rating shall be at least Ba1 from Moody’s
and at least BB+ from S&P;

         

        (ix)  any
Person who becomes a Subsidiary of Company or who is merged or consolidated into
a Subsidiary of Company after the date hereof pursuant to a Permitted
Acquisition may continue to own Investments owned by such Person on the date of
such Permitted Acquisition; provided that (a)
such Investment was not incurred in connection with, or anticipation or
contemplation of, such Permitted Acquisition and (b) neither Company nor any of
its Subsidiaries (other than such Person or the Subsidiary of Company into which
such Person is merged or consolidated) shall become liable with respect to such
Investment;

         

        (x)  Company
and its Subsidiaries may make and own Investments consisting of non-Cash
consideration in the form of Capital Stock, notes or similar obligations in
connection with any sale of assets permitted pursuant to subsection
7.7;

         

        (xi)  Company
and its Subsidiaries (other than Dormant Subsidiaries) may make and own other
Investments; provided that the
aggregate principal amount of all such Investments plus the aggregate
amount of outstanding Indebtedness permitted pursuant to subsection 7.1(iv) does
not exceed at any time $200,000,000 which amount shall be increased by
$25,000,000 each Fiscal Year following the Fiscal Year ended December 26, 2008;
provided, however, that the
restriction as to the amount of such Investments shall not apply to any such
Investment if, at the time Company or such Subsidiary makes such Investment and
after giving pro forma effect thereto, the Company Debt Rating shall be at least
Ba1 from Moody’s and at least BB+ from S&P;

         


        
          
            
            

          

          
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        (xii)  Company
and its Subsidiaries may make and own Investments (including capital
contributions in or loans to) in Joint Ventures in the ordinary course of
business;

         

        (xiii)  Company
and its Subsidiaries may consummate the Merger in accordance with the terms and
conditions of the Merger Agreement; and

         

        (xiv)  Company,
the Excluded Subsidiaries and Subsidiary Guarantors may make and own Investments
in the form of Indebtedness permitted pursuant to subsection
7.1(xv).

         

        
          	
                  7.4  

                	
                  Contingent
      Obligations.

                


        

         

        Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, create or become or remain liable with respect to any Contingent
Obligation, except:

         

        (i)  Subsidiaries
of Company may become and remain liable with respect to Contingent Obligations
in respect of the Subsidiary Guaranty;

         

        (ii)  Company
and its Subsidiaries may become and remain liable with respect to Contingent
Obligations in respect of Letters of Credit and Company and its Subsidiaries may
become and remain liable with respect to Contingent Obligations in respect of
other letters of credit in an aggregate amount not to exceed at any time
$30,000,000;

         

        (iii)  Company
and its Subsidiaries may become and remain liable with respect to Contingent
Obligations in respect of customary indemnification and purchase price
adjustment obligations incurred in connection with sales of assets;

         

        (iv)  Company
may become and remain liable with respect to Contingent Obligations under Hedge
Agreements entered into in the ordinary course of business;

         

        (v)  Company
and its Subsidiaries may become and remain liable with respect to Contingent
Obligations described on Schedule 7.4 of the
Company Disclosure Letter;

         

        (vi)  (a)
Company and the Subsidiary Guarantors may become and remain liable with respect
to Contingent Obligations in respect of any Indebtedness of Company or any of
the Subsidiary Guarantors permitted pursuant to subsection 7.1; provided, however, that in the
event such Indebtedness is Subordinated Indebtedness, any Contingent Obligation
in respect thereof shall be subordinated to the Subsidiary Guaranty to the same
extent such Subordinated Indebtedness is subordinated to the Obligations of
Company or such Domestic Subsidiary, as the case may be; and (b) Subsidiaries of
Company (other than Subsidiary Guarantors) may become and remain liable with
respect to Contingent Obligations in respect of Indebtedness of Company or any
of its Subsidiaries permitted pursuant to subsection 7.1;

         


        
          
            
            

          

          
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        (vii)  Company
and its Subsidiaries may become and remain liable with respect to Contingent
Obligations in respect of performance bonds, bid bonds, appeal bonds, surety
bonds, and similar obligations provided in the ordinary course of business to
support the obligations of such Subsidiaries and Joint Ventures; provided that with
respect to surety bonds issued in connection with specific Projects, (a) only
the Project Assets may be subject to the Liens permitted pursuant to subsection
7.2A(xii), (b) no such surety arrangements may require contractual subordination
of the Liens granted pursuant to the Collateral Documents and (c) such surety
bonds shall be consistent with industry practice and incurred in the ordinary
course of business of Company and its Subsidiaries;

         

        (viii)  Company
and its Subsidiaries may become and remain liable with respect to
indemnification, adjustment of purchase price, earn-out deferred compensation
and similar obligations incurred in connection with a Permitted
Acquisition;

         

        (ix)  Company
and its Subsidiaries may become and remain liable with respect to other
Contingent Obligations; provided that the
maximum aggregate liability, contingent or otherwise, of Company and its
Subsidiaries in respect of all such other Contingent Obligations shall not
exceed the greater of (a) $50,000,000 at any time or (b) 2% of Consolidated
Tangible Assets (determined as of the end of the immediately preceding Fiscal
Quarter) at the time Company or such Subsidiary becomes liable with respect to
such Contingent Obligation;

         

        (x)  Company
and its Subsidiaries may become and remain liable with respect to any guaranties
by Company or such Subsidiary made in the ordinary course of business of any
obligations of a Subsidiary of Company under a contract for the performance of
or delivery of work or services (a) to a customer of such Subsidiary or (b)
where the party to the contract is a Joint Venture in which Company or any of
its Subsidiaries has an ownership interest; provided that such
guaranty does not require any payment obligation by or on behalf of Company or
such Subsidiary; and

         

        (xi)  Company
and its Subsidiaries may become and remain liable with respect to any guaranties
by Company or such Subsidiary made under real estate leases entered into in the
ordinary course of business.

         


        
          
            
            

          

          
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                  7.5  

                	
                  Restricted Junior
      Payments; Payments on Certain Other
      Indebtedness.

                


        

         

        Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, declare, order, pay, make or set apart any sum for any Restricted
Junior Payment; provided that
(i) Company may make regularly scheduled payments of interest in respect of
any Permitted Subordinated Indebtedness in accordance with the terms of, and
only to the extent required by, and subject to the subordination provisions
contained in, the indenture or other agreement pursuant to which such Permitted
Subordinated Indebtedness was issued; (ii) Company may repurchase common stock
of Company that constitutes odd lots pursuant to a program established by
Company for the repurchase of such odd lots in an aggregate amount not to exceed
$100,000; (iii) any Subsidiary of Company (other than a Subsidiary Guarantor)
may declare and pay dividends to Company or any other Subsidiary of Company and
any Subsidiary Guarantor may declare and pay dividends to Company or any other
Subsidiary Guarantor; (iv) Company and its Subsidiaries may purchase shares
of Capital Stock of any Subsidiary of Company owned by professional engineers in
connection with licensing requirements in an aggregate amount not to exceed
$500,000; (v) Company may purchase shares of Capital Stock of Company from the
employees, officers and directors of WGII pursuant to the stock options and
restricted stock grants that have vested in connection with the Acquisition;
(vi) Company may purchase shares of Capital Stock of Company and any warrants or
other rights with respect to the Capital Stock of Company from its
employees, officers and directors by net exercise, pursuant to the terms of any
employee stock option, restricted stock or incentive stock plan; and (vii)
Company may purchase shares of Capital Stock of Company and any warrants or
other rights with respect to the Capital Stock of Company from its officers and
directors in an aggregate amount not to exceed $50,000,000 in any Fiscal Year
other than by net exercise permitted pursuant to clause (vi) above; provided that the
amount for any Fiscal Year shall be increased by an amount equal to the sum of
(1) the excess, if any, of such amount for the previous Fiscal Year (without
giving effect to any adjustment in accordance with this proviso) over the actual
amount of purchases of Capital Stock during such previous Fiscal Year and (2)
$10,000,000; provided, however, that the
restriction on declaring, ordering, paying, making or setting apart any sum for
any Restricted Junior Payment shall not apply to any Restricted Junior Payment
if, after giving pro forma effect thereto, the Consolidated Leverage Ratio is
equal to or less than 1.00:1.00.

         


        
          
            
            

          

          
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                  7.6  

                	
                  Financial
      Covenants.

                


        

         

        A.  Minimum Interest Coverage
Ratio.  Company shall not permit the ratio of
(i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for
any four Fiscal Quarter period ending during any of the periods set forth below
to be less than the correlative ratio indicated:

         

        
          	
                  Period

                	
                  Minimum
      Interest

                  Coverage
      Ratio

                
	
                  4th Fiscal
      Quarter of Fiscal Year 2007

                	
                  4.0:1.0

                
	 	 
	
                  1st Fiscal
      Quarter of Fiscal Year 2008

                	
                  4.0:1.0

                
	
                  2nd Fiscal
      Quarter of Fiscal Year 2008

                	
                  4.5:1.0

                
	
                  3rd Fiscal
      Quarter of Fiscal Year 2008

                	
                  4.5:1.0

                
	
                  4th Fiscal
      Quarter of Fiscal Year 2008

                	
                  4.5:1.0

                
	 	 
	
                  1st Fiscal
      Quarter of Fiscal Year 2009

                	
                  4.5:1.0

                
	
                  2nd Fiscal
      Quarter of Fiscal Year 2009

                	
                  4.5:1.0

                
	
                  3rd Fiscal
      Quarter of Fiscal Year 2009

                	
                  4.5:1.0

                
	
                  4th Fiscal
      Quarter of Fiscal Year 2009

                	
                  5.0:1.0

                
	 	 
	
                  1st Fiscal
      Quarter of Fiscal Year 2010

                	
                  5.0:1.0

                
	
                  2nd Fiscal
      Quarter of Fiscal Year 2010

                	
                  5.0:1.0

                
	
                  3rd Fiscal
      Quarter of Fiscal Year 2010

                	
                  5.0:1.0

                
	
                  4th Fiscal
      Quarter of Fiscal Year 2010

                	
                  5.5:1.0

                
	 	 
	
                  1st Fiscal
      Quarter of Fiscal Year 2011

                	
                  5.5:1.0

                
	
                  2nd Fiscal
      Quarter of Fiscal Year 2011

                	
                  5.5:1.0

                
	
                  3rd Fiscal
      Quarter of Fiscal Year 2011

                	
                  5.5:1.0

                
	
                  4th Fiscal
      Quarter of Fiscal Year 2011

                  and
      each Fiscal Quarter thereafter

                	
                  6.0:1.0

                


        

         

        ; provided that, for
purposes of calculating Consolidated Cash Interest Expense with respect to the
calculation of such ratio for the four consecutive Fiscal Quarter period ending
(a) December 28, 2007, Consolidated Cash Interest Expense shall be deemed to be
actual Consolidated Cash Interest Expense for the Fiscal Quarter ending on
December 28, 2007 multiplied by four,
(b) March 28, 2008, Consolidated Cash Interest Expense shall be deemed to be
actual Consolidated Cash Interest Expense for the two Fiscal Quarter period
ending on March 28, 2008 multiplied by two,
and (c) June 27, 2008, Consolidated Cash Interest Expense shall be deemed to be
actual Consolidated Cash Interest Expense for the three Fiscal Quarter period
ending on June 27, 2008 multiplied by one and
one-third.

         


        
          
            
            

          

          
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        B.  Maximum Leverage
Ratio.  Company shall not permit the Consolidated Leverage
Ratio as of the last day of any Fiscal Quarter ending during any of the periods
set forth below to exceed the correlative ratio indicated:

         

        
          	
                  Period

                	
                  Maximum Leverage
      Ratio

                
	
                  4th Fiscal
      Quarter of Fiscal Year 2007

                	
                  3.500:1.00

                
	 	 
	
                  1st Fiscal
      Quarter of Fiscal Year 2008

                	
                  3.500:1.00

                
	
                  2nd Fiscal
      Quarter of Fiscal Year 2008

                	
                  3.000:1.00

                
	
                  3rd Fiscal
      Quarter of Fiscal Year 2008

                	
                  3.000:1.00

                
	
                  4th Fiscal
      Quarter of Fiscal Year 2008

                	
                  2.750:1.00

                
	 	 
	
                  1st Fiscal
      Quarter of Fiscal Year 2009

                	
                  2.750:1.00

                
	
                  2nd Fiscal
      Quarter of Fiscal Year 2009

                	
                  2.750:1.00

                
	
                  3rd Fiscal
      Quarter of Fiscal Year 2009

                	
                  2.750:1.00

                
	
                  4th Fiscal
      Quarter of Fiscal Year 2009

                	
                  2.375:1:00

                
	 	 
	
                  1st Fiscal
      Quarter of Fiscal Year 2010

                	
                  2.375:1:00

                
	
                  2nd Fiscal
      Quarter of Fiscal Year 2010

                	
                  2.375:1:00

                
	
                  3rd Fiscal
      Quarter of Fiscal Year 2010

                	
                  2.375:1:00

                
	
                  4th Fiscal
      Quarter of Fiscal Year 2010

                  and
      each Fiscal Quarter thereafter

                	
                  2.000:1:00

                


        

        


         

        
          	
                  7.7  

                	
                  Restriction on
      Fundamental Changes; Asset
Sales.

                


        

         

        Company
shall not, and shall not permit any of its Subsidiaries to, alter the corporate,
capital or legal structure of Company or any of its Subsidiaries, or enter into
any transaction of merger or consolidation, or liquidate, wind-up or dissolve
itself (or suffer any liquidation or dissolution), or convey, sell, lease or
sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one
transaction or a series of transactions, all or any part of its business,
property or assets (including its notes or receivables and Capital Stock of a
Subsidiary of Company, whether newly issued or outstanding), whether now owned
or hereafter acquired, except:

         

        (i)  any
Subsidiary of Company may be merged with or into Company or any wholly-owned
Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any
part of its business, property or assets may be conveyed, sold, leased,
transferred or otherwise disposed of, in one transaction or a series of
transactions, to Company or any wholly-owned Subsidiary Guarantor; provided that, in the
case of such a merger, Company or such wholly-owned Subsidiary Guarantor shall
be the continuing or surviving Person;

         

        (ii)  Company
and its Subsidiaries may sell or otherwise dispose of assets in transactions
that do not constitute Asset Sales;

         


        
          
            
            

          

          
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        (iii)  Company
and its Subsidiaries may dispose of obsolete, worn out or surplus property in
the ordinary course of business;

         

        (iv)  Company
and its Subsidiaries may make Asset Sales of assets having a fair market value
not in excess of $50,000,000 during any Fiscal Year (less the aggregate amount
of the Net Asset Sale Proceeds thereof in respect of which Company has delivered
an Officer’s Certificate pursuant to subsection 2.4B(iii)(a) setting forth its
intent to reinvest such Net Asset Sale Proceeds within 365 days of such sale or
other disposition); provided that the
amount for any Fiscal Year shall be increased by an amount equal to the excess,
if any, of such amount for the previous Fiscal Year (without giving effect to
any adjustment in accordance with this proviso) over the actual amount of sales
and other dispositions during such previous Fiscal Year; provided, however, that
(a) the consideration received for such assets shall be in an amount at
least equal to the fair market value thereof; (b) any non-Cash
consideration received for such assets shall be consistent with past practice
and the ordinary course of business of Company and its Subsidiaries; (c) no
Potential Event of Default or Event of Default shall have occurred or be
continuing after giving effect thereto; and (d) the proceeds of such Asset
Sales shall be applied as required by subsection 2.4B(iii)(a) or
subsection 2.4D; provided, however, that the
restrictions set forth in clauses (a), (b) and (c) above shall not apply if, at
the time Company or such Subsidiary  makes such Asset Sale and after
giving pro forma effect thereto, the Company Debt Rating shall be at least Ba1
from Moody’s and at least BB+ from S&P;

         

        (v)  in order
to resolve disputes that occur in the ordinary course of business, Company and
its Subsidiaries may discount or otherwise compromise for less than the face
value thereof, notes or accounts receivable;

         

        (vi)  Company
and its Subsidiaries may sell or dispose of shares of Capital Stock of any of
its Subsidiaries in order to qualify members of the Governing Body of any such
Subsidiary if required by applicable law;

         

        (vii)  the
Acquisition and the Merger may occur in accordance with the terms and conditions
of the Merger Agreement;

         

        (viii)  any
Person may be merged with or into any Subsidiary of Company if the acquisition
of the Capital Stock of such Person by Company or such Subsidiary would have
been permitted pursuant to subsection 7.3; provided that if a
Subsidiary of Company is not the surviving or continuing Person, the surviving
Person becomes a Subsidiary of Company and complies with the provisions of
subsection 6.7 and (c) no Potential Event of Default or Event of Default
shall have occurred or be continuing after giving effect thereto;

         

        (ix)  licenses
or sublicenses by Company and its Subsidiaries of software, trademarks, patents
and other intellectual property in the ordinary course of business and which do
not materially interfere with the business of Company or any of its
Subsidiaries;

         


        
          
            
            

          

          
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        (x)  transfers
of condemned property to the respective governmental authority or agency that
has condemned the same (whether by deed in lieu of condemnation or otherwise),
and transfers of properties that have been subject to a casualty to the
respective insurer of such property or its designee as part of an insurance
settlement;

         

        (xi)  Company
and its Subsidiaries may sell or otherwise dispose of Cash Equivalents permitted
to be made or owned pursuant to subsection 7.3(i);

         

        (xii)  Company
and its Subsidiaries may discontinue any operation (including the dissolution of
any of its Subsidiaries) in accordance with subsection 6.2;

         

        (xiii)  Company
and its Subsidiaries may sell and leaseback any property within 180 days of the
acquisition of such property; 

         

        (xiv)  any
Subsidiary (other than a Subsidiary Guarantor or a Dormant Subsidiary) may
transfer assets to any other Subsidiary (other than a Subsidiary Guarantor or a
Dormant Subsidiary); and

         

        (xv)  any
Foreign Subsidiary of Company may be merged with or into any other Foreign
Subsidiary of Company.

         

        
          	
                  7.8  

                	
                  Transactions with
      Affiliates.

                


        

         

        Except as
described on Schedule
7.8 of the Company Disclosure Letter, Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, enter into or permit
to exist any transaction (including the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate of Company on terms
that are less favorable to Company or such Subsidiary, as the case may be, than
those that might be obtained at the time from Persons who are not such a holder
or Affiliate; provided that the
foregoing restriction shall not apply to (i) any transaction between Company and
any of its wholly-owned Subsidiaries or between any of its wholly-owned
Subsidiaries, (ii) the payment of reasonable fees and compensation to
officers and directors of Company or any of its Subsidiaries and reasonable
indemnification arrangements entered into by Company or any of its Subsidiaries,
including any issuance of Securities, or other payments, awards or grants in
cash, Securities or otherwise pursuant to, or the funding of, employment
arrangements, employee stock options and employee stock ownership plans approved
by the Governing Body of Company, (iii) existing related party transactions
described in Company’s Annual Report on Form 10-K for the 2006 Fiscal Year or in
Company’s Definitive Proxy for its 2006 Annual Meeting of Stockholders, (iv)
existing related party transactions described in WGII’s Annual Report on Form
10-K for the 2006 Fiscal Year or in WGII’s Definitive Proxy for its 2007 Annual
Meeting of Stockholders, (v) any Restricted Junior Payment permitted pursuant to
subsection 7.5, (vi) transactions (a) approved by a majority of the
disinterested members of the Governing Body of Company or (b) for which Company
or any Subsidiary shall deliver to Administrative Agent a written opinion of a
nationally recognized investment banking, accounting, valuation or appraisal
firm stating that the transaction is fair to Company or such Subsidiary from a
financial point of view,

         


        
          
            
            

          

          
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        (vii) any
payments or other transaction pursuant to any tax sharing agreement between
Company and any other Person with which Company files a consolidated
tax  return or with which Company is part of a consolidated group for
tax purposes, and (viii) Investments permitted pursuant to subsection
7.3.

         

        
          	
                  7.9  

                	
                  Conduct of
      Business.

                


        

         

        From and
after the Closing Date, Company shall not, and shall not permit any of its
Subsidiaries to, engage in any business other than (i) the businesses
engaged in by Company and its Subsidiaries on the Closing Date and similar line
of business (or any related, ancillary or complementary business, including
business services) and (ii) such other lines of business as may be
consented to by Requisite Lenders.

         

        
          	
                  7.10  

                	
                  Fiscal
      Year.

                


        

         

        Company
shall not change any Fiscal Year-end from the 52-53 week period ending on the
Friday nearest December 31.

         

        
          	
                  7.11  

                	
                  Compliance with
      ERISA.

                


        

         

        Company
shall not cause or permit to occur, and shall not permit any of its Subsidiaries
or ERISA Affiliates to cause or permit to occur, ERISA Events that could
reasonably be expected to result in a Material Adverse Effect in the
aggregate.

         

        
          	
                  7.12  

                	
                  Amendments or Waivers
      of Certain
Agreements.

                


        

         

        Neither
Company nor any of its Subsidiaries will agree to any material amendment to, or
waive any of its material rights under, any Related Agreement after the Closing
Date without in each case obtaining the prior written consent of Requisite
Lenders to such amendment or waiver.

         

        
Section 8.  EVENTS OF
DEFAULT

         

        If any of
the following conditions or events (“Events of Default”) shall
occur:

         

        
          	
                  8.1  

                	
                  Failure to Make
      Payments When Due.

                


        

         

        Failure
by Company to pay any installment of principal of any Loan when due, whether at
stated maturity, by acceleration, by notice of voluntary prepayment, by
mandatory prepayment or otherwise; failure by Company to pay when due any amount
payable to an Issuing Lender in reimbursement of any drawing under a Letter of
Credit; or failure by Company to pay any interest on any Loan or any fee or any
other amount due under this Agreement within five days after the date due;
or

         


        
          
            
            

          

          
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                  8.2  

                	
                  Default in Other
      Agreements.

                


        

         

        (i)  Failure
of Company or any Material Domestic Subsidiary to pay when due any principal of
or interest on or any other amount payable in respect of one or more items of
Indebtedness (other than Indebtedness referred to in subsection 8.1) or
Contingent Obligations in an individual principal amount of $50,000,000 or more
or with an aggregate principal amount of $50,000,000 or more, in each case
beyond the end of any grace period provided therefor; or

         

        (ii)  breach or
default by Company or any Material Domestic Subsidiary with respect to any other
material term of (a) one or more items of Indebtedness or Contingent
Obligations with payment obligations thereunder in the individual or aggregate
principal amounts referred to in clause (i) above or (b) any loan
agreement, mortgage, indenture or other agreement relating to such item(s) of
Indebtedness or Contingent Obligation(s), if the effect of such breach or
default is to cause, or to permit the holder or holders of that Indebtedness or
Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to
cause, that Indebtedness or Contingent Obligation(s) to become or be declared
due and payable prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be (upon the giving or receiving of
notice, lapse of time, both, or otherwise); or

         

        
          	
                  8.3  

                	
                  Breach of Certain
      Covenants.

                


        

         

        Failure
of Company to perform or comply with any term or condition contained in
subsection 2.5, 6.1(i) (with respect to any condition or event that
constitutes an Event of Default), 6.2 or Section 7 of this Agreement;
or

         

        
          	
                  8.4  

                	
                  Breach of
      Warranty.

                


        

         

        Any
representation, warranty, certification or other statement made by Company or
any Material Domestic Subsidiary in any Loan Document or in any statement or
certificate at any time given by Company or any Material Domestic Subsidiary in
writing pursuant hereto or thereto or in connection herewith or therewith shall
be false in any material respect on the date as of which made; or

         

        
          	
                  8.5  

                	
                  Other Defaults Under
      Loan Documents.

                


        

         

        Any Loan
Party shall default in the performance of or compliance with any term contained
in this Agreement or any of the other Loan Documents, other than any such term
referred to in any other subsection of this Section 8, and such default
shall not have been remedied or waived within 30 days after the earlier of
(i) a Responsible Officer of Company becoming aware of such default or
(ii) receipt by Company and such Loan Party of notice from Administrative
Agent or any Lender of such default; or

         


        
          
            
            

          

          
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                  8.6  

                	
                  Involuntary
      Bankruptcy; Appointment of Receiver,
  etc.

                


        

         

        (i)  A court
having jurisdiction in the premises shall enter a decree or order for relief in
respect of Company or any Material Domestic Subsidiary in an involuntary case
under the Bankruptcy Code or under any other applicable bankruptcy, insolvency
or similar law now or hereafter in effect, which decree or order is not stayed;
or any other similar relief shall be granted under any applicable federal or
state law; or

         

        (ii)  an
involuntary case shall be commenced against Company or any Material Domestic
Subsidiary under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect; or a decree or order of a
court having jurisdiction in the premises for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having similar
powers over Company or any Material Domestic Subsidiary, or over all or a
substantial part of its property, shall have been entered; or there shall have
occurred the involuntary appointment of an interim receiver, trustee or other
custodian of Company or any Material Domestic Subsidiary for all or a
substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the
property of Company or any Material Domestic Subsidiary, and any such event
described in this clause (ii) shall continue for 60 days unless dismissed,
bonded or discharged; or

         

        
          	
                  8.7  

                	
                  Voluntary Bankruptcy;
      Appointment of Receiver,
etc.

                


        

         

        (i)  Company
or any Material Domestic Subsidiary shall have an order for relief entered with
respect to it or commence a voluntary case under the Bankruptcy Code or under
any other applicable bankruptcy, insolvency or similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an involuntary
case, or to the conversion of an involuntary case to a voluntary case, under any
such law, or shall consent to the appointment of or taking possession by a
receiver, trustee or other custodian for all or a substantial part of its
property; or Company or any Material Domestic Subsidiary shall make any
assignment for the benefit of creditors; or

         

        (ii)  Company
or any Material Domestic Subsidiary shall be unable, or shall fail generally, or
shall admit in writing its inability, to pay its debts as such debts become due;
or the Governing Body of Company or any Material Domestic Subsidiary (or any
committee thereof) shall adopt any resolution or otherwise authorize any action
to approve any of the actions referred to in clause (i) above or this
clause (ii); or

         


        
          
            
            

          

          
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            Table of Contents

          

        

         

        
          	
                  8.8  

                	
                  Judgments and
      Attachments.

                


        

         

        Any money
judgment, writ or warrant of attachment or similar process involving (i) in
any individual case an amount in excess of $50,000,000 or (ii) in the
aggregate at any time an amount in excess of $50,000,000 (in either case to the
extent not adequately covered by insurance as to which a solvent and
unaffiliated insurance company has acknowledged coverage) shall be entered or
filed against Company or any of its Material Domestic Subsidiaries or any of
their respective assets and shall remain undischarged, unvacated, unbonded or
unstayed for a period of 60 days (or in any event later than five days
prior to the date of any proposed sale thereunder); or

         

        
          	
                  8.9  

                	
                  Dissolution.

                


        

         

        Any
order, judgment or decree shall be entered against Company or any of its
Material Domestic Subsidiaries decreeing the dissolution or split up of Company
or that Material Domestic Subsidiary and such order shall remain undischarged or
unstayed for a period in excess of 30 days; or

         

        
          	
                  8.10  

                	
                  ERISA.

                


        

         

        There
shall occur an ERISA Event and the amount of all liabilities and deficiencies
resulting therefrom imposed, or which could reasonably be expected to be
imposed, directly on Company or any of its Subsidiaries, whether or not
assessed, when taken together with all other ERISA Events exceeds $50,000,000 in
the aggregate; or

         

        
          	
                  8.11  

                	
                  Change in
      Control.

                


        

         

        A Change
in Control shall have occurred; or

         

        
          	
                  8.12  

                	
                  Failure to Consummate
      Acquisition or
Merger.

                


        

         

        The
Acquisition or the Merger shall not be consummated in accordance with this
Agreement and the applicable Related Agreements concurrently with the making of
the initial Loans, or the Acquisition or the Merger shall be unwound, reversed
or otherwise rescinded in whole or in part for any reason; or

         


        
          
            
            

          

          
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                  8.13  

                	
                  Invalidity of Loan
      Documents; Guaranty; Failure of Security; Repudiation of
      Obligations.

                


        

         

        (i)  At any
time after the execution and delivery thereof, (a) any Loan Document (other than
the Collateral Documents) or any provision thereof for any reason, other than
the satisfaction in full of all Obligations, shall cease to be in full force and
effect (other than in accordance with its terms) or shall be declared to be null
and void, or (b) any Loan Party shall contest the validity or
enforceability of any Loan Document (other than the Collateral Documents) or any
provision thereof in writing or deny in writing that it has any further
liability, including with respect to future advances by Lenders, under any Loan
Document (other than the Collateral Documents) or any provision thereof to which
it is a party; or

         

        (ii)  (a) any
Collateral Document or any provision thereof for any reason, other than the
satisfaction in full of all Obligations, shall cease to be in full force and
effect (other than in accordance with its terms) or shall be declared to be null
and void, (b) Administrative Agent shall not have or shall cease to have a
valid and perfected First Priority Lien in any material part of the Collateral
purported to be covered by the Collateral Documents, in each case for any reason
other than the failure of Administrative Agent or any Lender to take any action
within its control, or (c) any Loan Party shall contest the validity or
enforceability of any Collateral Document or any provision thereof in writing or
deny in writing that it has any further liability, including with respect to
future advances by Lenders, under any Collateral Document or any provision
thereof to which it is a party;

         

        THEN (i) upon the
occurrence of any Event of Default described in subsection 8.6 or 8.7
with respect to Company or any Material Domestic Subsidiary, each of
(a) the unpaid principal amount of and accrued interest on the Loans,
(b) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (whether or not any beneficiary
under any such Letter of Credit shall have presented, or shall be entitled at
such time to present, the drafts or other documents or certificates required to
draw under such Letter of Credit), and (c) all other Obligations shall
automatically become immediately due and payable, without presentment, demand,
protest or other requirements of any kind, all of which are hereby expressly
waived by Company, and the obligation of each Lender to make any Loan and the
obligation of the Issuing Lenders to issue any Letter of Credit hereunder shall
thereupon terminate, and (ii) upon the occurrence and during the
continuation of any other Event of Default, Administrative Agent shall, upon the
written request or with the written consent of Requisite Lenders, by written
notice to Company, declare all or any portion of the amounts described in
clauses (a) through (c) above to be, and the same shall forthwith
become, immediately due and payable, without presentment, demand, protest or
other requirements of any kind, all of which are hereby expressly waived by
Company, and the obligation of each Lender to make any Loan and the obligation
of the Issuing Lenders to issue any Letter of Credit hereunder shall thereupon
terminate; provided that the
foregoing shall not affect in any way the obligations of Revolving Lenders under
subsection 3.3C(i) or the obligations of Revolving Lenders to purchase
assignments of any unpaid Swing Line Loans as provided in subsection
2.1A(iv).

         


        
          
            
            

          

          
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        Any
amounts described in clause (b) above, when received by Administrative
Agent, shall be held by Administrative Agent pursuant to the terms of the Pledge
Agreement and shall be applied as therein provided.

         

        
Section 9.  ADMINISTRATIVE
AGENT

         

        
          	
                  9.1  

                	
                  Appointment.

                


        

         

        A.  Appointment of Administrative
Agent.  Wells Fargo is hereby appointed Administrative Agent
hereunder and under the other Loan Documents.  Each Lender (including
any Lender in its capacity as a counterparty to a Hedge Agreement with Company
or one of it Subsidiaries) hereby authorizes Administrative Agent to act as its
agent in accordance with the terms of this Agreement and the other Loan
Documents.  Wells Fargo agrees to act upon the express conditions
contained in this Agreement and the other Loan Documents, as
applicable.  The provisions of this Section 9 are solely for the
benefit of Agents and Lenders and no Loan Party shall have  rights as
a third party beneficiary of any of the provisions thereof.  In
performing its functions and duties under this Agreement, Administrative Agent
(other than as provided in subsection 2.1D) shall act solely as an agent of
Lenders and does not assume and shall not be deemed to have assumed any
obligation towards or relationship of agency or trust with or for Company or any
other Loan Party.

         

        Administrative
Agent may execute any of its duties under this Agreement or any other Loan
Document by or through agents, employees or attorneys-in-fact appointed by
Administrative Agent in its sole discretion.  Administrative Agent and
any such sub-agent may perform any and all of the duties of Administrative Agent
and exercise the rights and powers of Administrative Agent by or through their
respective Affiliates and the partners, directors, officers, employees, agents
and advisors of such Person and of such Person’s Affiliates (“Related
Parties”).  The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of Administrative Agent
and any such sub-agent.

         

        Administrative
Agent hereby appoints Morgan Stanley as its agent for purposes of making all
Loans to be made on the Closing Date and exercising the consent rights of
Administrative Agent to any assignment pursuant to subsection 10.1 during the
Primary Syndication.

         


        
          
            
            

          

          
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        B.  Appointment of Supplemental
Collateral Agents.  It is the purpose of this Agreement and the
other Loan Documents that there shall be no violation of any law of any
jurisdiction denying or restricting the right of banking corporations or
associations to transact business as agent or trustee in such
jurisdiction.  It is recognized that in case of litigation under this
Agreement or any of the other Loan Documents, and in particular in case of the
enforcement of any of the Loan Documents, or in case Administrative Agent deems
that by reason of any present or future law of any jurisdiction it may not
exercise any of the rights, powers or remedies granted herein or in any of the
other Loan Documents or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that Administrative Agent
appoint an additional individual or institution as a separate trustee,
co-trustee, collateral agent or collateral co-agent (any such additional
individual or institution being referred to herein individually as a “Supplemental Collateral Agent”
and collectively as “Supplemental Collateral
Agents”).

         

        In the
event that Administrative Agent appoints a Supplemental Collateral Agent with
respect to any Collateral, (i) each and every right, power, privilege or
duty expressed or intended by this Agreement or any of the other Loan Documents
to be exercised by or vested in or conveyed to Administrative Agent with respect
to such Collateral shall be exercisable by and vest in such Supplemental
Collateral Agent to the extent, and only to the extent, necessary to enable such
Supplemental Collateral Agent to exercise such rights, powers and privileges
with respect to such Collateral and to perform such duties with respect to such
Collateral, and every covenant and obligation contained in the Loan Documents
and necessary to the exercise or performance thereof by such Supplemental
Collateral Agent shall run to and be enforceable by either Administrative Agent
or such Supplemental Collateral Agent, and (ii) the provisions of this
Section 9 and of subsections 10.2 and 10.3 that refer to
Administrative Agent shall inure to the benefit of such Supplemental Collateral
Agent and all references therein to Administrative Agent shall be deemed to be
references to Administrative Agent and/or such Supplemental Collateral Agent, as
the context may require.

         

        Should
any instrument in writing from Company or any other Loan Party be required by
any Supplemental Collateral Agent so appointed by Administrative Agent for more
fully and certainly vesting in and confirming to him or it such rights, powers,
privileges and duties, Company shall, or shall cause such Loan Party to,
execute, acknowledge and deliver any and all such instruments promptly upon
request by Administrative Agent.  In case any Supplemental Collateral
Agent, or a successor thereto, shall die, become incapable of acting, resign or
be removed, all the rights, powers, privileges and duties of such Supplemental
Collateral Agent, to the extent permitted by law, shall vest in and be exercised
by Administrative Agent until the appointment of a new Supplemental Collateral
Agent.

         


        
          
            
            

          

          
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                  9.2  

                	
                  Powers and Duties;
      General Immunity.

                


        

         

        A.  Powers; Duties
Specified.  Each Lender irrevocably authorizes Administrative
Agent to take such action on such Lender’s behalf and to exercise such powers,
rights and remedies hereunder and under the other Loan Documents as are
specifically delegated or granted to Administrative Agent by the terms hereof
and thereof, together with such powers, rights and remedies as are reasonably
incidental thereto.  Administrative Agent shall have only those duties
and responsibilities that are expressly specified in this Agreement and the
other Loan Documents.  Administrative Agent may exercise such powers,
rights and remedies and perform such duties by or through its agents or
employees.  Administrative Agent shall not have, by reason of this
Agreement or any of the other Loan Documents, a fiduciary relationship in
respect of any Lender or Company; and nothing in this Agreement or any of the
other Loan Documents, expressed or implied, is intended to or shall be so
construed as to impose upon Administrative Agent any obligations in respect of
this Agreement or any of the other Loan Documents except as expressly set forth
herein or therein.

         

        B.  No Responsibility for Certain
Matters.  No Agent shall be responsible to any Lender for the
execution, effectiveness, genuineness, validity, enforceability, collectibility
or sufficiency of this Agreement or any other Loan Document or for any
representations, warranties, recitals or statements made herein or therein or
made in any written or oral statements or in any financial or other statements,
instruments, reports or certificates or any other documents furnished or made by
such Agent to Lenders or by or on behalf of Company to such Agent or any Lender
in connection with the Loan Documents and the transactions contemplated thereby
or for the financial condition or business affairs of Company or any other
Person liable for the payment of any Obligations, nor shall such Agent be
required to ascertain or inquire as to the performance or observance of any of
the terms, conditions, provisions, covenants or agreements contained in any of
the Loan Documents or as to the use of the proceeds of the Loans or the use of
the Letters of Credit or as to the existence or possible existence of any Event
of Default or Potential Event of Default.  Anything contained in this
Agreement to the contrary notwithstanding, Administrative Agent shall not have
any liability arising from confirmations of the amount of outstanding Loans or
the Revolving Letter of Credit Usage or the component amounts
thereof.

         


        
          
            
            

          

          
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        C.  Exculpatory
Provisions.  No Agent or any of its officers, directors,
employees or agents shall be liable to Lenders for any action taken or omitted
by such Agent under or in connection with any of the Loan Documents except to
the extent caused by such Agent’s gross negligence or willful
misconduct.  An Agent shall be entitled to refrain from any act or the
taking of any action (including the failure to take an action) in connection
with this Agreement or any of the other Loan Documents or from the exercise of
any power, discretion or authority vested in it hereunder or thereunder unless
and until such Agent shall have received instructions in respect thereof from
Requisite Lenders (or such other Lenders as may be required to give such
instructions under subsection 10.6) and, upon receipt of such instructions
from Requisite Lenders (or such other Lenders, as the case may be), such Agent
shall be entitled to act or (where so instructed) refrain from acting, or to
exercise such power, discretion or authority, in accordance with such
instructions; provided that no
Agent shall be required to take any action that, in its opinion or the opinion
of its counsel, may expose such Agent to liability or that is contrary to any
Loan Document or applicable law.  Without prejudice to the generality
of the foregoing, (i) each Agent shall be entitled to rely, and shall be
fully protected in relying, upon any communication (including any electronic
message, Internet or intranet website posting or other distribution), instrument
or document believed by it to be genuine and correct and to have been signed or
sent by the proper person or persons, and shall be entitled to rely and shall be
protected in relying on opinions and judgments of attorneys (who may be
attorneys for Company and its Subsidiaries), accountants, experts and other
professional advisors selected by it; and (ii) no Lender shall have any
right of action whatsoever against an Agent as a result of such Agent acting or
(where so instructed) refraining from acting under this Agreement or any of the
other Loan Documents in accordance with the instructions of Requisite Lenders
(or such other Lenders as may be required to give such instructions under
subsection 10.6).

         

        D.  Agents Entitled to Act as
Lender.  The agency hereby created shall in no way impair or
affect any of the rights and powers of, or impose any duties or obligations
upon, an Agent in its individual capacity as a Lender hereunder.  With
respect to its participation in the Loans and the Letters of Credit, an Agent
shall have the same rights and powers hereunder as any other Lender and may
exercise the same as though it were not performing the duties and functions
delegated to it hereunder, and the term “Lender” or “Lenders” or any similar
term shall, unless the context clearly otherwise indicates, include each Agent
in its individual capacity.  An Agent and its Affiliates may accept
deposits from, lend money to, acquire equity interests in and generally engage
in any kind of commercial banking, investment banking, trust, financial advisory
or other business with Company or any of its Affiliates as if it were not
performing the duties specified herein, and may accept fees and other
consideration from Company for services in connection with this Agreement and
otherwise without having to account for the same to Lenders.

         


        
          
            
            

          

          
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                  9.3  

                	
                  Representations and
      Warranties; No Responsibility For Appraisal of
      Creditworthiness.

                


        

         

        Each
Lender agrees that it has made its own independent investigation of the
financial condition and affairs of Company and its Subsidiaries in connection
with the making of the Loans and the issuance of Letters of Credit hereunder and
that it has made and shall continue to make its own appraisal of the
creditworthiness of Company and its Subsidiaries.  No Agent shall have
any duty or responsibility, either initially or on a continuing basis, to make
any such investigation or any such appraisal on behalf of Lenders or to provide
any Lender with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at any time or
times thereafter, and no Agent shall have any responsibility with respect to the
accuracy of or the completeness of any information provided to
Lenders.

         

        
          	
                  9.4  

                	
                  Right to
      Indemnity.

                


        

         

        Each
Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each
Agent and its officers, directors, employees, agents, attorneys, professional
advisors and Affiliates to the extent that any such Person shall not have been
reimbursed by Company, for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
(including counsel fees and disbursements and fees and disbursements of any
financial advisor engaged by Agent) or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against an Agent or
any other Persons in exercising the powers, rights and remedies of an Agent or
performing the duties of an Agent hereunder or under the other Loan Documents or
otherwise in its capacity as an Agent in any way relating to or arising out of
this Agreement or the other Loan Documents; provided that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of an Agent resulting from such Agent’s gross negligence or willful
misconduct.  If any indemnity furnished to an Agent or other Persons
for any purpose shall, in the opinion of such Agent, be insufficient or become
impaired, such Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished.

         


        
          
            
            

          

          
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                  9.5  

                	
                  Resignation of Agents;
      Successor Administrative Agent and Swing Line
      Lenders.

                


        

         

        A.  Resignation; Successor Administrative
Agent.  Any Agent may resign at any time by giving 30 days’
prior written notice thereof to Lenders and Company.  Upon any such
notice of resignation by Administrative Agent, Requisite Lenders shall have the
right, and if no Event of Default has occurred and is continuing, in
consultation with Company, upon five Business Days’ notice to Company, to
appoint a successor Administrative Agent.  If no such successor shall
have been so appointed by Requisite Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, the retiring Administrative Agent may, on behalf of Lenders,
and if no Event of Default has occurred and is continuing, in consultation with
Company, appoint a successor Administrative Agent.  If Administrative
Agent shall notify Lenders and Company that no Person has accepted such
appointment as successor Administrative Agent, such resignation shall
nonetheless become effective in accordance with Administrative Agent’s notice
and (i) the retiring Administrative Agent shall be discharged from its duties
and obligations under the Loan Documents, except that any Collateral held by
Administrative Agent will continue to be held by it until a Person shall have
accepted the appointment of successor Administrative Agent, and (ii) all
payments, communications and determinations provided to be made by, to or
through Administrative Agent shall instead be made by, to or through each Lender
directly, until such time as Requisite Lenders appoint a successor
Administrative Agent in accordance with this subsection 9.5A.  Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, that successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent and the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement
(if not already discharged as set forth above).  After any retiring
Agent’s resignation hereunder, the provisions of this Section 9 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was an
Agent under this Agreement.

         

        B.  Resignation; Successor Swing Line
Lenders.  Any Swing Line Lender may resign at any time by
giving 30 days’ prior written notice thereof to Lenders and
Company.  Upon any such notice of resignation by such Swing Line
Lender, Company shall have the right, upon five Business Days’ notice to
Lenders, to appoint a successor Swing Line Lender.  If no such
successor shall have been so appointed by Company and shall have accepted such
appointment within 30 days after the retiring Swing Line Lender gives notice of
its resignation, such resignation shall nonetheless become effective in
accordance with such Swing Line Lender’s notice and (i) the retiring Swing Line
Lender shall be discharged from its duties and obligations hereunder and (ii) if
there is no other Swing Line Lender remaining under this Agreement, no Swing
Line Loans may be made until such time as Company appoints a successor Swing
Line Lender in accordance with this subsection 9.5B.  Upon the
acceptance of any appointment as a Swing Line Lender hereunder, that successor
Swing Line Lender shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Swing Line Lender and the
retiring Swing Line Lender shall be discharged from its duties and obligations
under this Agreement.

         


        
          
            
            

          

          
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                  9.6  

                	
                  Collateral Documents,
      Guaranties and Surety
  Acknowledgment.

                


        

         

        Each
Lender (which term shall include, for purposes of this subsection 9.6, any
Swap Counterparty) hereby further authorizes Administrative Agent, on behalf of
and for the benefit of Lenders, to enter into each Collateral Document as
secured party, to be the agent for and representative of Lenders under the
Subsidiary Guaranty and to enter into the Surety Acknowledgment or any similar
arrangement with another surety, and each Lender agrees to be bound by the terms
of each Collateral Document, the Subsidiary Guaranty, the Surety Acknowledgment
and any similar arrangement with another surety; provided that
Administrative Agent shall not (i) enter into or consent to any material
amendment, modification, termination or waiver of any provision contained in any
Collateral Document or the Subsidiary Guaranty or (ii) release any
Collateral (except as otherwise expressly permitted or required pursuant to the
terms of this Agreement or the applicable Collateral Document), in each case
without the prior consent of Requisite Lenders (or, if required pursuant to
subsection 10.6, all Lenders); providedfurther, however, that,
without further written consent or authorization from Lenders, Administrative
Agent may execute any documents or instruments necessary to (a) release any
Lien encumbering any item of Collateral that is the subject of a sale or other
disposition of assets permitted hereunder or to which Requisite Lenders have
otherwise consented (other than a sale or other disposition to
an  Affiliate of Company), (b) release any Subsidiary Guarantor
from the Subsidiary Guaranty if (i) all of the Capital Stock of such
Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company)
pursuant to a sale or other disposition permitted hereunder or to which
Requisite Lenders have otherwise consented or (ii) Company provides written
notice to Administrative Agent that such Subsidiary Guarantor is no longer a
Material Domestic Subsidiary or a Domestic Subsidiary required to execute the
Subsidiary Guaranty, (c) release the Liens encumbering the Collateral in
accordance with subsection 10.14B, or (d) subordinate the Liens of
Administrative Agent, on behalf of Lenders, to any Liens permitted pursuant to
subsections 7.2A(iii), (iv), (vii) and (viii); provided that, in the
case of a sale of such item of Collateral or stock referred to in subdivision
(a) or (b), the requirements of subsection 10.14A are
satisfied.  Anything contained in any of the Loan Documents to the
contrary notwithstanding, Company, Administrative Agent and each Lender hereby
agree that (1) no Lender shall have any right individually to realize upon
any of the Collateral under any Collateral Document or to enforce the Subsidiary
Guaranty, it being understood and agreed that all powers, rights and remedies
under the Collateral Documents and the Subsidiary Guaranty may be exercised
primarily by Administrative Agent for the benefit of Lenders in accordance with
the terms thereof, and (2) in the event of a foreclosure by Administrative
Agent on any of the Collateral pursuant to a public or private sale,
Administrative Agent or any Lender may be the purchaser of any or all of such
Collateral at any such sale and Administrative Agent, as agent for and
representative of Lenders (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by Administrative Agent
at such sale.

         


        
          
            
            

          

          
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                  9.7  

                	
                  Duties of Other
      Agents.

                


        

         

        Syndication
Agent, each of the Co-Documentation Agents and each of the Co-Agents shall have
no right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders as such.  Without
limiting the foregoing, none of such Lenders shall have or be deemed to have a
fiduciary relationship with any Lender.

         

        
          	
                  9.8  

                	
                  Administrative Agent
      May File Proofs of
Claim.

                


        

         

        In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to Company or any of the Subsidiaries of Company,
Administrative Agent (irrespective of whether the principal of any Loan shall
then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether Administrative Agent shall have made any demand on
Company) shall be entitled and empowered, by intervention in such proceeding or
otherwise

         

        (i)  to file
and prove a claim for the whole amount of principal and interest owing and
unpaid in respect of the Loans and any other Obligations that are owing and
unpaid and to file such other papers or documents as may be necessary or
advisable in order to have the claims of Lenders and Agents (including any claim
for the reasonable compensation, expenses, disbursements and advances of Lenders
and Agents and their agents and counsel and all other amounts due Lenders and
Agents under subsections 2.3 and 10.2) allowed in such judicial proceeding,
and

         

        (ii)  to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;

         

        and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to Administrative Agent and, in the event that
Administrative Agent shall consent to the making of such payments directly to
Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agents and their agents
and counsel, and any other amounts due Agents under subsections 2.3 and
10.2.

         

        Nothing
herein contained shall be deemed to authorize Administrative Agent to authorize
or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lenders or to authorize Administrative Agent to vote in
respect of the claim of any Lender in any such proceeding.

         


        
          
            
            

          

          
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Section 10.  MISCELLANEOUS

         

        
          	
                  10.1  

                	
                  Successors and
      Assigns; Assignments and Participations in Loans and Letters of
      Credit.

                


        

         

        A.  General.  This
Agreement shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and assigns of Lenders (it being understood that Lenders’ rights
of assignment are subject to the further provisions of this subsection
10.1).  Neither Company’s rights or obligations hereunder nor any
interest therein may be assigned or delegated by Company without the prior
written consent of all Lenders (and any attempted assignment or transfer by
Company without such consent shall be null and void).  No sale,
assignment or transfer or participation of any Letter of Credit or any
participation therein may be made separately from a sale, assignment, transfer
or participation of a corresponding interest in the Revolving Loan Commitment
and the Revolving Loans of the Revolving Lender effecting such sale, assignment,
transfer or participation.  Anything contained herein to the contrary
notwithstanding, except as provided in subsection 2.1A(iv) and subsection 10.5,
the Swing Line Loan Commitment and the Swing Line Loans of any Swing Line Lender
may not be sold, assigned or transferred as described below to any Person other
than a successor Swing Line Lender to the extent contemplated by subsection
9.5.  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Affiliates of each of Administrative Agent and Lenders
and Indemnitees) any legal or equitable right, remedy or claim under or by
reason of this Agreement.  In addition, no sale, assignment, transfer
or participation of any Loan or Commitment by any Lender shall, without consent
of Company, require Company to file a registration statement with the Securities
and Exchange Commission or apply to qualify such sale, assignment, transfer or
participation under the securities laws of any state.

         


        
          
            
            

          

          
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        B.  Assignments.

         

        (i)  Amounts and Terms of
Assignments.  Any Lender may assign to one or more Eligible
Assignees all or any portion of its rights and obligations under this Agreement;
provided that
(a), except (1) in the case of an assignment of the entire remaining
amount of the assigning Lender’s rights and obligations under this Agreement or
(2) in the case of an assignment to a Lender or an Affiliate of a Lender or
an Approved Fund of a Lender, the aggregate amount of the Revolving Loan
Exposure, Tranche A Term Loan Exposure, Tranche B Term Loan
Exposure or Tranche C Term Loan Exposure of the assigning Lender and the
assignee subject to each such assignment shall not be less than $2,000,000 with
respect to the Revolving Loan Exposure or Tranche A Term Loan Exposure or
$1,000,000 with respect to the Tranche B Term Loan Exposure or the Tranche C
Term Loan Exposure (in each case aggregating concurrent assignments by or to two
or more Affiliated Funds for purposes of determining such minimum amount),
unless each of Administrative Agent and, with respect to the Revolving Loan
Exposure only and so long as no Event of Default has occurred and is continuing,
Company otherwise consents (each such consent not to be unreasonably withheld or
delayed); provided, however, that no
consent of Company shall be required in connection with the Primary Syndication,
(b) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under
this Agreement with respect to the Loans or the Commitments assigned, and any
assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans
and Revolving Letter of Credit participations shall be made only as an
assignment of the same proportionate part of the assigning Lender’s Revolving
Loan Commitment, Revolving Loans and Revolving Letter of Credit participations,
(c) the parties to each assignment shall (A) electronically execute and
deliver to Administrative Agent an Assignment Agreement via an electronic
settlement system acceptable to Administrative Agent or (B) manually execute and
deliver to Administrative Agent an Assignment Agreement, together with a
processing and recordation fee of $3,500 (unless the assignee is an Affiliate or
an Approved Fund of the assignor or a Lender, in which case no fee shall be
required, and provided that only
one such processing and recordation fee shall be required in connection with
concurrent assignments by or to two or more Affiliated Funds), at Administrative
Agent’s discretion, and the Eligible Assignee, if it shall not already be a
Lender, shall deliver to Administrative Agent information reasonably requested
by Administrative Agent, including an administrative questionnaire and such
forms, certificates or other evidence, if any, with respect to United States
federal income tax withholding matters as the assignee under such Assignment
Agreement may be required to deliver to Administrative Agent pursuant to
subsection 2.7B(iv) and with respect to information requested under the Patriot
Act, and (d) except in the case of an assignment to another Lender, an
Affiliate of a Lender or an Approved Fund of a Lender, each of (1)
Administrative Agent, (2) with respect to assignments of Revolving Loans and
Revolving Loan Commitments, each Issuing Lender and each Swing Line Lender and
(3) with respect to the Revolving Loan Exposure only and if no Event of Default
has occurred and is continuing, Company, shall have consented thereto (which
consents shall not be unreasonably withheld or delayed); provided, however, that no
consent of Company shall be required in connection with the Primary
Syndication.

         


        
          
            
            

          

          
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                              Upon
acceptance and recording by Administrative Agent pursuant to clause (ii) below,
from and after the effective date specified in such Assignment Agreement,
(y) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment Agreement, shall have the rights and obligations of a Lender
hereunder and shall be deemed to have made all of the agreements of a Lender
contained in the Loan Documents arising out of or otherwise related to such
rights and obligations and (z) the assigning Lender thereunder shall, to
the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment Agreement, relinquish its rights (other than any
rights which survive the termination of this Agreement under subsection 10.9B)
and be released from its obligations under this Agreement (and, in the case of
an Assignment Agreement covering all or the remaining portion of an assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto; provided that,
anything contained in any of the Loan Documents to the contrary notwithstanding,
if such Lender is an Issuing Lender such Lender shall continue to have all
rights and obligations of an Issuing Lender until the cancellation or expiration
of any Letters of Credit issued by it and the reimbursement of any amounts drawn
thereunder).  The assigning Lender shall, upon the effectiveness of
such assignment or as promptly thereafter as practicable, surrender its Notes,
if any, to Administrative Agent for cancellation, and thereupon new Notes shall,
if so requested by the assignee and/or the assigning Lender in accordance with
subsection 2.1E, be issued to the assignee and/or to the assigning Lender,
substantially in the form of Exhibit V, Exhibit VI, Exhibit VII, or Exhibit VIII annexed
hereto, as the case may be, with appropriate insertions, to reflect the amounts
of the new Commitments and/or outstanding Revolving Loans and/or outstanding
Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as the
case may be, of the assignee and/or the assigning Lender.  Other than
as provided in subsection 2.1A(iv) and subsection 10.5, any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this subsection 10.1B shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection 10.1C.

         

        (ii)  Acceptance by Administrative
Agent; Recordation in Register.  Upon its receipt of an
Assignment Agreement executed by an assigning Lender and an assignee
representing that it is an Eligible Assignee, together with the processing and
recordation fee referred to in subsection 10.1B(i) and any forms, certificates
or other evidence with respect to United States federal income tax withholding
matters that such assignee may be required to deliver to Administrative Agent
pursuant to subsection 2.7B(iv), Administrative Agent shall, if Administrative
Agent and Company have consented to the assignment evidenced thereby (in each
case to the extent such consent is required pursuant to subsection 10.1B(i)),
(a) accept such Assignment Agreement by executing a counterpart thereof as
provided therein (which acceptance shall evidence any required consent of
Administrative Agent to such assignment), and (b) record the information
contained therein in the Register.  No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this clause (ii).

         


        
          
            
            

          

          
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        (iii)  Deemed Consent by
Company.  If the consent of Company to an assignment or to an
Eligible Assignee is required hereunder (including a consent to an assignment
which does not meet the minimum assignment thresholds specified in subsection
10.1B(i)), Company shall be deemed to have given its consent five Business Days
after the date notice thereof has been delivered by the assigning Lender
(through Administrative Agent  or the electronic settlement system
used in connection with any such assignment) unless such consent is expressly
refused by Company prior to such fifth Business Day.

         

        (iv)  Special Purpose Funding
Vehicles.  Notwithstanding anything to the contrary contained
herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in
writing from time to time by the Granting Lender to Administrative Agent and
Company, the option to provide to Company all or any part of any Loan that such
Granting Lender would otherwise be obligated to make to Company pursuant to this
Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to make any
Loan, and (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof.  The making
of a Loan by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Loan were made by such Granting
Lender.  Each party hereto hereby agrees that no SPC shall be liable
for any indemnity or similar payment obligation under this Agreement (all
liability for which shall remain with the Granting Lender).  In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPC, it will not institute against, or
join any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the
laws of the United States or any state thereof.  In addition,
notwithstanding anything to the contrary contained in this subsection 10.1B(iv),
any SPC may (i) with notice to, but without the prior written consent of,
Company and Administrative Agent and without paying any processing fee therefor,
assign all or a portion of its interests in any Loans to the Granting Lender or
to any financial institutions (consented to by Company and Administrative Agent)
providing liquidity and/or credit support to or for the account of such SPC to
support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.  This subsection
10.1B(iv) may not be amended without the written consent of the
SPC.  Each Granting Lender shall, acting for this purpose as an agent
of Company, maintain at one of its offices a register substantially similar to
the Register for the recordation of the names and addresses of its assignees and
the amount and terms of its assignments pursuant to this subsection 10.1(B)(iv)
and no such assignment shall be effective until and unless it is recorded in
such register.

         


        
          
            
            

          

          
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        C.  Participations.  Any
Lender may, without the consent of, or notice to, Company or Administrative
Agent, sell participations to one or more Persons (other than a natural Person
or Company or any of its Affiliates) in all or a portion of such Lender’s rights
and/or obligations under this Agreement; provided that (i)
such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) Company, Administrative Agent and
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this
Agreement.  Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
directly affecting (i) the extension of the regularly scheduled maturity of
any portion of the principal amount of or interest on any Loan allocated to such
participation or (ii) a reduction of the principal amount of or the rate of
interest payable on any Loan allocated to such participation.  Subject
to the further provisions of this subsection 10.1C, Company agrees that each
Participant shall be entitled to the benefits of subsections 2.6D and 2.7 to the
same extent as if it were a Lender and had acquired its interest by assignment
pursuant to subsection 10.1B.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of subsection 10.4 as though
it were a Lender, provided that such
Participant agrees to be subject to subsection 10.5 as though it were a
Lender.  A Participant shall not be entitled to receive any greater
payment under subsections 2.6D and 2.7 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant unless the sale of the participation to such Participant is made
with Company’s prior written consent.  No Participant shall be
entitled to the benefits of subsection 2.7 unless Company is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of Company, to comply with subsection 2.7B(iv) as though it were a
Lender.

         

        D.  Pledges and
Assignments.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its Loans, and the other Obligations
owed to such Lender, to secure obligations of such Lender, including any pledge
or assignment to secure obligations to any Federal Reserve Bank; provided that
(i) no Lender shall be relieved of any of its obligations hereunder as a
result of any such assignment or pledge and (ii) in no event shall any
assignee or pledgee be considered to be a “Lender” or be entitled to require the
assigning Lender to take or omit to take any action hereunder.

         

        E.  Information.  Each
Lender may furnish any information concerning Company and its Subsidiaries in
the possession of that Lender from time to time to assignees and participants
(including prospective assignees and participants), subject to subsection
10.19.

         


        
          
            
            

          

          
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        F.  Agreements of
Lenders.  Each Lender listed on the signature pages hereof
hereby agrees, and each Lender that becomes a party thereto pursuant to an
Assignment Agreement shall be deemed to agree (i) that it is an Eligible
Assignee described in clause (ii) of the definition thereof; (ii) that it has
experience and expertise in the making of or purchasing loans such as the Loans;
and (iii) that it will make or purchase Loans for its own account in the
ordinary course of its business and without a view to distribution of such Loans
within the meaning of the Securities Act or the Exchange Act or other federal
securities laws (it being understood that, subject to the provisions of this
subsection 10.1, the disposition of such Loans or any interests therein shall at
all times remain within its exclusive control).  Each Lender that
becomes a party hereto pursuant to an Assignment Agreement shall be deemed to
represent that such Assignment Agreement constitutes a legal, valid and binding
obligation of such Lender, enforceable against such Lender in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and by general principles of equity.

         

        
          	
                  10.2  

                	
                  Expenses.

                


        

         

        Whether
or not the transactions contemplated hereby shall be consummated, Company agrees
to pay promptly (i) all actual and reasonable costs and expenses of
negotiation, preparation and execution of the Loan Documents and any consents,
amendments, waivers or other modifications thereto; (ii) all costs and
expenses of furnishing all opinions by counsel for Company required hereunder
and of Company’s performance of and compliance with all agreements and
conditions on its part to be performed or complied with under this Agreement and
the other Loan Documents; (iii) all reasonable fees, expenses and
disbursements of counsel to Administrative Agent (including allocated costs of
internal counsel) in connection with the negotiation, preparation, execution and
administration of the Loan Documents and any consents, amendments, waivers or
other modifications thereto and any other documents or matters requested by
Company; (iv) all the actual costs and reasonable expenses of creating and
perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant
to any Collateral Document, including filing and recording fees, expenses and
taxes, stamp or documentary taxes, search fees, title insurance premiums, and
reasonable fees, expenses and disbursements of counsel to Administrative Agent
and of counsel providing any opinions required hereunder; (v) all actual
costs and reasonable expenses incurred by Administrative Agent in connection
with the custody or preservation of any of the Collateral; (vi) all actual
costs and reasonable expenses incurred by Administrative Agent in connection
with the syndication of the Commitments; (vii) all actual costs and reasonable
expenses, including reasonable attorneys’ fees (including allocated costs of
internal counsel) and fees, costs and expenses of accountants, advisors and
consultants, incurred by Administrative Agent and its counsel relating to
efforts to (a) evaluate or assess any Loan Party, its business or financial
condition and (b) protect, evaluate, assess or dispose of any of the Collateral;
and

         


        
          
            
            

          

          
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        (viii)
all costs and expenses, including reasonable attorneys’ fees (including
allocated costs of internal counsel), fees, costs and expenses of accountants,
advisors and consultants and costs of settlement, incurred by Administrative
Agent and Lenders in enforcing any Obligations of or in collecting any payments
due from any Loan Party hereunder or under the other Loan Documents (including
in connection with the sale of, collection from, or other realization upon any
of the Collateral or the enforcement of the Loan Documents) or in connection
with any refinancing or restructuring of the credit arrangements provided under
this Agreement in the nature of a “work-out” or pursuant to any insolvency or
bankruptcy proceedings.

         

        
          	
                  10.3  

                	
                  Indemnity.

                


        

         

        In
addition to the payment of expenses pursuant to subsection 10.2, whether or not
the transactions contemplated hereby shall be consummated, Company agrees to
defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold
harmless Agents and Lenders (including Issuing Lenders), and the officers,
directors, trustees, employees, agents, advisors, attorneys and Affiliates of
Agents and Lenders (collectively called the “Indemnitees”), from and
against any and all Indemnified Liabilities (as hereinafter defined); provided that Company
shall not have any obligation to any Indemnitee hereunder with respect to any
Indemnified Liabilities to the extent such Indemnified Liabilities arise solely
from the gross negligence, willful misconduct or breach of a contractual
undertaking of that Indemnitee as determined by a final judgment of a court of
competent jurisdiction.

         

        As used
herein, “Indemnified
Liabilities” means, collectively, any and all liabilities, obligations,
losses, damages (including natural resource damages), penalties, actions,
judgments, suits, claims (including Environmental Claims), costs (including the
costs of any investigation, study, sampling, testing, abatement, cleanup,
removal, remediation or other response action necessary to remove, remediate,
clean up or abate any Hazardous Materials Activity), expenses and disbursements
of any kind or nature whatsoever (including the reasonable fees and
disbursements of counsel for Indemnitees (including allocated costs of internal
counsel) in connection with any investigative, administrative or judicial
proceeding commenced or threatened by any Person, whether or not any such
Indemnitee shall be designated as a party or a potential party thereto, and any
fees or expenses incurred by Indemnitees in enforcing this indemnity), whether
direct, indirect or consequential and whether based on any federal, state or
foreign laws, statutes, rules or regulations (including securities and
commercial laws, statutes, rules or regulations and Environmental Laws), on
common law or equitable cause or on contract or otherwise, that may be imposed
on, incurred by, or asserted against any such Indemnitee, in any manner relating
to or arising out of (i) this Agreement, the other Loan Documents or the Related
Agreements or the transactions contemplated hereby or thereby (including
Lenders’ agreement to make the Loans hereunder or the use or intended use of the
proceeds thereof or the issuance of  Letters of Credit hereunder or
the use or intended use of any thereof, the failure of an Issuing Lender to
honor a drawing under a Letter of Credit as a result of any act or omission,
whether rightful or wrongful, of any present or future de jure or de facto
Government Authority, or any enforcement of any of the Loan Documents (including
any sale of, collection from, or other realization upon any of the Collateral or
the enforcement of the Subsidiary Guaranty)),

         


        
          
            
            

          

          
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        (ii) the
statements contained in the commitment letter delivered by any Lender to Company
with respect thereto, or (iii) any Environmental Claim or any Hazardous
Materials Activity relating to or arising from, directly or indirectly, any past
or present activity, operation, land ownership, or practice of Company or any of
its Subsidiaries.

         

        To the
extent that the undertakings to defend, indemnify, pay and hold harmless set
forth in this subsection 10.3 may be unenforceable in whole or in part because
they are violative of any law or public policy, Company shall contribute the
maximum portion that it is permitted to pay and satisfy under applicable law to
the payment and satisfaction of all Indemnified Liabilities incurred by
Indemnitees or any of them.

         

        Promptly
after receipt by an Indemnitee of notice of the commencement of any action, such
Indemnitee shall use reasonable efforts to notify Company of the commencement of
such action.

         

        
          	
                  10.4  

                	
                  Set-Off.

                


        

         

        In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, upon the occurrence and during the
continuation of any Event of Default each of Lenders and their Affiliates is
hereby authorized by Company at any time or from time to time, without notice to
Company or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and to apply any and all deposits (general or
special, time or demand, provisional or final, including Indebtedness evidenced
by certificates of deposit, whether matured or unmatured, but not including
trust accounts) and any other Indebtedness at any time held or owing by that
Lender or any Affiliate of that Lender to or for the credit or the account of
Company and each other Loan Party against and on account of the Obligations of
Company or any other Loan Party to that Lender (or any Affiliate of that Lender)
or to any other Lender (or any Affiliate of any other Lender) under this
Agreement, the Letters of Credit and participations therein and the other Loan
Documents, including all claims of any nature or description arising out of or
connected with this Agreement, the Letters of Credit and participations therein
or any other Loan Document, irrespective of whether or not (i) that Lender shall
have made any demand hereunder or (ii) the principal of or the interest on the
Loans or any amounts in respect of the Letters of Credit or any other amounts
due hereunder shall have become due and payable pursuant to Section 8 and
although said obligations and liabilities, or any of them, may be contingent or
unmatured.

         


        
          
            
            

          

          
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                  10.5  

                	
                  Ratable
      Sharing.

                


        

         

        Lenders
hereby agree among themselves that if any of them shall, whether by voluntary or
mandatory payment (other than a payment or prepayment of Loans made and applied
in accordance with the terms of this Agreement), by realization upon security,
through the exercise of any right of set-off or banker’s lien, by counterclaim
or cross action or by the enforcement of any right under the Loan Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, amounts payable in respect of Letters
of Credit, fees and other amounts then due and owing to that Lender hereunder or
under the other Loan Documents (collectively, the “Aggregate Amounts Due” to
such Lender) that is greater than the proportion received by any other Lender in
respect of the Aggregate Amounts Due to such other Lender, then the Lender
receiving such proportionately greater payment shall, unless such
proportionately greater payment is required by the terms of this Agreement
(i) notify Administrative Agent and each other Lender of the receipt of
such payment and (ii) apply a portion of such payment to purchase
assignments (which it shall be deemed to have purchased from each seller of an
assignment simultaneously upon the receipt by such seller of its portion of such
payment) of the Aggregate Amounts Due to the other Lenders so that all such
recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion
to the Aggregate Amounts Due to them; provided that
(A) if all or part of such proportionately greater payment received by such
purchasing Lender is thereafter recovered from such Lender upon the bankruptcy
or reorganization of Company or otherwise, those purchases shall be rescinded
and the purchase prices paid for such assignments shall be returned to such
purchasing Lender ratably to the extent of such recovery, but without interest
and (B) the foregoing provisions shall not apply to (1) any payment
made by Company pursuant to and in accordance with the express terms of this
Agreement or (2) any payment obtained by a Lender as consideration for the
assignment (other than an assignment pursuant to this subsection 10.5) of or the
sale of a participation in any of its Obligations to any Eligible Assignee or
Participant pursuant to subsections 10.1B and 10.1C.  Company
expressly consents to the foregoing arrangement and agrees that any purchaser of
an assignment so purchased may exercise any and all rights of a Lender as to
such assignment as fully as if that Lender had complied with the provisions of
subsection 10.1B with respect to such assignment.  In order to further
evidence such assignment (and without prejudice to the effectiveness of the
assignment provisions set forth above), each purchasing Lender and each selling
Lender agree to enter into an Assignment Agreement at the request of a selling
Lender or a purchasing Lender, as the case may be, in form and substance
reasonably satisfactory to each such Lender.

         


        
          
            
            

          

          
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                  10.6  

                	
                  Amendments and
      Waivers.

                


        

         

        No
amendment, modification, termination or waiver of any provision of this
Agreement or of the Notes, and no consent to any departure by Company therefrom,
shall in any event be effective without the written concurrence of Requisite
Lenders; provided that no such
amendment, modification, termination, waiver or consent shall, without the
written consent of:

         

        (a)  each
Lender with Obligations directly affected (whose consent shall be sufficient for
any such amendment, modification, termination or waiver without the consent of
Requisite Lenders) (1) reduce the principal amount of any Loan, (2) postpone the
scheduled final maturity date of any Loan (including by extension of the Term
Loan Commitments), or postpone the date or reduce the amount of any scheduled
payment (but not prepayment) of principal of any Loan, (3) postpone the date on
which any interest or any fees are payable, (4) decrease the interest rate borne
by any Loan (other than any waiver of any increase in the interest rate
applicable to any of the Loans pursuant to subsection 2.2E) or the amount of any
fees payable hereunder (other than any waiver of any increase in the fees
applicable to Revolving Letters of Credit pursuant to subsection 3.2 following
an Event of Default), (5) reduce the amount or postpone the due date of any
amount payable in respect of any Letter of Credit, (6) extend the expiration
date of any Revolving Letter of Credit beyond the Revolving Loan Commitment
Termination Date, (7) extend the Revolving Loan Commitment Termination Date, or
(8) change in any manner the obligations of Revolving Lenders relating to the
purchase of participations in Revolving Letters of Credit;

         

        (b)  each
Lender, (1) change in any manner the definition of “Class” or the
definition of “Pro Rata Share” or the definition of “Requisite Class Lenders” or
the definition of “Requisite Lenders” (except for any changes resulting solely
from an increase in the aggregate amount of the Term Loan Commitments pursuant
to subsection 2.1A(v) or approved by Requisite Lenders), (2) change in any
manner any provision of this Agreement that, by its terms, expressly requires
the approval or concurrence of all Lenders, (3) increase the maximum
duration of Interest Periods permitted hereunder, (4) release any Lien granted
in favor of Administrative Agent with respect to all or substantially all of the
Collateral or release any Subsidiary Guarantor from its obligations under the
Subsidiary Guaranty, in each case other than in accordance with the terms of the
Loan Documents, (5) change in any manner or waive the provisions contained in
subsection 2.4D, subsection 8.1, subsection 10.5 or this subsection 10.6, or (6)
change in any manner the provisions in subsections 2.1C and 2.4C(iii) relating
to the apportionment of payments and disbursements by and to Lenders in
accordance with their Pro Rata Shares;

         

        (c)  each Swap
Counterparty, change the provisions contained in subsection 2.4D in a manner
adverse to any Swap Counterparty with outstanding obligations under any Hedge
Agreement between a Loan Party and such Swap Counterparty.

         


        
          
            
            

          

          
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        In
addition, no amendment, modification, termination or waiver of any provision (i)
of any Note shall be effective without the written concurrence of the Lender
which is the holder of that Note, (ii) of subsection 2.1A(iv) or of any other
provision of this Agreement relating to the Swing Line Loan Commitment or the
Swing Line Loans shall be effective without the written concurrence of all Swing
Line Lenders, (iii) of Section 3 shall be effective without the written
concurrence of Administrative Agent and, with respect to the purchase of
participations in Letters of Credit, without the written concurrence of each
Issuing Lender that has issued an outstanding Letter of Credit or has not been
reimbursed for a payment under a Letter of Credit, (iv) of Section 9 or of
any other provision of this Agreement which, by its terms, expressly requires
the approval or concurrence of Administrative Agent shall be effective without
the written concurrence of Administrative Agent, (v) of subsection 2.4 that
has the effect of changing any voluntary or mandatory prepayments, or Commitment
reductions applicable to a Class in a manner that disproportionately
disadvantages such Class relative to any other Class shall be effective without
the written concurrence of Requisite Class Lenders of such affected Class (it
being understood and agreed that any amendment, modification, termination or
waiver of any such provision which only postpones or reduces any interim
scheduled payment, voluntary or mandatory prepayment, or Commitment reduction
from those set forth in subsection 2.4 with respect to one Class but not any
other Class shall be deemed to disproportionately disadvantage such one Class
but not to disproportionately disadvantage any such other Class for purposes of
this clause (v)); and (vi) that increases the amount of a Commitment of a Lender
shall be effective without the consent of such Lender (it being understood and
agreed that a waiver of a condition precedent set forth in Section 4 or of any
Potential Event of Default or Event of Default is not considered an increase or
extension in Commitments of any Lender); and (vii) that increases the maximum
amount of Letters of Credit shall be effective without the consent of Revolving
Lenders constituting Requisite Class Lenders.

         

        Administrative
Agent may, but shall have no obligation to, with the concurrence of any Lender,
execute amendments, modifications, waivers or consents on behalf of that
Lender.  Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given.  No
notice to or demand on Company in any case shall entitle Company to any other or
further notice or demand in similar or other circumstances.  Any
amendment, modification, termination, waiver or consent effected in accordance
with this subsection 10.6 shall be binding upon each Lender at the time
outstanding, each future Lender and, if signed by Company, on
Company.

         

        
          	
                  10.7  

                	
                  Independence of
      Covenants.

                


        

         

        All
covenants hereunder shall be given independent effect so that if a particular
action or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or would otherwise be within the
limitations of, another covenant shall not avoid the occurrence of an Event of
Default or Potential Event of Default if such action is taken or condition
exists.

         


        
          
            
            

          

          
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                  10.8  

                	
                  Notices; Effectiveness
      of Signatures.

                


        

         

        Unless
otherwise specifically provided herein, any notice or other communication herein
required or permitted to be given shall be in writing and may be personally
served, or sent by telefacsimile or United States mail or courier service and
shall be deemed to have been given when delivered in person or by courier
service, upon receipt of telefacsimile in complete and legible form, or three
Business Days after depositing it in the United States mail with postage prepaid
and properly addressed; provided that notices
to Administrative Agent, any Swing Line Lender and any Issuing Lender shall not
be effective until received.  For the purposes hereof, the address of
each party hereto shall be as set forth under such party’s name on the signature
pages hereof or (i) as to Company and Administrative Agent, such other
address as shall be designated by such Person in a written notice delivered to
the other parties hereto and (ii) as to each other party, such other
address as shall be designated by such party in a written notice delivered to
Administrative Agent.  Electronic mail and Internet and intranet
websites may be used to distribute routine communications, such as financial
statements and other information as provided in subsection
6.1.  Administrative Agent or Company may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or
communications.  Loan Documents and notices under the Loan Documents
may be transmitted and/or signed by telefacsimile and by signatures delivered in
‘PDF’ format by electronic mail; provided, however, that no
signature with respect to any notice, request, agreement, waiver, amendment or
other document that is intended to have binding effect may be sent by electronic
mail.

         

        The
effectiveness of any such documents and signatures shall, subject to applicable
law, have the same force and effect as an original copy with manual signatures
and shall be binding on all Loan Parties, Agents and
Lenders.  Administrative Agent may also require that any such
documents and signature be confirmed by a manually-signed copy thereof; provided, however, that the
failure to request or deliver any such manually-signed copy shall not affect the
effectiveness of any facsimile document or signature.

         


        
          
            
            

          

          
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        Notwithstanding
the foregoing, Company agrees that Administrative Agent may make any material
delivered by Company to Administrative Agent, as well as any amendments,
waivers, consents and other written information, documents, instruments and
other materials relating to Company, any of their respective Subsidiaries, or
any other materials or matters relating to the Loan Documents or any of the
transactions contemplated hereby that Administrative Agent is required or
authorized pursuant to the terms hereof or of any Loan Document to provide to
Lenders (collectively, the “Communications”) available to
Lenders by posting such notices on a Platform; provided, however, that any
Communications that Company deems to contain material non-public information and
are identified in writing to Administrative Agent as such may also be designated
in writing by Company as unauthorized for posting on a Platform and
Administrative Agent will not so post such Communications.  Company
acknowledges that (a) the distribution of material through an electronic medium
is not necessarily secure and that there are confidentiality and other risks
associated with such distribution, (b) a Platform is provided “as is” and “as
available” and (c) neither Administrative Agent nor any of its Affiliates
warrants the accuracy, completeness, timeliness, sufficiency, or sequencing of
the Communications posted on a Platform.  Administrative Agent and its
Affiliates expressly disclaim with respect to a Platform any liability for
errors in transmission, incorrect or incomplete downloading, delays in posting
or delivery, or problems accessing the Communications posted on such Platform
and any liability for any losses, costs, expenses or liabilities that may be
suffered or incurred in connection with such Platform.  No warranty of
any kind, express, implied or statutory, including any warranty of
merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects, is made by
Administrative Agent or any of its Affiliates in connection with any
Platform.

         

        Each
Lender agrees that notice to it (as provided in the next sentence) specifying
that any Communication has been posted to a Platform shall for purposes of this
Agreement constitute effective delivery to such Lender of such information,
documents or other materials comprising such Communication.  Each
Lender agrees (1) to notify, on or before the date such Lender becomes a party
to this Agreement, Administrative Agent in writing of such Lender’s e-mail
address to which a notice may be sent (and from time to time thereafter to
ensure that Administrative Agent has on record an effective e-mail address for
such Lender) and (2) that any notice may be sent to such e-mail
address.

         

        
          	
                  10.9  

                	
                  Survival of
      Representations, Warranties and
  Agreements.

                


        

         

        A.  All
representations, warranties and agreements made herein shall survive the
execution and delivery of this Agreement and the making of the Loans and the
issuance of the  Letters of Credit hereunder.

         

        B.  Notwithstanding
anything in this Agreement or implied by law to the contrary, the agreements of
Company set forth in subsections 2.6D, 2.7, 10.2, 10.3, 10.4, 10.17 and 10.18
and the agreements of Lenders set forth in subsections 9.2C, 9.4, 10.5 and 10.18
shall survive the payment of the Loans, the cancellation or expiration of the
Letters of Credit and the reimbursement of any amounts drawn thereunder, and the
termination of this Agreement.

         


        
          
            
            

          

          
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                  10.10  

                	
                  Failure or Indulgence
      Not Waiver; Remedies
Cumulative.

                


        

         

        No
failure or delay on the part of an Agent or any Lender in the exercise of any
power, right or privilege hereunder or under any other Loan Document shall
impair such power, right or privilege or be construed to be a waiver of any
default or acquiescence therein, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other power, right or privilege.  All rights and remedies existing
under this Agreement and the other Loan Documents are cumulative to, and not
exclusive of, any rights or remedies otherwise available.

         

        
          	
                  10.11  

                	
                  Marshalling; Payments
      Set Aside.

                


        

         

        Neither
any Agent nor any Lender shall be under any obligation to marshal any assets in
favor of Company or any other party or against or in payment of any or all of
the Obligations.  To the extent that Company makes a payment or
payments to Administrative Agent or Lenders (or to Administrative Agent for the
benefit of Lenders), or Agents or Lenders enforce any security interests or
exercise their rights of setoff, and such payment or payments or the proceeds of
such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, any
other state or federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor or related thereto,
shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or setoff had not
occurred.

         

        
          	
                  10.12  

                	
                  Severability.

                


        

         

        In case
any provision in or obligation under this Agreement or the Notes shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

         

        
          	
                  10.13  

                	
                  Obligations Several;
      Independent Nature of Lenders’ Rights; Damage
      Waiver.

                


        

         

        The
obligations of Lenders hereunder are several and no Lender shall be responsible
for the obligations or Commitments of any other Lender
hereunder.  Nothing contained herein or in any other Loan Document,
and no action taken by Lenders pursuant hereto or thereto, shall be deemed to
constitute Lenders, or Lenders and Company, as a partnership, an association, a
Joint Venture or any other kind of entity. The amounts payable at any time
hereunder to each Lender shall be a separate and independent debt, and, subject
to subsection 9.6, each Lender shall be entitled to protect and enforce its
rights arising out of this Agreement and it shall not be necessary for any other
Lender to be joined as an additional party in any proceeding for such
purpose.

         


        
          
            
            

          

          
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            Table of Contents

          

        

         

        To the
extent permitted by law, (i) Company shall not assert, and hereby waives, any
claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) and
(ii) except as expressly set forth in this Agreement, each Agent and Lender
shall not assert, and hereby waives, any claim against Company, any of its
Subsidiaries and their respective officers, directors, employees, agents and
Affiliates, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages), in each case arising
out of, in connection with or as a result of this Agreement (including
subsection 2.1C), any other Loan Document, any transaction contemplated by the
Loan Documents, any Loan or the use of proceeds thereof.  No
Indemnitee shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with the Loan Documents or the transactions contemplated
thereby.

         

        
          	
                  10.14  

                	
                  Release of Security
      Interest or Guaranty.

                


        

         

        A.  Upon the
proposed sale or other disposition of any Collateral to any Person (other than
an Affiliate of Company) that is permitted by this Agreement or to which
Requisite Lenders have otherwise consented, or the sale or other disposition of
all of the Capital Stock of a Subsidiary Guarantor to any Person (other than an
Affiliate of Company) pursuant to a sale or other dispositions that is permitted
hereunder or to which Requisite Lenders have otherwise consented or in the event
Company provides written notice to Administrative Agent that any Subsidiary
Guarantor is no longer a Material Domestic Subsidiary or a Domestic Subsidiary
required to execute the Subsidiary Guaranty, for which a Loan Party desires to
obtain a security interest release or a release of the Subsidiary Guaranty from
Administrative Agent, such Loan Party shall deliver an Officer’s Certificate (i)
stating that the Capital Stock subject to such disposition is being sold or
otherwise disposed of in compliance with the terms hereof or (ii) stating that
such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or a
Domestic Subsidiary required to execute the Subsidiary Guaranty.  Upon
the receipt of such Officer’s Certificate, Administrative Agent shall, at such
Loan Party’s expense, so long as Administrative Agent has no reason to believe
that the facts stated in such Officer’s Certificate are not true and correct,
execute and deliver such releases of its security interest in such Capital Stock
or such Subsidiary Guaranty, as may be reasonably requested by such Loan
Party.

         

        B.  In the
event that, at any time, the Company Debt Rating is higher than Ba2 from Moody’s
and higher than BB from S&P, Administrative Agent shall, at Company’s
expense, execute and deliver such releases of its security interest in all
Collateral, other than the Pledged Collateral in respect of any Capital Stock of
any Subsidiary Guarantor, as may be reasonably requested by such Loan
Party.  Notwithstanding any such release, Company shall comply with
the provisions of subsection 6.7 with respect to any Collateral Pledge Period
that occurs following such release.

         


        
          
            
            

          

          
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                  10.15  

                	
                  Applicable
      Law.

                


        

         

        THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ANY SUCH LOAN DOCUMENT)
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING 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.

         

        
          	
                  10.16  

                	
                  Construction of
      Agreement; Nature of
Relationship.

                


        

         

        Each of
the parties hereto acknowledges that (i) it has been represented by counsel in
the negotiation and documentation of the terms of this Agreement, (ii) it has
had full and fair opportunity to review and revise the terms of this Agreement,
(iii) this Agreement has been drafted jointly by all of the parties hereto, and
(iv) neither Administrative Agent nor any Lender or other Agent has any
fiduciary relationship with or duty to Company arising out of or in connection
with this Agreement or any of the other Loan Documents, and the relationship
between Administrative Agent, the other Agents and Lenders, on one hand, and
Company, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor.  Accordingly, each of the parties hereto
acknowledges and agrees that the terms of this Agreement shall not be construed
against or in favor of another party.

         

        
          	
                  10.17  

                	
                  Consent to
      Jurisdiction and Service of
  Process.

                


        

         

        ALL JUDICIAL PROCEEDINGS BROUGHT
AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY OBLIGATIONS HEREUNDER AND THEREUNDER, MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY
OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT, COMPANY, FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY

         

        (I)           ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS;

         

        (II)           WAIVES
ANY DEFENSE OF FORUM NON
CONVENIENS;

         

        (III)           AGREES
THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO COMPANY AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 10.8;

         


        
          
            
            

          

          
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            Table of Contents

          

        

         

        (IV)           AGREES
THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER COMPANY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT;

         

        (V)           AGREES
THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO BRING PROCEEDINGS AGAINST COMPANY IN THE COURTS OF ANY OTHER
JURISDICTION; AND

         

        (VI)           AGREES
THAT THE PROVISIONS OF THIS SUBSECTION 10.17 RELATING TO JURISDICTION AND VENUE
SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW
YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

         

        
          	
                  10.18  

                	
                  Waiver of Jury
      Trial.

                


        

         

        EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING
ESTABLISHED. THE SCOPE
OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED
FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS
THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
SPECIFICALLY REFERRING TO THIS SUBSECTION 10.18 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
MADE HEREUNDER.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

         


        
          
            
            

          

          
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                  10.19  

                	
                  Confidentiality.

                


        

         

        Each
Lender shall hold all non-public information obtained pursuant to the
requirements of this Agreement that has been identified in writing as
confidential by Company in accordance with such Lender’s customary procedures
for handling confidential information of this nature, it being understood and
agreed by Company that in any event a Lender may make disclosures (a) to
its and its Affiliates’ directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such information and instructed to keep such information
confidential), (b) to the extent requested by any Government Authority,
(c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this subsection 10.19, to (i) any
Eligible Assignee of or Participant in, or any prospective Eligible Assignee of
or Participant in, any of its rights or obligations under this Agreement or
(ii) any direct or indirect contractual counterparty or prospective
counterparty (or such contractual counterparty’s or prospective counterparty’s
professional advisor) to any credit derivative transaction relating to
obligations of Company, (g) with the written consent of Company,
(h) to the extent such information (i) becomes publicly available
other than as a result of a breach of this subsection 10.19 or (ii) becomes
available to Administrative Agent or any Lender on a nonconfidential basis from
a source other than Company, so long as Administrative Agent or such Lender had
no knowledge that such other source provided such information in violation of
any confidentiality agreement with Company or (i) to the National
Association of Insurance Commissioners or any other similar organization or any
nationally recognized rating agency that requires access to information about a
Lender’s or its Affiliates’ investment portfolio in connection with ratings
issued with respect to such Lender or its Affiliates and that no written or oral
communications from counsel to an Agent and no information that is or is
designated as privileged or as attorney work product may be disclosed to any
Person unless such Person is a Lender or a Participant hereunder; provided that, unless
specifically prohibited by applicable law or court order, each Lender shall
notify Company of any request by any Government Authority or representative
thereof (other than any such request in connection with any examination of the
financial condition or other routine examination of such Lender by such
Government Authority) for disclosure of any such non-public information prior to
disclosure of such information; and provided further, that in no
event shall any Lender be obligated or required to return any materials
furnished by Company or any of its Subsidiaries.  In addition,
Administrative Agent and Lenders may disclose the existence of this Agreement
and information about this Agreement to market data collectors, similar service
providers to the lending industry, and service providers to Administrative Agent
and Lenders, and Administrative Agent or any of its Affiliates may place
customary “tombstone” advertisements relating hereto in publications (including
publications circulated in electronic form) of its choice at its own
expense.

         


        
          
            
            

          

          
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        Agents
and Lenders acknowledge that Company and its Subsidiaries perform classified
contracts funded by or for the benefit of the United States Government and,
accordingly, neither Company nor any Subsidiary will be obligated to release,
disclose or otherwise make available any classified or special nuclear material
to any parties not in possession of a valid security clearance and authorized by
the appropriate agency of the United States Government to receive such
material.  Agents and Lenders agree that in connection with any
exercise of a right or remedy the United States Government may remove classified
information or government-issued property prior to any remedial action
implicating such classified information or government-issued
property.  Upon notice from Company, Agents and Lenders shall take
such steps in accordance with this Agreement as may reasonably be requested by
Company to enable Company or any Subsidiary thereof to comply with the Foreign
Ownership Control or Influence requirements of the United States Government
imposed from time to time.

         

        
          	
                  10.20  

                	
                  Counterparts;
      Effectiveness.

                


        

         

        This
Agreement and any amendments, waivers, consents or supplements hereto or in
connection herewith 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 Agreement shall become effective upon the execution of
a counterpart hereof by each of the parties hereto.

         

        
          	
                  10.21  

                	
                  USA Patriot
      Act.

                


        

         

        Each
Lender hereby notifies Company that pursuant to the requirements of
the  Patriot Act , it is required to obtain, verify and record
information that identifies Loan Parties, which information includes the name
and address of each Loan Party and other information that will allow such Lender
to identify such Loan Party in accordance with the Patriot Act.

         


        
          
            
            

          

          
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            Table of Contents

          

        


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

         

        
          	 	URS
CORPORATION	 
	 	 	 	 
	
                	
                  By:
    

                	/s/ H.
      Thomas Hicks	 
	 	 	Name: H. Thomas
    Hicks	 
	 	 	Title:   Vice President
      and Chief Financial Officer	 
	 	 	                          	 
	 	 	 Notice
      Address:	 
	 	 	 600
      Montgomery Street	 
	 	 	 26th
      Floor	 
	 	 	 San
      Francisco, CA 94111-2728	 

                          


        


        



        
          
                  

                          

            

            
            

          

          
            S-1

            
              

            

          

          
            Table of Contents

          

        


         LENDERS:

        MORGAN STANLEY SENIOR FUNDING,
INC.,

        as
Joint-Lead Arranger and Syndication Agent

         

        /s/Jaap
Tonckens                                                                

        Name: Jaap
Tonckens

        Title:    Vice
President

        


        Notice
Address:

        New York,
New York 10043

        


         

        


         

        Payment
Instructions:

         

        ABA #  021 000
089                                           

        For Acct: Morgan Stanley
Senior Funding, Inc.,

        Ref:  URS Account
# 

        


         

        


         

        


        



        
          
                  

                          

            

            
            

          

          
            
            

            
              

            

          

          
            Table of Contents

          

        


        WELLS FARGO BANK, NATIONAL
ASSOCIATION,

        Individually
and as Joint-Lead Arranger and Administrative Agent

         

        /s/ Abraham B
Muntz

        Name:
Abraham B Muntz

        Title:
Executive Vice President

        


         

        Notice
Address: 201 Third St, 8th
Floor

        San
Francisco, CA 94103

        


         

        


        Attention:

        


        Telefacsimile:

         

        Payment
Instructions:

         

        WELLS
FARGO BANK,

        NATIONAL
ASSOCIATION

        San
Francisco, CA

        ABA
#1210-00248

        For
Acct.:  

        Ref:  URS
Corporation

         

        


         

        


        


        


        


        


        



        
          
                  

                          

            

            
            

          

          
            
            

            
              

            

          

          
            Table of Contents

          

        

         

        Morgan Stanley Bank, as
Lender

        /s/ Jaap
Tonckens

        Name:
Jaap Tonckens

        Title:
Vice President

        


        Bank of America, N.A., as
Lender

        /s/ Robert W.
Troutman

        Name:
Robert W. Troutman

        Title:
Managing Director

        


        The Royal Bank of Scotland, plc., as
a Lender

        /s/ L. Peter
Yetman

        Name: L.
Peter Yetman

        Title:
Senior Vice President

        


        BNP Paribas, as a
Lender

        /s/ Katherine
Wolfe

        Name:
Katherine Wolfe

        Title:
Managing Director

        


        /s/ Sandy
Bertram

        Name:
Sandy Bertram

        Title:
Vice President

        


        HSBC Bank USA, N.A., as a
Lender

        /s/ David C.
Hants

        Name:
David C. Hants

        Title:
Senior Vice President and Commercial Executive

        


        LaSalle Bank, National
Association, as a Lender

        /s/ George
Linhart

        Name:
George Linhart

        Title:
Senior Vice President


        
          
                  

                      
    

            
            

          

          
            
            

            
              

            

          

          
            Table of Contents

          

        

         

        Commerzbank A.G., New York and Grand
Cayman Branches, as a Lender

        /s/ Yangling J.
Si

        Name:
Yangling J. Si

        Title:
Vice President

        


        /s/ Mathew
Havens

        Name:
Mathew Havens

        Title:
Assistant Treasurer

        


        Wachovia Bank, N.A., as a
Lender,

        /s/ Sonja
Sevcik

        Name:
Sonja Sevcik

        Title:
Vice President

        


        Fortis Capital Corp., as a
Lender,

        /s/ Timothy
Streb

        Name:
Timothy Streb

        Title:
Managing Director

        


        /s/ Justin
Mauch

        Name:
Justin Mauch

        Title:
Assistant Vice President

        


        Mizuho Corporate Bank, as a
Lender

        /s/ Bertram H.
Tang

        Name:
Bertram H. Tang

        Title:
Authorized Signer

        


        Union Bank of California, N.A., as a
Lender

        /s/ David M.
Jackson

        Name:
David M. Jackson

        Title:
Vice President

        


        Sumitomo Mitsui Banking Corp., as a
Lender,

        /s/ Yoshihiro
Hyakutome

        Name:
Yoshihiro Hyakutome

        Title:
General Manager

        


        The Bank of Nova Scotia, as a
Lender,

        /s/ John
Quick

        Name:
John Quick

        Title:
Managing Director


        
          
                  

                         
    

            
            

          

          
            
            

            
              

            

          

          
            Table of Contents

          

        

         

        SCOTIABANC Inc., as a
Lender

        /s/ J.F.
Todd

        Name:
J.F. Todd

        Title:
Managing Director

        


        U.S. Bank National Association, as a
Lender,

        /s/ Conan
Schleicher

        Name:
Conan Schleicher

        Title:
Vice President

        


        BARCLAYS BANK PLC, as a
Lender

        /s/ Ann E.
Sutton

        Name: Ann
E. Sutton

        Title:
Associate Director

        


        Citibank N.A., as a
Lender

        /s/ Thomas
Faherty

        Name:
Thomas Faherty

        Title:
Vice President

        


        Taipei Fubon Commercial Bank, L.T.D.,
as a Lender,

        /s/ Robin
Wu

        Name:
Robin Wu

        Title:
AVP/General Manager

        


        Mega International Commercial Bank
Co., Ltd., New York Branch, as a Lender,

        /s/ Tseng–Pei
Hsu

        Name:
Tseng–Pei Hsu

        Title: VP
and DGM

        


        MB Financial Bank, N.A., as
Lender,

        /s/ Henry
Vessel

        Name:
Henry Vessel

        Title:
Vice President

        


        First Bank, as a
Lender

        /s/ R. Michael
Law

        Name: R.
Michael Law

        Title:
Senior Vice President


        
          
                  

                   
    

            
            

          

          
            
            

            
              

            

          

          
            Table of Contents

          

        

         

        Allied Irish Bank, Plc., as a
Lender

        /s/ Jean Pierre
Knight

        Name:
Jean Pierre Knight

        Title:
Vice President

        


        /s/ Mia
Bolin

        Name: Mia
Bolin

        Title:
Assistant Vice President

        


        United Overseas Bank Limited, New
York Agency, as a Lender,

        /s/ George
Lim

        Name:
George Lim

        Title:
SVP and GM

        


        /s/ Mario
Sheng

        Name:
Mario Sheng

        Title:
AVP

        


        State Bank of India, as a
Lender

        /s/ Ashok
Wanchoo

        Name:
Ashok Wanchoo

        Title:
Vice President and Head (of Credit) New York Branch

        


        North Fork Business Capital
Corporation, as a Lender,

        /s/ Ron
Walker

        Name: Ron
Walker

        Title:
VP

        


        Abu Dhabi International Bank, Inc.,
as a Lender,

        /s/ David J.
Young

        Name:
David J. Young

        Title:
Vice President

        


        /s/ Nagy S.
Kolta

        By: Nagy
S. Kolta

        Title:
Executive Vice President

         

        General Electric Capital Corp., as a
Lender

        /s/ Rebecca A.
Ford

        Name:
Rebecca A. Ford

        Title:
Duly Authorized Signatory

        


        Caterpillar Financial Services Corp.,
as a Lender,

        /s/ Christopher C
Patterson

        By:
Christopher C Patterson

        Title:
Global Operations Manager, Capital Markets

        


        Manufacturers and Traders Trust Co.,
as a Lender,

        /s/ Frank V.
Lago

        Name:
Frank V. Lago

        Title:
Administrative Vice President

        


        Australia and New Zealand Banking
Group Limited, as a Lender,

        /s/ John W.
Wade

        Name:
John W. Wade

        Title:
Director

        


        KBC Bank, N.V., as a
Lender

        /s/ William
Cavanaugh

        Name:
William Cavanaugh

        Title:
Vice President

         

        /s/ Thomas G.
Jackson

        Name:
Thomas G. Jackson

        Title:
First Vice President

        


        Westpac Banking Corporation, as a
Lender

        /s/ Henrik
Jensen

        Name:
Henrik Jensen

        Title:
Vice President, Corporate

        


        Bayerische Landesbank, N.Y. Branch,
as a Lender

        /s/ Michael
Hintz

        Name:
Michael Hintz

        Title:
Vice President

         

        /s/ Nikolai von
Mengden

        Name:
Nikolai von Mengden

        Title:
Senior Vice President


        
          
                  

                          
    

            
            

          

          
            
            

            
              

            

          

          
            Table of Contents

          

        

         

        Raymond James Bank, FSB, as a
Lender

        /s/ Joseph A.
Ciccolini

        Name:
Joseph A. Ciccolini

        Title:
Vice President - Senior Corporate Banker

        


        National City Bank, as a
Lender

        /s/ Pamela K.
Maloney

        Name:
Pamela K. Maloney

        Title:
Vice President

        


        BMO Capital Markets Financing Inc.,
as a Lender

        /s/ David
Mistic

        Name:
David Mistic

        Title:
Vice President

        


        Fifth Third Bank, as a
Lender

        /s/ Gary S.
Lesey

        Name:
Gary S. Lesey

        Title:
Vice President

        


        Sun Trust Bank, as a
Lender

        /s/ Baerbel
Freudenthaler

        Name:
Baerbel Freudenthaler

        Title:
Vice President

        


        


        


        


        


        


        


        


        


        


        


        


      

    

    
      
        
           

        

        
        

      

      
         


        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT I

     

    [FORM
OF NOTICE OF BORROWING]

     

    NOTICE
OF BORROWING

     

    Pursuant
to that certain Credit Agreement dated as of November 15, 2007, as amended,
restated, supplemented or otherwise modified to the date hereof (said Credit
Agreement, as so amended, restated, supplemented or otherwise modified, being
the “Credit Agreement”,
the terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among URS Corporation, a Delaware corporation (“Company”), the financial
institutions party thereto from time to time (“Lenders”), Morgan Stanley
Senior Funding, Inc., as a joint-lead arranger and syndication agent for
Lenders, Wells Fargo Bank, National Association, as a joint-lead arranger and
administrative agent for Lenders (in such capacity, “Administrative Agent”), and
Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
co-documentation agents for Lenders, this represents Company’s request to borrow
as follows:

     

    
      	
            	
              1.

            	
              Date of
      borrowing:  ___________________, _________

            


    

     

    
      	
            	
              2.

            	
              Amount of
      borrowing:  $___________________

            


    

     

    
      	
            	
              3.

            	
              Lender(s):

            


       

      
        	
              	
                [  ]
      a.

              	
                Lenders,
      in accordance with their applicable Pro Rata
  Shares

              


         

        
          	
                   
      

                	
                  [  ]
      b.

                	
                  Swing
      Line Lender

                


        

      

       

      
        	
              	
                [  ]
      i.

              	
                Wells
      Fargo

              


      

       

      
        	
              	
                [  ]
      ii.

              	
                [LaSalle
      Bank National Association] [Bank of America,
  N.A.]

              


      

       

      
        	
              	
                4.

              	
                Type of
      Loans:

              


      

    

     

    
      	
            	
              [  ]
      a.

            	
              Tranche
      A Term Loans

            


       

      
        	
                 
      

              	
                [  ]
      b.

              	
                Tranche B
      Term Loans

              


      

      
      

       

      
        	
              	
                [  ]
      c.

              	
                Tranche C
      Term Loans

              


         

        
          	
                   
      

                	
                  [  ]
      d.

                	
                  Revolving
      Loans

                


        

      

    

     

    
      	
            	
              [  ]
      e.

            	
              Swing
      Line Loan

            


       

      
        	
              	
                5.

              	
                Interest rate
      option:

              


         

        
          	
                	
                  [  ]
      a.

                	
                  Base
      Rate Loan(s)

                


        

      

    

     


    
      
        
        

        I-1                                  Notice of
Borrowing

      

      
        
          

        

      

      
        List of Exhibits

      

    

     

    
      	
            	
              [  ]
      b.

            	
              Eurodollar
      Rate Loans with an initial Interest Period of ____________
      month(s)

            


    

    
The
proceeds of such Loans are to be deposited in the following
accounts:

     

    
      	 	 	 
	 	 	 
	 	 	 


    

     

    The
undersigned officer, to the best of his or her knowledge, on behalf of Company,
certifies that:

     

    (i)           The
representations and warranties contained in the Credit Agreement and the other
Loan Documents (a) that do not contain a materiality qualification are true,
correct and complete in all material respects on and as of the date hereof to
the same extent as though made on and as of 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 to the same extent as though made on and as 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;

     

    (ii)           No
event has occurred and is continuing or would result from the consummation of
the borrowing contemplated hereby that would constitute an Event of Default or a
Potential Event of Default; and

     

    (iii)          Each
Loan Party has performed in all material respects all agreements and satisfied
all conditions which the Credit Agreement provides shall be performed or
satisfied by it on or before the date hereof.

     

    
      
        	 	URS
CORPORATION	 
	 	 	 	 
	
                Dated:

              	 	
                 

              	
                By:
      

              	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 


      

    

     

     

     

     


    
      
        
        

        I-2                                  Notice of
Borrowing

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT II

     

    [FORM
OF NOTICE OF CONVERSION/CONTINUATION]

     

    NOTICE
OF CONVERSION/CONTINUATION

     

    Pursuant
to that certain Credit Agreement dated as of  November 15, 2007, as
amended, restated, supplemented or otherwise modified to the date hereof (said
Credit Agreement, as so amended, restated, supplemented or otherwise modified,
being the “Credit
Agreement”, the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among URS Corporation, a Delaware
corporation (“Company”),
the financial institutions party thereto from time to time (“Lenders”), Morgan Stanley
Senior Funding, Inc., as a joint-lead arranger and syndication agent for
Lenders, Wells Fargo Bank, National Association, as a joint-lead arranger and
administrative agent for Lenders (in such capacity, “Administrative Agent”), and
Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
co-documentation agents for Lenders, this represents Company’s request to
convert or continue Loans as follows:

     

    
      	
            	
              1.

            	
              Date
      of conversion/continuation:  __________________, _______

            


       

      
        	
              	
                2.

              	
                Amount
      of Loans being converted/continued:  $___________________

              


      

       

      
        	
              	
                3.

              	
                Type
      of Loans being
converted/continued:

              


      

    

     

    
    

    
      	
               
      

            	
              [  ]
      a.

            	
              Tranche
      A Term Loans

            


    

     

    
      	
               
      

            	
              [  ]
      b.

            	
              Tranche B
      Term Loans

            


    

    
    

     

    
      	
            	
              [  ]
      c.

            	
              Tranche C
      Term Loans

            


       

      
        	
                 
      

              	
                [  ]
      d.

              	
                Revolving
      Loans

              


      

    

    
    

     

    
      	
            	
              4.

            	
              Nature
      of conversion/continuation:

            


       

      
        	
              	
                [  ]
      a.

              	
                Conversion
      of Base Rate Loans to Eurodollar Rate
Loans

              


         

        
          	
                   
      

                	
                  [  ]
      b.

                	
                  Conversion
      of Eurodollar Rate Loans to Base Rate
Loans

                


        

        
        

         

        
          	
                	
                  [  ]
      c.

                	
                  Continuation
      of Eurodollar Rate Loans as
such

                


        

      

    

     

    
      	
            	
              5.

            	
              If
      Loans are being continued as or converted to Eurodollar Rate Loans, the
      duration of the new Interest Period that commences on the
      conversion/continuation date:  _______________
      month(s)

            


    

     

    In the
case of a conversion to or continuation of Eurodollar Rate Loans, the
undersigned officer, to the best of his or her knowledge, on behalf of Company,
certifies that no Event of Default or Potential Event of Default has occurred
and is continuing under the Credit Agreement.

     


    
      
        
        

        II-1                             Notice of
Conversion/Continuation

      

      
        
          

        

      

      
        List of Exhibits

      

    

     

    
      	
            	URS
CORPORATION	 
	 	 	 	 
	
              Dated:

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 





    
      
        
        

        II-2                             Notice of
Conversion/Continuation

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT III

     

    [FORM
OF REQUEST FOR REVOLVING LETTER OF CREDIT ISSUANCE]

     

    REQUEST
FOR REVOLVING LETTER OF CREDIT ISSUANCE

     

    Pursuant
to that certain Credit Agreement dated as of November 15, 2007, as amended,
restated, supplemented or otherwise modified to the date hereof (said Credit
Agreement, as so amended, restated, supplemented or otherwise modified, being
the “Credit Agreement”,
the terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among URS Corporation, a Delaware corporation (“Company”), the financial
institutions party thereto from time to time (“Lenders”), Morgan Stanley
Senior Funding, Inc., as a joint-lead arranger and syndication agent for
Lenders, Wells Fargo Bank, National Association, as a joint-lead arranger and
administrative agent for Lenders (in such capacity, “Administrative Agent”) and
Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
co-documentation agents for Lenders, this represents Company’s request for the
issuance of a Revolving Letter of Credit by [Administrative Agent] [name of
other Lender] as follows:

     

    
      	
            	
              1.

            	
              Issuing
      Lender:                       Wells
      Fargo

            


       

      
        	
              	
                 

              	
                
                  [_________________________________]

                

              


      

       

      
        	
              	
                2.

              	
                Date of issuance of
      Revolving Letter of Credit:  ________________, ________

              


      

       

      
        	
              	
                3.

              	
                Type of Revolving
      Letter of Credit:

              


      

    

     

    
      	
            	
              [  ]
      a.

            	
              Commercial
      Letter of Credit

            


    

     

    
      	
            	
              [  ]
      b.

            	
              Standby
      Letter of Credit

            


    

     

    
      	
            	
              4.

            	
              Face amount of
      Revolving Letter of Credit:  $________________________

            


       

      
        	
              	
                5.

              	
                Expiration date of
      Revolving Letter of Credit:  ________________, ________

              


      

       

      
        	
              	
                6.

              	
                Currency in which
      Revolving Letter of Credit is to be denominated:  _______________

              


      

    

     

    
      	
            	
              7.

            	
              Name and address of
      beneficiary:

            


      
        	
              	
                 

              	
                ___________________________________________

              


      

      
        	
              	
                 

              	
                ___________________________________________

              


      

      
        	
              	
                 

              	
                ___________________________________________

              


      

      
        	
              	
                 

              	
                ___________________________________________

              


      

      
      

    

     

    
      	
            	
              8.

            	
              Attached
      hereto is:

            


    

     


    
      
        
        

        III-1                        Request for Revolving
Letter of Credit Issuance

      

      
        
          

        

      

      
        List of Exhibits

      

    


    
      	
               
      

            	
              [  ]

            	
              the
      verbatim text of such proposed Revolving Letter of
  Credit

            


    

     

    
      	
               
      

            	
              [  ]

            	
              a
      description of the proposed terms and conditions of such Revolving Letter
      of Credit, including a precise description of any documents to be
      presented by the beneficiary which, if presented by the beneficiary prior
      to the expiration date of such Revolving Letter of
      Credit, would require the Issuing Lender to make payment under such
      Revolving Letter of Credit.

            


    

     

    The
undersigned officer, to the best of his or her knowledge, on behalf of Company,
certifies that:

     

    (i)           The
representations and warranties contained in the Credit Agreement and the other
Loan Documents (a) that do not contain a materiality qualification are true,
correct and complete in all material respects on and as of the date hereof to
the same extent as though made on and as of 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 to the same extent as though made on and as 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;

     

    (ii)           No
event has occurred and is continuing or would result from the issuance of the
Revolving Letter of Credit contemplated hereby that would constitute an Event of
Default or a Potential Event of Default; and

     

    (iii)           Each
Loan Party has performed in all material respects all agreements and satisfied
all conditions which the Credit Agreement provides shall be performed or
satisfied by it on or before the date hereof.

     

    
      	
            	URS
CORPORATION	 
	 	 	 	 
	
              Dated:

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 
	 	OR	 
	 	 	 


    

    
      	
            	[SUBSIDIARY OF
      COMPANY]	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 


    


    
      
        
        

        III-2                        Request for Revolving
Letter of Credit Issuance

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT IV

     

    [FORM
OF NOTICE OF PREPAYMENT]

     

    NOTICE
OF PREPAYMENT

     

    Pursuant
to that certain Credit Agreement dated as of November 15, 2007, as amended,
restated, supplemented or otherwise modified to the date hereof (said Credit
Agreement, as so amended, restated, supplemented or otherwise modified, being
the “Credit Agreement”,
the terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among URS Corporation, a Delaware corporation (“Company”), the financial
institutions party thereto from time to time as Lenders, Morgan Stanley Senior
Funding, Inc. (“Morgan
Stanley”), as a joint-lead arranger and syndication agent for Lenders,
Wells Fargo Bank, National Association, as a joint-lead arranger and
administrative agent for Lenders (in such capacity, “Administrative Agent”) and
Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
co-documentation agents for Lenders, this represents Company’s notice of
prepayment as follows:

     

    
      	
              1.

            	
              Date
      of Notice:  ________________, ________

            


    

     

    
      	
              2.

            	
              Type
      of
Prepayment/Reduction/Termination:

            


    

     

    
      	
            	
              [  ]  a.

            	
              
                Voluntary
      Prepayment of:

              

            


    

     

    
    

    
    

    
      	
            	
              [  ]
      i.

            	
              
                Swing
      Line Loan

              

            


    

     

    
      	
            	
              [  ]
      ii.

            	
              
                
                  Tranche
      A Term Loan

                

              

            


    

     

    
      	
            	
              [  ]
      iii.

            	
              
                
                  Tranche
      B Term Loan

                

              

            


    

     

    
      	
            	
              [  ]
      iv.

            	
              
                
                  Tranche
      C Term Loan

                

              

            


    

     

    
      	
            	
              [  ]
      v.

            	
              
                
                  Revolving
      Loan

                

              

            


    

     

    
      	
            	
              [  ]  b.

            	
              
                
                  Voluntary
      Reduction/Termination of Revolving Loan
      Commitments

                

              

            


    

     

    
      	
            	
              [  ]  c.

            	
              
                
                  Mandatory
      Prepayment1
      (specify the circumstances requiring said prepayment by checking the
      appropriate box below);

                

              

            


    

     

    
      	
            	
              [  ]
      i.

            	
              
                
                  Receipt
      of Net Asset Sale Proceeds (check one of the options
      below)

                

              

            


    

     

    
      	
               
      

            	
              [  ]  A.

            	
              Prepayment
      with Net Asset Sale Proceeds that will not be
  reinvested

            


    

     

    
      	
            	
              [  ]  B.

            	
              
                Prepayment
      of Loans pending reinvestment of Net Asset Sale
    Proceeds

              

            


    

     

    
    

    

      



    
      
        	
                1
      

              	
                 Mandatory
      prepayments shall be applied as specified in subsections 2.4B(iv) and 2.4D
      of the Credit Agreement.

              


      

    


    
      
        
        

        IV-1                       
        Notice of
Prepayment

      

      
        
          

        

      

      
        List of Exhibits

      

    

     

    
      	
            	
              [  ]
      ii.

            	
              
                
                  
                    Receipt
      of Net Insurance/Condemnation
  Proceeds

                  

                

              

            


    

     

    
      	
            	
              [  ]
      iii.

            	
              
                
                  
                    Receipt
      of Net Securities Proceeds from the issuance of equity
      Securities

                  

                

              

            


    

     

    
      	
            	
              [  ]
      iv.

            	
              
                
                  
                    
                      Receipt
      of Net Securities Proceeds from the issuance of
      Indebtedness

                    

                  

                

              

            


       

      
        	
              	
                [  ]
      v.

              	
                
                  
                    
                      
                        Consolidated
      Excess Cash
Flow

                      

                    

                  

                

              


      

    

     

    
      	
              3.

            	
              Amount
      of prepayment/reduction of Revolving Loan Commitments (as
      applicable):

            


    

     

    
      	
               
      

            	
              [  ]  a.

            	
              Voluntary/Mandatory
      Prepayment:2

            	
              $________________________

            


    

     

    
      	
            	
              [  ]  b.

            	
              
                
                  Reduction/Termination

                

              

            


    

    
      	
            	
               

            	
              
                
                  
                    of
      Revolving Loan

                  

                

              

            


    

    
    

    
      	
               

            	
               

            	
              
                Commitments:3

              

            	
              $________________________

            


    

     

    
    

    
    

    
      	
              4.

            	
              If
      applicable, specify desired application of voluntary prepayment:4_____________________ ______________________________________________________________________________________________________________________________________________________

              ______________________________________________________________________________________________________________________________________________________

            


    

     

    
      	
              5.

            	
              Date
      of prepayment or date reduction/termination of Revolving Loan Commitment
      Amount will take effect:  __________, ________

            


    

     

    
      	
              6.

            	
              Attached
      hereto is (if applicable):

            


    

     

    
      
      

      
        	
              	
                [  ]  a.

              	
                
                  Officer’s
      Certificate setting forth (i) the portion of any Net Asset Sale Proceeds
      that Company or any Subsidiary intends to (A) reinvest in equipment or
      other productive assets of the general type used in the business of
      Company and its Subsidiaries or reasonably similar or related to the
      nature or type of property and assets of Company and its Subsidiaries or
      (B) invest in a Person having property or assets of a similar nature or
      type as, or engaged in a similar business as, Company and its
      Subsidiaries, in each case within 365 days of such date of receipt and
      (ii) the proposed use of such portion of the Net Asset Sale Proceeds and
      such other information with respect to such reinvestment as Administrative
      Agent may reasonably request.

                

              


      

       

      
        	
                 
      

              	
                [  ]  b.

              	
                
                  Officers’
      Certificate demonstrating the calculation of the amount of the applicable
      Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net
      Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be,
      that gave rise to a mandatory
prepayment.

                

              


      

    

    


     

    

      



    
      
        	
                 
      

              	
                2
      This option should be selected for all voluntary and mandatory prepayments
      of the Loans.

              


      

    

      
      
        	
                 
      

              	
                3
      This option should be selected only if a termination or reduction of the
      Revolving Loan Commitments is the subject of this
  notice.

              


      

    

      
      
        	
                 
      

              	
                4
      Irrespective of any application specified by Company, voluntary
      prepayments of the Term Loans shall be applied as specified in subsection
      2.4B(iv)(a) of the Credit
Agreement.

              


      

    


    
      
        
        

        IV-2                                Notice of
Prepayment

      

      
        
          

        

      

      
        List of Exhibits

      

    


    IN
WITNESS WHEREOF, the undersigned authorized officer of Company has executed this
notice as of the date set forth above.

     

    
      	
            	URS
CORPORATION	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


    

     


    
      
        
        

        IV-3                                Notice of
Prepayment

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT V

     

    [FORM
OF] REVOLVING NOTE

     

    URS
CORPORATION

     

    
      	$_____________________1	______________________2
	 	{Issuance
      date}            
      


    

     

    FOR VALUE
RECEIVED, URS CORPORATION, a Delaware corporation (“Company”), promises to pay
to  ________________3 (“Payee”) or its registered
assigns, the lesser of (x) _______________________4 ($[____________________1]) and
(y) the unpaid principal amount of all advances made by Payee to Company as
Revolving Loans under the Credit Agreement referred to below.  The
principal amount of this Note shall be payable on the dates and in the amounts
specified in the Credit Agreement.

     

    Company
also promises to pay interest on the unpaid principal amount hereof, until paid
in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit Agreement dated as of November 15,
2007 by and among Company, the financial institutions party thereto from time to
time (“Lenders”), Morgan
Stanley Senior Funding, Inc., as a joint-lead arranger and syndication agent for
Lenders, Wells Fargo Bank, National Association, as a joint-lead arranger and
administrative agent for Lenders (in such capacity, “Administrative Agent”) and
Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
co-documentation agents for Lenders (said Credit Agreement, as it may be
amended, restated, supplemented or otherwise modified from time to time, being
the “Credit Agreement”,
the terms defined therein and not otherwise defined herein being used herein as
therein defined).

     

    This Note
is one of Company’s “Revolving Notes” and is issued pursuant to and entitled to
the benefits of the Credit Agreement, to which reference is hereby made for a
more complete statement of the terms and conditions under which the Revolving
Loans evidenced hereby were made and are to be repaid.

     

    
      All
payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in same day funds at the Funding
and Payment Office or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit
Agreement.  Unless and until an Assignment Agreement effecting the
assignment or transfer of this Note shall have been accepted by Administrative
Agent and recorded in the Register as provided in the Credit Agreement, Company
and Administrative Agent shall be entitled to deem and treat Payee as the owner
and holder of this Note and the Loans evidenced hereby.  Payee hereby
agrees, by its acceptance hereof, that before disposing of this Note or any part
hereof it will make a notation hereon of all principal payments previously made
hereunder and of the date to which interest hereon has been paid; provided, however,
that

       

      
        

        
          
            	
                    1

                  	
                    Insert
      amount of Lender’s Revolving Loan Commitment in
  numbers.

                  


          

        

          
          
            	
                    2

                  	
                    Insert
      place of delivery of Note.

                  


          

        

          
          
            	
                    3

                  	
                    Insert
      Lender’s name in capital
letters.

                  


          

        

          
          
            	
                    4

                  	
                    Insert
      amount of Lender’s Revolving Loan Commitment in
  words.

                  


          

        



       

    

    
      
        V-1                                 Revolving Note

      

      
        
          

        

      

      
        List of Exhibits

      

    

     

    the
failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Company hereunder with respect to payments
of principal of or interest on this Note.

     

    Whenever
any payment on this Note shall be stated to be due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and
such extension of time shall be included in the computation of the payment of
interest on this Note.

     

    This Note
is subject to mandatory prepayment as provided in the Credit Agreement and to
prepayment at the option of Company as provided in the Credit
Agreement.

     

    THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.

     

    Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, may become, or
may be declared to be, due and payable in the manner, upon the conditions and
with the effect provided in the Credit Agreement.

     

    The terms
of this Note are subject to amendment only in the manner provided in the Credit
Agreement.

     

    This Note
is subject to restrictions on transfer or assignment as provided in the Credit
Agreement.

     

    No
reference herein to the Credit Agreement and no provision of this Note or the
Credit Agreement shall alter or impair the obligations of Company, which are
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, and in the currency prescribed herein and in
the Credit Agreement.

     

    Company
promises to pay all costs and expenses, including reasonable attorneys’ fees,
all as provided in the Credit Agreement, incurred in the collection and
enforcement of this Note.  Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
and notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand
hereunder.

     

    
 

    
      
        V-2                                     Revolving
Note

      

      
        
          

        

      

      
        List of Exhibits

      

    


    IN
WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered
by its officer thereunto duly authorized as of the date and at the place first
written above.

     

    
      	
            	URS
CORPORATION	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


    

     

                              


    
      
        
           V-ATTACHMENT NO. 1-1                               Revolving
Note

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    TRANSACTIONS

    ON

    REVOLVING
NOTE

     

    
      	
              
                Date

              

            	 	
              
                Type
      of

                Loan
      Made

                This
      Date

              

            	 	
              
                Amount
      of

                Loan
      Made

                This
      Date

              

            	 	
              
                Amount
      of

                Principal
      Paid

                This
      Date

              

            	 	
              
                Outstanding

                Principal

                Balance

                This
      Date

              

            	 	
              
                Notation

                Made
      By

              

            
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      


    

    


     


    
      
        
           V-ATTACHMENT NO. 1-1                               Revolving
Note

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT VI

     

    [FORM
OF] TRANCHE A TERM NOTE

     

    URS
CORPORATION

     

    
      	$_____________________1	______________________2
	 	{Issuance
      date}        
    


    

     

    FOR VALUE
RECEIVED, URS CORPORATION, a Delaware corporation (“Company”), promises to pay
to  __________________3 (“Payee”) or its registered
assigns the principal amount of _________________4  ($[___________________________________1]).  The
principal amount of this Note shall be payable on the dates and in the amounts
specified in the Credit Agreement; provided that the last such installment shall
be in an amount sufficient to repay the entire unpaid principal balance of this
Note, together with all accrued and unpaid interest thereon.

     

    Company
also promises to pay interest on the unpaid principal amount hereof, until paid
in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit Agreement dated as of November 15,
2007 by and among Company, the financial institutions party thereto from time to
time (“Lenders”), Morgan
Stanley Senior Funding, Inc., as a joint-lead arranger and syndication agent for
Lenders, Wells Fargo Bank, National Association, as a joint-lead arranger and
administrative agent for Lenders (in such capacity, “Administrative Agent”) and
Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
co-documentation agents for Lenders (said Credit Agreement, as it may be
amended, restated, supplemented or otherwise modified from time to time, being
the “Credit Agreement”,
the terms defined therein and not otherwise defined herein being used herein as
therein defined).

     

    This Note
is one of Company’s “Tranche A Term Notes” and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Tranche A Term Loan evidenced hereby was made and is to be repaid.

     

    All
payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in same day funds at the Funding
and Payment Office or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit
Agreement.  Unless and until an Assignment Agreement effecting the
assignment or transfer of this Note shall have been accepted by Administrative
Agent and recorded in the Register as provided in the Credit Agreement, Company
and Administrative Agent shall be entitled to deem and treat Payee as the owner
and holder of this Note and the Loan evidenced hereby.  Payee hereby
agrees, by its acceptance hereof, that before disposing of this Note or any part
hereof it will make a notation hereon of all principal payments
previously

     

    
      

      
        
          	
                  1

                	
                  Insert
      amount of Lender’s Tranche A Term Loan in
  numbers.

                


        

      

        
        
          	
                  2

                	
                  Insert
      place of delivery of Note.

                


        

      

        
        
          	
                  3

                	
                  Insert
      Lender’s name in capital
letters.

                


        

      

        
        
          	
                  4

                	
                  Insert
      amount of Lender’s Tranche A Term Loan in
words.

                


        

      

    

     

    
      
        VI-1                              Tranche A Term Note

      

      
        
          

        

      

      
        List of Exhibits

      

    

     

    
      made
hereunder and of the date to which interest hereon has been paid; provided, however, that the
failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Company hereunder with respect to payments
of principal of or interest on this Note.

       

    

    Whenever
any payment on this Note shall be stated to be due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and
such extension of time shall be included in the computation of the payment of
interest on this Note.

     

    This Note
is subject to mandatory prepayment as provided in the Credit Agreement and to
prepayment at the option of Company as provided in the Credit
Agreement.

     

    THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.

     

    Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, may become, or
may be declared to be, due and payable in the manner, upon the conditions and
with the effect provided in the Credit Agreement.

     

    The terms
of this Note are subject to amendment only in the manner provided in the Credit
Agreement.

     

    This Note
is subject to restrictions on transfer or assignment as provided in the Credit
Agreement.

     

    No
reference herein to the Credit Agreement and no provision of this Note or the
Credit Agreement shall alter or impair the obligations of Company, which are
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, and in the currency prescribed herein and in
the Credit Agreement.

     

    Company
promises to pay all costs and expenses, including reasonable attorneys’ fees,
all as provided in the Credit Agreement, incurred in the collection and
enforcement of this Note.  Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
and notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand
hereunder.

     

    
      
        
          VI-2                                  Tranche A Term
Note

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    IN
WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered
by its officer thereunto duly authorized as of the date and at the place first
written above.

     

    
      	
            	URS
CORPORATION	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


    

     

                                   


    
      
        
          VI-SIGNATURE PAGE-1                              Tranche A Term
Note

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT VII

     

    [FORM
OF] TRANCHE B TERM NOTE

     

    URS
CORPORATION

     

    
      	$_____________________1	______________________2
	 	{Issuance
      date}         
      


    

     

    FOR VALUE
RECEIVED, URS CORPORATION, a Delaware corporation (“Company”), promises to pay to
________________3 (“Payee”) or its registered
assigns the principal amount of _________________________4 ($[__________________________1]).  The
principal amount of this Note shall be payable on the dates and in the
amounts  specified in the Credit Agreement; provided that the
last such installment shall be in an amount sufficient to repay the entire
unpaid principal balance of this Note, together with all accrued and unpaid
interest thereon.

     

    Company
also promises to pay interest on the unpaid principal amount hereof, until paid
in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit Agreement dated as of November 15,
2007 by and among Company, the financial institutions party thereto from time to
time (“Lenders”), Morgan
Stanley Senior Funding, Inc., as a joint-lead arranger and syndication agent for
Lenders, Wells Fargo Bank, National Association, as a joint-lead arranger and
administrative agent for Lenders (in such capacity “Administrative Agent”) and
Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
co-documentation agents for Lenders (said Credit Agreement, as it may be
amended, restated, supplemented or otherwise modified from time to time, being
the “Credit Agreement”,
the terms defined therein and not otherwise defined herein being used herein as
therein defined).

     

    This Note
is one of Company’s “Tranche B Term Notes” and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Tranche B Term Loan evidenced hereby was made and is to be repaid.

     

    All
payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in same day funds at the Funding
and Payment Office or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit
Agreement.  Unless and until an Assignment Agreement effecting the
assignment or transfer of this Note shall have been accepted by Administrative
Agent and recorded in the Register as provided in the Credit Agreement, Company
and Administrative Agent shall be entitled to deem and treat Payee as the owner
and holder of this Note and the Loan evidenced hereby.  Payee hereby
agrees, by its acceptance hereof, that before disposing of this Note or any part
hereof it will make a notation hereon of all principal payments previously


     

    
      

      
        
          	
                  1

                	
                  Insert
      amount of Lender’s Tranche B Term Loan in
  numbers.

                


        

      

        
        
          	
                  2

                	
                  Insert
      place of delivery of Note.

                


        

      

        
        
          	
                  3

                	
                  Insert
      Lender’s name in capital
letters.

                


        

      

        
        
          	
                  4

                	
                  Insert
      amount of Lender’s Tranche B Term Loan in
words.

                


        

      



     

    
      
        VII-1                              Tranche B Term Note

      

      
        
          

        

      

      
        List of Exhibits

      

    

     

    
      made
hereunder and of the date to which interest hereon has been paid; provided, however, that the
failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Company hereunder with respect to payments
of principal of or interest on this Note.

    

     

    Whenever
any payment on this Note shall be stated to be due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and
such extension of time shall be included in the computation of the payment of
interest on this Note.

     

    This Note
is subject to mandatory prepayment as provided in the Credit Agreement and to
prepayment at the option of Company as provided in the Credit
Agreement.

     

    THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.

     

    Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, may become, or
may be declared to be, due and payable in the manner, upon the conditions and
with the effect provided in the Credit Agreement.

     

    The terms
of this Note are subject to amendment only in the manner provided in the Credit
Agreement.

     

    This Note
is subject to restrictions on transfer or assignment as provided in the Credit
Agreement.

     

    No
reference herein to the Credit Agreement and no provision of this Note or the
Credit Agreement shall alter or impair the obligations of Company, which are
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, and in the currency prescribed herein and in
the Credit Agreement.

     

    Company
promises to pay all costs and expenses, including reasonable attorneys’ fees,
all as provided in the Credit Agreement, incurred in the collection and
enforcement of this Note.  Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
and notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand
hereunder.

     

    
      
        VII-2                                      Tranche B Term
Note

      

      
        
          

        

      

      
        List of Exhibits

      

    


    IN
WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered
by its officer thereunto duly authorized as of the date and at the place first
written above.

     

    
      	
            	URS
CORPORATION	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


    

     


    
      
        
          VII-SIGNATURE PAGE-1                              Tranche B
Term Note

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT VIII

     

    [FORM
OF] TRANCHE C TERM NOTE

     

    URS
CORPORATION

     

    
      
        	$_____________________1	______________________2
	 	{Issuance
      date}       
       


      

    

     

    FOR VALUE
RECEIVED, URS CORPORATION, a Delaware corporation (“Company”), promises to pay to
________________3 (“Payee”) or its registered
assigns the principal amount of _________________________4 ($[__________________________1]).  The
principal amount of this Note shall be payable on the dates and in the
amounts  specified in the Credit Agreement; provided that the
last such installment shall be in an amount sufficient to repay the entire
unpaid principal balance of this Note, together with all accrued and unpaid
interest thereon.

     

    Company
also promises to pay interest on the unpaid principal amount hereof, until paid
in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit Agreement dated as of November 15,
2007 by and among Company, the financial institutions party thereto from time to
time (“Lenders”), Morgan
Stanley Senior Funding, Inc., as a joint-lead arranger and syndication agent for
Lenders, Wells Fargo Bank, National Association, as a joint-lead arranger and
administrative agent for Lenders (in such capacity “Administrative Agent”) and
Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
co-documentation agents for Lenders (said Credit Agreement, as it may be
amended, restated, supplemented or otherwise modified from time to time, being
the “Credit Agreement”,
the terms defined therein and not otherwise defined herein being used herein as
therein defined).

     

    This Note
is one of Company’s “Tranche C Term Notes” and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Tranche C Term Loan evidenced hereby was made and is to be repaid.

     

    All
payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in same day funds at the Funding
and Payment Office or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit
Agreement.  Unless and until an Assignment Agreement effecting the
assignment or transfer of this Note shall have been accepted by Administrative
Agent and recorded in the Register as provided in the Credit Agreement, Company
and Administrative Agent shall be entitled to deem and treat Payee as the owner
and holder of this Note and the Loan evidenced hereby.  Payee hereby
agrees, by its acceptance hereof, that before disposing of this Note or any part
hereof it will make a notation hereon of all principal payments previously


     

    
      

      
        
          	
                  1

                	
                  Insert
      amount of Lender’s Tranche C Term Loan in
  numbers.

                


        

      

        
        
          	
                  2

                	
                  Insert
      place of delivery of Note.

                


        

      

        
        
          	
                  3

                	
                  Insert
      Lender’s name in capital
letters.

                


        

      

        
        
          	
                  4

                	
                  Insert
      amount of Lender’s Tranche C Term Loan in
words.

                


        

      



     

    
      
        VIII-1                              Tranche C Term Note

      

      
        
          

        

      

      
        List of Exhibits

      

    

     

    
      made
hereunder and of the date to which interest hereon has been paid; provided, however, that the
failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Company hereunder with respect to payments
of principal of or interest on this Note.

    

     

    Whenever
any payment on this Note shall be stated to be due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and
such extension of time shall be included in the computation of the payment of
interest on this Note.

     

    This Note
is subject to mandatory prepayment as provided in the Credit Agreement and to
prepayment at the option of Company as provided in the Credit
Agreement.

     

    THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.

     

    Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, may become, or
may be declared to be, due and payable in the manner, upon the conditions and
with the effect provided in the Credit Agreement.

     

    The terms
of this Note are subject to amendment only in the manner provided in the Credit
Agreement.

     

    This Note
is subject to restrictions on transfer or assignment as provided in the Credit
Agreement.

     

    No
reference herein to the Credit Agreement and no provision of this Note or the
Credit Agreement shall alter or impair the obligations of Company, which are
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, and in the currency prescribed herein and in
the Credit Agreement.

     

    Company
promises to pay all costs and expenses, including reasonable attorneys’ fees,
all as provided in the Credit Agreement, incurred in the collection and
enforcement of this Note.  Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
and notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand
hereunder.

     

    
      
        VIII-2                                      Tranche C Term
Note

      

      
        
          

        

      

      
        List of Exhibits

      

    


    IN
WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered
by its officer thereunto duly authorized as of the date and at the place first
written above.

     

    
      	
            	URS
CORPORATION	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


    

     

         


    
      
        
          VIII-SIGNATURE PAGE-1                               Tranche C
Term Note

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT IX

     

    [FORM
OF] SWING LINE NOTE

     

    URS
CORPORATION

     

    
      	$_____________________1	______________________2
	 	{Issuance
      date}       
       


    

     

    FOR VALUE
RECEIVED, URS CORPORATION, a Delaware corporation (“Company”), promises to pay to
_______________________ (“Payee”) or its registered
assigns, the lesser of  (x) _______________________3 ($[________________________1]) and
(y) the unpaid principal amount of all advances made by Payee to Company as
Swing Line Loans under the Credit Agreement referred to below.  The
principal amount of this Note shall be payable on the dates and in the amounts
specified in the Credit Agreement.

     

    Company
also promises to pay interest on the unpaid principal amount hereof, until paid
in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit Agreement dated as of November 15,
2007 by and among Company, the financial institutions party thereto from time to
time (“Lenders”), Morgan
Stanley Senior Funding, Inc., as a joint-lead arranger and syndication agent for
Lenders, Wells Fargo Bank, National Association, as a joint-lead arranger and
administrative agent for Lenders (in such capacity, “Administrative Agent”) and
Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
co-documentation agents for Lenders (said Credit Agreement, as it may be
amended, restated, supplemented or otherwise modified from time to time, being
the “Credit Agreement”,
the terms defined therein and not otherwise defined herein being used herein as
therein defined).

     

    This Note
is Company’s “Swing Line Note” and is issued pursuant to and entitled to the
benefits of the Credit Agreement, to which reference is hereby made for a more
complete statement of the terms and conditions under which the Swing Line Loans
evidenced hereby were made and are to be repaid.

     

    All
payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in same day funds at the Funding
and Payment Office or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit Agreement.

     

    Whenever
any payment on this Note shall be stated to be due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and
such extension of time shall be included in the computation of the payment of
interest on this Note.

     

    This Note
is subject to mandatory prepayment as provided in the Credit Agreement and to
prepayment at the option of Company as provided in the Credit
Agreement.

     

    
      

      
        
          	
                  1

                	
                  Insert
      amount of Swing Line Lender’s Swing Line Commitment in
      numbers.

                


        

      

        
        
          	
                  2

                	
                  Insert
      place of delivery of Note.

                


        

      

        
        
          	
                  3

                	
                  Insert
      amount of Swing Line Lender’s Swing Line Commitment in
    words.

                


        

      



     

    
      
        
        

      

      
        IX-1                                        Swing
Line Note

        
          

        

      

      
        List of Exhibits

      

    

     

    THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.

     

    Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, may become, or
may be declared to be, due and payable in the manner, upon the conditions and
with the effect provided in the Credit Agreement.

     

    The terms
of this Note are subject to amendment only in the manner provided in the Credit
Agreement.

     

    This Note
is subject to restrictions on transfer or assignment as provided in the Credit
Agreement.

     

    No
reference herein to the Credit Agreement and no provision of this Note or the
Credit Agreement shall alter or impair the obligations of Company, which are
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, and in the currency prescribed herein and in
the Credit Agreement.

     

    Company
promises to pay all costs and expenses, including reasonable attorneys’ fees,
all as provided in the Credit Agreement, incurred in the collection and
enforcement of this Note.  Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
and notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand
hereunder.

     

    
 

    
      
        IX-2                                        Swing Line
Note

      

      
        
          

        

      

      
        List of Exhibits

      

    


    IN
WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered
by its officer thereunto duly authorized as of the date and at the place first
written above.

     

    
      	
            	URS
CORPORATION	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


    

     

                            


    
      
        
          IX-SIGNATURE PAGE-1                                Swing Line
Note

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    TRANSACTIONS

    ON

    SWING
LINE NOTE

     

    
      	
              
                Date

              

            	 	
              
                Amount
      of

                Loan
      Made

                This
      Date

              

            	 	
              
                Amount
      of

                Principal
      Paid

                This
      Date

              

            	 	
              
                Amount
      of

                Principal
      Paid

                This
      Date

              

            	 	
              
                Outstanding

                Principal

                Balance

                This
      Date

              

            	 	
              
                Notation

                Made
      By

              

            
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      


    

     

     

    


     


    
      
        
          IX-ATTACHMENT NO.1-1                               Swing Line
Note

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT X

     

    [FORM
OF COMPLIANCE CERTIFICATE]

     

    COMPLIANCE
CERTIFICATE

     

    


     

    THE
UNDERSIGNED HEREBY CERTIFIES THAT:

     

    (1)           I
am the duly elected [Title] of URS Corporation, a Delaware corporation (“Company”);

     

    (2)           I
have reviewed the terms of that certain Credit Agreement dated as of November 15
, 2007, as amended, restated, supplemented or otherwise modified to the date
hereof (said Credit Agreement, as so amended, restated, supplemented or
otherwise modified, being the “Credit Agreement”, the terms
defined therein and not otherwise defined in this Certificate (including
Attachment No. 1 annexed hereto and made a part hereof) being used in this
Certificate as therein defined), by and among Company, the financial
institutions party thereto from time to time as Lenders, Morgan Stanley Senior
Funding, Inc., as a joint-lead arranger and syndication agent, Wells Fargo Bank,
National Association, as a joint-lead arranger and Administrative Agent for
Lenders and Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland
plc, as co-documentation agents for Lenders, and the terms of the other Loan
Documents, and I have made, or have caused to be made under my supervision, a
review in reasonable detail of the transactions and condition of Company and its
Subsidiaries during the accounting period covered by the attached financial
statements;

     

    (3)           The
examination described in paragraph (2) above did not disclose, and I have
no actual knowledge of, the existence of any condition or event which
constitutes an Event of Default or Potential Event of Default during or at the
end of the accounting period covered by the attached financial statements or as
of the date of this Certificate[, except as set forth below].

     

    [Set
forth [below] [in a separate attachment to this Certificate] are all exceptions
to paragraph (3) above listing, in detail, the nature of the condition or event,
the period during which it has existed and the action which Company has taken,
is taking, or proposes to take with respect to each such condition or
event:

     

    ________________________________________________________________________________________________________].

     

    The
foregoing certifications, together with the computations set forth in Attachment
No. 1 annexed hereto and made a part hereof and the financial statements
delivered with this Certificate in support hereof, are made and delivered this
__________ day of _____________, ____ pursuant to subsection 6.1(iv) of
the Credit Agreement.

     


    
      
        X-1                                      Compliance
Certificate

      

      
        
          

        

      

      
        List of Exhibits

      

    


    The
undersigned executes this Compliance Certificate as an officer of Company and
not in the undersigned’s individual capacity.

     

    
      	
            	URS
CORPORATION	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Title:	 	 
	 	 	 	 




     

                  


    
      
        X-SIGNATURE
PAGE-1                                     Compliance
Certificate

      

      
        
          

        

      

      
        List of Exhibits

      

    


    ATTACHMENT
NO. 1

    TO
COMPLIANCE CERTIFICATE

     

    See
Attached.

     


    
      
        X-ATTACHMENT NO. 1-1                                  Compliance
Certificate

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT XI

     

    [FORM
OF OPINION OF COMPANY COUNSEL]

     

    See
Attached.

     


    
      
        XI-1                                   Opinion of Company
Counsel

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT XII

     

    [FORM
OF] ASSIGNMENT AND ASSUMPTION AGREEMENT

     

    This
Assignment and Assumption Agreement (the “Assignment”) is dated
as of the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor” and [the][each]2 Assignee identified in
item 2 below [the][each, an] “Assignee”).  [It is understood and
agreed that the rights and obligation of [the Assignors][the Assignees]3 hereunder are
several and not joint.]4  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, restated, supplemented or
otherwise modified, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by [the][each]
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment as if set forth herein in full.

     

    For an
agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns
to [the Assignee][the respective Assignees], and [the][each] Assignee hereby
irrevocably purchases and assumes from [the Assignor][the respective Assignors],
subject to and in accordance with the Standard Terms and Conditions set forth in
Annex 1 attached hereto and the Credit Agreement, as of the Effective Date
inserted by Administrative Agent as contemplated below, (i) all of [the
Assignor’s][the respective Assignors’] rights and obligations in [its capacity
as Lender][their respective capacities as Lenders] under the Credit Agreement
and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including any letters of
credit, guarantees, and swingline loans included in such facilities) and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of [the Assignor (in its capacity as a
Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or
in equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned by [the] [any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being
referred to herein collectively as [the][an] “Assigned
Interest”).  Each such sale and assignment is without recourse
to [the][any] Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by [the][any]
Assignor.

     

    
      

      
        
          	
                  1

                	
                  For
      bracketed language here and elsewhere in this form relating to the
      Assignor(s), if the assignment is from a single Assignor, choose the first
      bracketed language.  If the assignment is from multiple
      Assignors, choose the second bracketed
language.

                


        

      

        
        
          	
                  2

                	
                  For
      bracketed language here and elsewhere in this form relating to the
      Assignee(s), if the assignment is to a single Assignee, choose the first
      bracketed language.  If the assignment is to multiple Assignees,
      choose the second bracketed
language.

                


        

      

        
        
          	
                  3

                	
                  Select
      as appropriate.

                


        

      

        
        
          	
                  4

                	
                  Select
      as appropriate.

                


        

      

    

    
 

    
      
        XII-1                           Assignment and
Assumption Agreement

      

      
        
          

        

      

      
        List of Exhibits

      

    


    
      	
              
                1.

              

            	
               

            	
              Assignor[s]:

            	
              ______________________________

            


    

     

    
      	
              
                 

              

            	
               

            	
               

            	
              ______________________________

            


    

     

    
      	
              
                2.

              

            	
               

            	
              Assignee:

            	
              ______________________________

            


    

     

    
      	
              
                 

              

            	
               

            	
               

            	
              ______________________________

            


    

     

    
      	
              
                 

              

            	
               

            	
              
                [for
      each Assignee, indicate [Affiliate][Approved Fund] of [identify
      Lender]

              

            	
               

            


    

     

    
      	
              
                3.

              

            	
               

            	
              
                
                  Borrower:

                

              

            	
              
                URS
      Corporation

              

            


    

     

    
      	
              
                4.

              

            	
               

            	
              
                Administrative
      Agent:

              

            	
              
                
                  Wells
      Fargo Bank, National Association, as administrative agent under the Credit
      Agreement

                

              

            


    

     

    
      	
              
                5.

              

            	
               

            	
              
                
                  Credit
      Agreement:

                

              

            	
              
                
                  
                    The
      $2,100,000,000 Credit Agreement dated as of November 15, 2007, among URS
      Corporation, the Lenders party thereto, Morgan Stanley Senior Funding,
      Inc, as a joint-lead arranger and syndication agent, Wells Fargo Bank,
      National Association, as a joint-lead arranger and Administrative Agent,
      and the other Agents listed
  therein

                  

                

              

            


    

     

    
      	
              
                6.

              

            	
               

            	
              
                
                  
                    Assigned
      Interest[s]:

                  

                

              

            	
              
                
                  
                     

                  

                

              

            


    

     

    
      	
              Assignor[s]5

            	
              Assignee[s]6

            	
              Facility
      Assigned

            	
              Aggregate

              Amount
      of Commitment/Loans for all Lenders7

            	
              Amount
      of Commitment/

              Loans
      Assigned7

            	
              Percentage

              Assigned
      of Commitment/

              Loans8

            
	 
      	 
      	
              Revolving
      Loan Commitment

            	
              $_____________

            	
              $_____________

            	
              __________%

            
	 
      	 
      	
              Tranche
      A Term Loan Commitment

            	
              $_____________

            	
              $_____________

            	
              __________%

            
	 
      	 
      	
              Tranche
      B Term Loan Commitment

            	
              $_____________

            	
              $_____________

            	
              __________%

            
	 
      	 
      	
              Tranche
      C Term Loan Commitment

            	
              $_____________

            	
              $_____________

            	
              __________%

            


    

     

    
      	
              
                [7.

              

            	
               

            	
              Trade
      Date:  

            	
              
                _______________________]

              

            


    

     

    Effective Date: _____________ ___, 20___ [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]

     

    

      

    

    
      
        	
                5

              	
                List
      each Assignor, as appropriate.

              


          
          
            	
                    6

                  	
                    List
      each Assignee, as
appropriate.

                  


          

        

          
          
            	
                    7

                  	
                    Amount
      to be adjusted by the counterparties to take into account any payments or
      prepayments made between the Trade Date and the Effective
      Date.

                  


          

        

          
          
            	
                    8

                  	
                    Set
      forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
      all Lenders thereunder.

                  


          

        

      

       

    


    
      
        XII-2                           Assignment and
Assumption Agreement

      

      
        
          

        

      

      
        List of Exhibits

      

    


    The terms set forth in this Assignment
are hereby agreed to:

     

    
      	
            	
              ASSIGNOR[S]1

            	 
	 	[NAME
      OF ASSIGNOR]	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Title:	 	 
	 	 	 	 


    

    
      	
            	[NAME
      OF ASSIGNOR]	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Title:	 	 
	 	 	 	 


    

    
      	
            	
              ASSIGNEE[S]

            	 
	 	[NAME
      OF ASSIGNEE]	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Title:	 	 
	 	 	 	 


      
        	
              	[NAME
      OF ASSIGNEE]	 
	 	 	 	 
	
                 

              	 	
                 

              	
                By:
      

              	 	 
	 	Title:	 	 
	 	 	 	 


      

    

     

    


    [Consented
to and]2  Accepted:

     

    Wells
Fargo Bank, National Association,

    as
Administrative Agent

    


     

    
      	
              By:
      

            	 	 
	Title:	 	 


    

     

    [Consented
to:]3

     

    
      	URS
      Corporation	 
	 	 	 
	
              By:
      

            	 	 
	Title:	 	 


    

     

    


    


    
      

      
        
          	
                  1

                	
                  To
      be completed if the Assignor(s) and the Assignee(s) intend that the
      minimum assignment amount is to be determined as of the Trade
      Date.

                


            
            
              	
                      2

                    	
                      To
      be added only if the consent of Administrative Agent is required by the
      terms of the Credit
Agreement.

                    


            

          

            
            
              	
                      3

                    	
                      To
      be added only if the consent of Company and/or other parties (e.g. Swing
      Line Lender, Issuing Lender) is required by the terms of the Credit
      Agreement.

                    


            

          

            


           

          
 

          
            
              
              

            

            
              XII-SIGNATURE
PAGE-1                       Assignment
and Assumption Agreement

              
                

              

            

            
              List of Exhibits

            

          

           

           

          [Consented
to:]

        

      

    

     

    
      	[NAME
      OF RELEVANT PARTY]	 
	 	 	 
	
              By:
      

            	 	 
	Title:	 	 


    

     


    
      
        XII-SIGNATURE PAGE-2                       Assignment
and Assumption Agreement

      

      
        
          

        

      

      
        List of Exhibits

      

    


    ANNEX
1

    


    URS
CORPORATION

    STANDARD
TERMS AND CONDITIONS FOR ASSIGNMENT

    AND
ASSUMPTION AGREEMENT

    


    1.            
Representations and
Warranties.

     

    1.1           Assignor.  [The][Each]
Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such]
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in
connection with any Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of Company, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by Company, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

     

    1.2           Assignee.  [The][Each]
Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it meets all requirements of an
Eligible Assignee under the Credit Agreement (subject to such consents, if any,
as may be required under the Credit Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a
Lender thereunder and, to the extent of [the][the relevant] Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it is sophisticated with
respect to decisions to acquire assets of the type represented by the Assigned
Interest and either it, or the person exercising discretion in making its
decision to acquire the Assigned Interest, is experienced in acquiring assets of
such type, (v) it has received a copy of the Credit Agreement, and has received
or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 6.1 thereof, as applicable,
and such other documents and information as it deem appropriate to make its own
credit analysis and decision to enter into this Assignment and to purchase
[the][such] Assigned Interest, (vi) it has, independently and without
reliance on Administrative Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Assignment and the purchase [the][such]
Assigned Interest, and (vii) if it is a Foreign Lender, attached to the
Assignment is any documentation required to be delivered by it pursuant to the
terms of the Credit Agreement, duly completed and executed by [the][such]
Assignee; and (b) agrees that (i) it will, independently and without reliance on
the Administrative Agent, [the][any] Assignor or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Loan Documents, and (ii) it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to
be performed by it as a Lender.

     


    
      
        XII-ANNEX 1-1                           Assignment
and Assumption Agreement

      

      
        
          

        

      

      
        List of Exhibits

      

    


    2.           Payments.  From
and after the Effective Date, Administrative Agent shall make all payments in
respect of [the][each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the][the relevant] Assignor for amounts
which have accrued to but excluding the Effective Date and to [the][the
relevant] Assignee for amounts which have accrued from and after the Effective
Date.

     

    3.           General
Provisions.  This Assignment shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and
assigns.  This Assignment may be executed in any number of
counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment.  THIS ASSIGNMENT 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 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.

     

    



    
      
        XII-ANNEX 1-2                            Assignment
and Assumption Agreement

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT XIII

     

    [FORM
OF PLEDGE AGREEMENT]

     

    This
PLEDGE AGREEMENT (this
“Agreement”) is dated as
of November 15, 2007 and entered into by and among URS CORPORATION, a Delaware
corporation (“Company”),
each of THE UNDERSIGNED DIRECT
AND INDIRECT SUBSIDIARIES of Company (each of such undersigned
Subsidiaries being a “Subsidiary Pledgor” and
collectively “Subsidiary
Pledgors”) and each ADDITIONAL SUBSIDIARY
GUARANTOR (each an “Additional Pledgor”) that may become a
party hereto after the date hereof in accordance with Section 16 (each of
Company, each Subsidiary Pledgor and each Additional Pledgor being a “Pledgor” and collectively the
“Pledgors”) and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Joint-Lead Arranger and Administrative Agent for and
representative of (in such capacity herein called “Secured Party”) the financial
institutions (“Lenders”)
from time to time party to the Credit Agreement (as herein defined) and any Swap
Counterparties (as herein defined).

     

    PRELIMINARY
STATEMENTS

     

    A.           Pursuant
to the Credit Agreement dated as of November 15, 2007 (said Credit Agreement, as
it may hereafter be amended, restated, supplemented or otherwise modified from
time to time, being the “Credit
Agreement”; the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among Company, Secured Party, the
financial institutions party thereto from time to time as Lenders, Morgan
Stanley Senior Funding, Inc., as a Joint-Lead Arranger and Syndication Agent for
Lenders and Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland
plc, as Co-Documentation
Agents for Lenders, Lenders have made certain commitments, subject to the terms
and conditions set forth in the Credit Agreement, to extend certain credit
facilities to Company.

     

    B.           Company
or a Subsidiary of Company may from time to time enter, or may from time to time
have entered, into one or more Interest Rate Agreements, Currency Agreements or
other swap agreements (collectively, the “Lender Swap Agreements”) with one or more Persons
that are Lenders or Affiliates of Lenders at the time such Lender Swap
Agreements are entered into (in such capacity, collectively, “Swap Counterparties”) in
accordance with the terms of the Credit Agreement, and it is desired that the
obligations of Company or such Subsidiary of Company under the Lender Swap
Agreements, including the obligation of Company or such Subsidiary of Company to
make payments thereunder in the event of early termination thereof, together
with all obligations of Company under the Credit Agreement and the other Loan
Documents, be secured hereunder.

     

    C.           Subsidiary
Pledgors have executed and delivered the Subsidiary Guaranty (said Subsidiary
Guaranty, as it may hereafter be amended, restated, supplemented or otherwise
modified from time to time, being the “Subsidiary Guaranty”) in favor
of Secured Party for the benefit of Lenders and any Swap Counterparties,
pursuant to which each Subsidiary Pledgor has guarantied the prompt payment and
performance when due of all obligations of Company under the Credit Agreement
and all obligations of Company and the 

     

    
      
        
        

      

      
        XIII-1                                   Pledge
Agreement

        
          

        

      

      
        List of Exhibits

      

    

     

    
      applicable
Subsidiaries of Company under the Lender Swap Agreements.

    

     

    D.           It
is a condition precedent to the initial extensions of credit by Lenders under
the Credit Agreement that Pledgors listed on the signature pages hereof shall
have granted the security interests and undertaken the obligations contemplated
by this Agreement.

     

    NOW, THEREFORE, in
consideration of the agreements set forth herein and in the Credit Agreement and
in order to induce Lenders to make Loans and other extensions of credit under
the Credit Agreement and to induce Swap Counterparties to enter into the Lender
Swap Agreements, each Pledgor hereby agrees with Secured Party as
follows:

     

    SECTION
1. Pledge of
Security.

     

    Each
Pledgor hereby pledges and assigns to Secured Party, and hereby grants to
Secured Party a security interest in, all of such Pledgor’s right, title and
interest in and to the following (the “Pledged
Collateral”):

     

    (a) all
shares of stock, partnership interests, limited liability company interests and
all other equity interests (“Equity Interests”) in a Person
that is a Subsidiary Guarantor required to be pledged under the Credit Agreement
now or hereafter owned by such Pledgor, whether such Equity Interests are
classified as investment property or general intangibles under the Uniform
Commercial Code as in effect in the State of New York (“UCC”), including all
securities convertible into, and rights, warrants, options and other rights to
purchase or otherwise acquire, any Equity Interest, and including those owned on
the date hereof and described in Part A of Schedule I annexed
hereto for such Pledgor, the certificates or other instruments representing any
of the foregoing and any interest of such Pledgor in the entries on the books of
any securities intermediary pertaining thereto (the “Pledged Equity”), and all
distributions, dividends, and other property received, receivable or otherwise
distributed in respect of or in exchange therefor; provided that the
Pledged Equity shall not include any Equity Interests in Persons that are
subject to prohibitions on granting a security interest or otherwise
transferring such Equity Interests under state or local laws or under such
Person’s Organizational Documents but only if such Organizational Documents may
not be amended or otherwise modified to permit the granting of a security
interest under this Agreement;

     

    (b) the
Indebtedness from time to time owed to such Pledgor by any obligor that, is or
becomes a direct or indirect Subsidiary of such Pledgor, is the parent of such
Pledgor or controls, is controlled by or is under common control with such
Pledgor, including the Indebtedness described in Part B of Schedule I for such
Pledgor and issued by the obligors named therein, the instruments evidencing
such Indebtedness (the “Pledged
Debt”), and all cash and other property received, receivable or otherwise
distributed in respect of or in exchange therefor;

     

    (c) all
books, records, ledger cards, files, correspondence, computer programs, tapes,
disks and related data processing software that at any time evidence or contain
information relating to any of the Pledged Collateral or are otherwise necessary
or helpful in the collection thereof or realization thereupon; and

     


    
      
        XIII-2                                   Pledge
Agreement

      

      
        
          

        

      

      
        List of Exhibits

      

    


    (d) to the
extent not covered by clauses (a), (b) and (c) above, all proceeds of any or all
of the foregoing Pledged Collateral.  For purposes of this Agreement,
the term “proceeds”
includes whatever is receivable or received when Pledged Collateral or proceeds
are sold, exchanged, collected or otherwise disposed of, whether such
disposition is voluntary or involuntary, and includes, without
limitation, proceeds of any indemnity or guaranty payable to Pledgors or
Secured Party from time to time with respect to any of the Pledged
Collateral.

     

    SECTION
2. Security
for Obligations.

     

    This
Agreement secures, and the Pledged Collateral is collateral security for, the
prompt payment or performance in full when due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise, of all
Secured Obligations of each Pledgor.  “Secured Obligations”
means:

     

    (a) with
respect to Company, all obligations and liabilities of every nature of Company
now or hereafter existing under or arising out of or in connection with the
Credit Agreement and the other Loan Documents and any Lender Swap Agreement;
and

     

    (b) with
respect to each Subsidiary Pledgor and Additional Pledgor, all obligations and
liabilities of every nature of such Subsidiary Pledgor now or hereafter existing
under or arising out of or in connection with the Subsidiary
Guaranty,

     

    in each
case together with all extensions or renewals thereof, whether for principal,
interest, reimbursement of amounts drawn under Letters of Credit, payments for
early termination of Lender Swap Agreements, fees, expenses, indemnities or
otherwise, whether voluntary or involuntary, direct or indirect, absolute or
contingent, liquidated or unliquidated, whether or not jointly owed with others,
and whether or not from time to time decreased or extinguished and later
increased, created or incurred, and all or any portion of such obligations or
liabilities that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from Secured Party or any Lender or
Swap Counterparty as a preference, fraudulent transfer or otherwise, and all
obligations of every nature of Pledgors now or hereafter existing under this
Agreement (including interest and other amounts that, but for the filing of a
petition in bankruptcy with respect to Company or any other Pledgor, would
accrue on such obligations, whether or not a claim is allowed against Company or
such Pledgor for such amounts in the related bankruptcy
proceeding).

     

    SECTION
3. Representations
and Warranties.

     

    Each
Pledgor represents and warrants as follows:

     

    (a) Ownership of Pledged
Collateral.  Except as expressly permitted by the Credit
Agreement, such Pledgor owns its interests in the Pledged Collateral free and
clear of any Lien and no effective financing statement or other instrument
similar in effect covering all or any part of the Pledged Collateral is on file
in any filing or recording office.

     

    (b) Perfection.  The
security interests in the Pledged Collateral granted to Secured Party for the
ratable benefit of Lenders and Swap Counterparties hereunder 

     

    
      
        
        

      

      
        XIII-3                                   Pledge
Agreement

        
          

        

      

      
        List of Exhibits

      

    

     

    
      constitute
valid security interests in the Pledged Collateral, securing the payment of the
Secured Obligations.  Upon (i) the filing of UCC financing
statements naming each Pledgor as “debtor”, naming Secured Party as “secured
party” and describing the Pledged Collateral in the filing offices with respect
to such Pledgor set forth on Schedule II
annexed hereto, (ii) in the case of the Pledged Collateral consisting of
certificated Securities (as defined in the UCC) or evidenced by Instruments, in
addition to filing of such UCC financing statements, delivery of the
certificates representing such certificated Securities and delivery of such
Instruments to Secured Party, in each case duly endorsed or accompanied by duly
executed instruments of assignment or transfer in blank, the security interests
in the Pledged Collateral granted to Secured Party for the ratable benefit of
Lenders and Swap Counterparties will constitute perfected security interests
therein prior to all other Liens (except for Permitted Encumbrances and Liens
permitted by subsection 7.2A of the Credit Agreement) securing the payment of
the Secured Obligations, and all filings and other actions necessary or
desirable to perfect and protect such security interests have been, or promptly
after the Closing Date will be, duly made or taken.

       

    

    (c) Office Locations; Type and
Jurisdiction of Organization. Such Pledgor’s name as it appears in
official filings in the jurisdiction of its organization, type of organization
(i.e. corporation, limited partnership, etc.), jurisdiction of organization,
principal place of business, chief executive office, office where such Pledgor
keeps its records regarding the Pledged Collateral, and organization number
provided by the applicable Government Authority of the jurisdiction of
organization are set forth on Schedule III annexed
hereto.

     

    (d) Names.  No Pledgor
(or predecessor by merger or otherwise of such Pledgor) has, within the five
year period preceding the date hereof, or, in the case of an Additional Pledgor,
the date of the applicable Counterpart (as herein defined), had a different name
from the name of such Pledgor listed on the signature pages hereof, except the
names set forth on Schedule III annexed
hereto.

     

    (e) Delivery of Pledged
Collateral.  All certificates or Instruments with a face amount
greater than $10,000,000 or an aggregate face amount of $25,000,000 or more
(excluding checks) evidencing, comprising or representing the Pledged Collateral
have been delivered to Secured Party duly endorsed or accompanied by duly
executed instruments of transfer or assignment in blank.

     

    (f) Due Authorization and Description of
Pledged Collateral.  All of the Pledged Equity set forth in
Part A of Schedule
I annexed hereto has been duly authorized and validly issued and is fully
paid and non-assessable; all of the Pledged Debt set forth in Part B of Schedule I annexed
hereto has been duly authorized and is the legally valid and binding obligation
of the issuers thereof and is not in default; there are no outstanding warrants,
options or other rights to purchase, or other agreements outstanding with
respect to, or property that is now or hereafter convertible into, or that
requires the issuance or sale of, any Pledged Equity; the Pledged Debt
constitutes all of the issued and outstanding intercompany Indebtedness
evidenced by a promissory note of the respective issuers thereof owing to such
Pledgor; Part A of Schedule I annexed
hereto sets forth all of the issued and outstanding Pledged Equity owned by each
Pledgor, and the percentage ownership in each 

     

    
      
        
        

      

      
        XIII-4                                   Pledge
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      issuer
thereof; and Part B of Schedule I annexed
hereto sets forth all of the Pledged Debt owned by such
Pledgor.

    

     

    The
representations and warranties as to the information set forth in Schedules
referred to herein are made, as to each Pledgor (other than Additional
Pledgors), as of the date hereof and, as to each Additional Pledgor, as of the
date of the applicable Counterpart, except that, in the case of a Pledge
Supplement, such representations and warranties are made as of the date of such
Pledge Supplement.

     

    SECTION
4. Covenants.

     

    Each
Pledgor shall:

     

    (a) not use
or permit any Pledged Collateral to be used unlawfully or in violation of any
provision of this Agreement or any applicable material statute, regulation or
ordinance or any policy of insurance covering the Pledged
Collateral;

     

    (b) give
Secured Party written notice of (i) any change in such Pledgor’s name, identity
or corporate structure within 15 days of a Responsible Officer of such Pledgor
becoming aware of such change and (ii) any reincorporation, reorganization or
other action that results in a change of the jurisdiction of organization of
such Pledgor within 15 days of a Responsible Officer of such Pledgor becoming
aware of such change;

     

    (c) if
Secured Party gives value to enable such Pledgor to acquire rights in or the use
of any Pledged Collateral, use such value for such purposes;

     

    (d) keep
correct and accurate records of Pledged Collateral at the locations described in
Schedule III
annexed hereto;

     

    (e) permit
representatives of Secured Party at any time (but not more than once a year
unless an Event of Default has occurred and is continuing) upon reasonable
notice during normal business hours to inspect and make abstracts from such
records, and each Pledgor agrees to render to Secured Party, at such Pledgor’s
cost and expense, such clerical and other assistance as may be reasonably
requested with regard thereto;

     

    (f) if any
Pledged Equity is not a security pursuant to Section 8-103 of the UCC, not take
any action that, under such Section, converts such Pledged Equity into a
security without causing the issuer thereof to issue to it certificates or
instruments evidencing such Pledged Equity, which it shall promptly deliver to
Secured Party as provided in Section 5;

     

    (g) not,
except as expressly permitted by the Credit Agreement, permit any issuer of
Pledged Equity to merge or consolidate unless all the outstanding Equity
Interests of the surviving or resulting Person are, upon such merger or
consolidation, pledged and become Pledged Collateral hereunder and no cash,
securities or other property is distributed in respect of the outstanding Equity
Interests of any other constituent Person;

     


    
      
        
        

        
        

      

      
        XIII-5                                   Pledge
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    (h) (i) cause
each issuer of Pledged Equity not to issue any Equity Interests in addition to
or in substitution for the Pledged Equity issued by such issuer, except to such
Pledgor, (ii) immediately upon its acquisition (directly or indirectly) of
any Equity Interests, including additional Equity Interests in each issuer of
Pledged Equity, comply with Section 5(b), and (iii) immediately upon
issuance of any and all Instruments or other evidences of additional
Indebtedness from time to time owed to such Pledgor by any obligor on the
Pledged Debt, comply with Section 5(b);

     

    (i) promptly
deliver to Secured Party all written notices received by it with respect to the
Pledged Collateral; and

     

    (j) at its
expense (i) perform and comply in all material respects with all terms and
provisions of any agreement related to the Pledged Collateral required to be
performed or complied with by it, (ii) maintain all such agreements in full
force and effect, and (iii) enforce all such agreements in accordance with
their terms.

     

    SECTION
5. Further
Assurances; Pledge Supplements.

     

    (a) Each
Pledgor agrees that from time to time, at the expense of Pledgors, such Pledgor
will promptly execute and deliver all further instruments and documents, and
take all further action, that may be necessary or desirable, or that Secured
Party may request, in order to perfect and protect any security interest granted
or purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any Pledged
Collateral.  Without limiting the generality of the foregoing, each
Pledgor will:  (i) deliver to Secured Party all promissory notes and
other Instruments with a principal balance in excess of $10,000,000 or
$25,000,000 in the aggregate, (ii) execute (if necessary) and file such
financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as Secured Party
may request, in order to perfect and preserve the security interests granted or
purported to be granted hereby and (iii) at Secured Party’s request, appear
in and defend any action or proceeding that may affect such Pledgor’s title to
or Secured Party’s security interest in all or any part of the Pledged
Collateral.  Each Pledgor hereby authorizes Secured Party to file one
or more financing or continuation statements, and amendments thereto, relative
to all or any part of the Pledged Collateral without the signature of such
Pledgor.

     

    (b) Without
limiting the generality of the foregoing Section 5(a), each Pledgor agrees
that (i) all certificates and promissory notes or other Instruments with a
principal balance in excess of $10,000,000 or $25,000,000 in the aggregate
representing or evidencing the Pledged Collateral shall be delivered to and held
by or on behalf of Secured Party pursuant hereto and shall be in suitable form
for transfer by delivery or, as applicable, shall be accompanied by such
Pledgor’s endorsement, where necessary, or duly executed instruments of transfer
or assignments in blank, all in form and substance satisfactory to Secured
Party, and (ii) it will, upon obtaining any additional Equity Interests or
Indebtedness, promptly (and in any event within 30 days) deliver to Secured
Party a Pledge Supplement, duly executed by such Pledgor, in substantially the
form of Schedule
IV annexed hereto (a “Pledge Supplement”), in
respect of such additional Pledged Equity or Pledged Debt; provided, that the
failure of any Pledgor to execute a Pledge Supplement with respect to
any

     

    
      
        
        

      

      
        XIII-6                                   Pledge
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      additional
Pledged Equity or Pledged Debt shall not impair the security interest of Secured
Party therein or otherwise adversely affect the rights and remedies of Secured
Party hereunder with respect thereto.  Upon each such acquisition, the
representations and warranties contained in Section 3(f) shall be deemed to have
been made by such Pledgor as to such Pledged Equity or Pledged Debt, whether or
not such Pledge Supplement is delivered.

    

     

    SECTION
6. Voting
Rights; Dividends; Etc.

     

    (a) So long
as no Event of Default shall have occurred and be continuing:
(i)  each Pledgor shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Pledged Collateral or any part thereof
for any purpose not prohibited by the terms of this Agreement or the Credit
Agreement; provided, no Pledgor
shall exercise or refrain from exercising any such right if Secured Party shall
have notified such Pledgor that, in Secured Party’s reasonable, good faith
judgment, such action would have a material adverse effect on the value of the
Pledged Collateral or any part thereof;  (ii) each Pledgor shall be
entitled to receive and retain any and all dividends, other distributions and
interest paid in respect of the Pledged Collateral; and (iii) Secured Party
shall promptly execute and deliver (or cause to be executed and delivered) to
such Pledgor all such proxies, dividend payment orders and other instruments as
such Pledgor may from time to time reasonably request for the purpose of
enabling such Pledgor to exercise the voting and other consensual rights which
it is entitled to exercise pursuant to clause (i) above and to receive the
dividends, distributions, principal or interest payments which it is authorized
to receive and retain pursuant to clause (ii) above.

     

    (b) Upon the
occurrence and during the continuance of an Event of Default:

     

    (i) upon
written notice from Secured Party to any Pledgor, all rights of such Pledgor to
exercise the voting and other consensual rights that they would otherwise be
entitled to exercise pursuant hereto shall cease, and all such rights shall
thereupon become vested in Secured Party who shall thereupon have the sole right
to exercise such voting and other consensual rights;

     

    (ii) except as
otherwise provided in the Credit Agreement, all rights of such Pledgor to
receive the dividends, other distributions, principal and interest payments
which it would otherwise be authorized to receive and retain pursuant hereto
shall cease, and all such rights shall thereupon become vested in Secured Party
who shall thereupon have the sole right to receive and hold as Pledged
Collateral such dividends, other distributions, principal and interest payments;
and

     

    (iii) all
dividends, principal, interest payments and other distributions that are
received by such Pledgor contrary to the provisions of paragraph (ii) above
shall be received in trust for the benefit of Secured Party, shall be segregated
from other funds of such Pledgor and shall forthwith be paid over to Secured
Party as Pledged Collateral in the same form as so received (with any necessary
endorsements).

     


    
      
        
          XIII-7                                   Pledge
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    (c) In order
to permit Secured Party to exercise the voting and other consensual rights which
it may be entitled to exercise pursuant hereto and to receive all dividends and
other distributions which it may be entitled to receive hereunder, (i) each
Pledgor shall promptly execute and deliver (or cause to be executed and
delivered) to Secured Party all such proxies, dividend payment orders and other
instruments as Secured Party may from time to time reasonably request, and
(ii) without limiting the effect of clause (i) above, each Pledgor hereby
grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to
exercise all other rights, powers, privileges and remedies to which a holder of
the Pledged Equity would be entitled (including giving or withholding written
consents of holders of Equity Interests, calling special meetings of holders of
Equity Interests and voting at such meetings), which proxy shall be effective,
automatically and without the necessity of any action (including any transfer of
any Pledged Equity on the record books of the issuer thereof) by any other
Person (including the issuer of the Pledged Equity or any officer or agent
thereof), upon the occurrence of an Event of Default and which proxy shall only
terminate upon the payment in full of the Secured Obligations (other than
Unasserted Obligations), the cure of such Event of Default or waiver thereof as
evidenced by a writing executed by Secured Party.

     

    SECTION
7. Secured
Party Appointed Attorney-in-Fact.

     

    Each
Pledgor hereby irrevocably appoints Secured Party as such Pledgor’s
attorney-in-fact, with full authority in the place and stead of Pledgor and in
the name of such Pledgor, Secured Party or otherwise, from time to time in
Secured Party’s discretion to take any action and to execute any instrument that
Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement, including:

     

    (a) upon the
occurrence and during the continuance of an Event of Default, to ask for,
demand, collect, sue for, recover, compound, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the
Pledged Collateral;

     

    (b) upon the
occurrence and during the continuance of an Event of Default, to receive,
endorse and collect any instruments made payable to such Pledgor representing
any dividend payment or other distribution in respect of the Pledged Collateral
or any part thereof and to give full discharge for the same;

     

    (c) upon the
occurrence and during the continuance of an Event of Default, to file any claims
or take any action or institute any proceedings that Secured Party may deem
necessary or desirable for the collection of any of the Pledged Collateral or
otherwise to enforce the rights of Secured Party with respect to any of the
Pledged Collateral;

     

    (d) to pay or
discharge taxes or Liens (other than Liens permitted under this Agreement or the
Credit Agreement) levied or placed upon or threatened against the Pledged
Collateral, the legality or validity thereof and the amounts necessary to
discharge the same to be determined by Secured Party in its sole discretion, any
such payments made by Secured Party to become obligations of such Pledgor to
Secured Party, due and payable immediately without demand; and

     


    
      
        
          XIII-8                                   Pledge
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    (e) upon the
occurrence and during the continuance of an Event of Default, generally to sell,
transfer, pledge, make any agreement with respect to or otherwise deal with any
of the Pledged Collateral as fully and completely as though Secured Party were
the absolute owner thereof for all purposes, and to do, at Secured Party’s
option and such Pledgor’s expense, at any time or from time to time, all acts
and things that Secured Party deems necessary to protect, preserve or realize
upon the Pledged Collateral and Secured Party’s security interest therein in
order to effect the intent of this Agreement, all as fully and effectively as
such Pledgor might do.

     

    SECTION
8. Secured
Party May Perform; No Assumption.

     

    (a) If any
Pledgor fails to perform any agreement contained herein, Secured Party may
itself perform, or cause performance of, such agreement, and the expenses of
Secured Party incurred in connection therewith shall be payable by such Pledgor
under Section 12(b).

     

    (b) Anything
contained herein to the contrary notwithstanding, (i) each Pledgor shall
remain liable under any agreements included in the Pledged Collateral, to the
extent set forth therein, to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed,
(ii) the exercise by Secured Party of any of its rights hereunder shall not
release any Pledgor from any of its duties or obligations under the agreements
included in the Pledged Collateral, and (iii) Secured Party shall not have
any obligation or liability under any agreements included in the Pledged
Collateral by reason of this Agreement, nor shall Secured Party be obligated to
perform any of the obligations or duties of any Pledgor thereunder or to take
any action to collect or enforce any claim for payment assigned
hereunder.

     

    SECTION
9. Standard
of Care.

     

    The
powers conferred on Secured Party hereunder are solely to protect its interest
in the Pledged Collateral and shall not impose any duty upon it to exercise any
such powers.  Except for the exercise of reasonable care in the
custody of any Pledged Collateral in its possession and the accounting for
moneys actually received by it hereunder, Secured Party shall have no duty as to
any Pledged Collateral or as to the taking any necessary steps to preserve
rights against prior parties or any other rights pertaining to any Pledged
Collateral.  Secured Party shall be deemed to have exercised
reasonable care in the custody and preservation of Pledged Collateral in its
possession if such Pledged Collateral is accorded treatment substantially equal
to that which Secured Party accords its own property.

     

    SECTION
10. Remedies.

     

    (a) If any
Event of Default (as defined in the Credit Agreement) or, after payment in full
of all Obligations under the Credit Agreement and the other Loan Documents, the
cancellation or expiration of all Letters of Credit and the termination of the
Commitments, the occurrence of an Early Termination Date (as defined in a Master
Agreement in the form prepared by the International Swap and Derivatives
Association, Inc. or a similar event under any similar swap agreement) under any
Lender Swap Agreement (either such occurrence 


    
      
        
          
            XIII-9                                   Pledge
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    being an “Event of Default” for purposes
of this Agreement) shall have occurred and be continuing, Secured Party may,
subject to Section 14, exercise in respect of the Pledged Collateral, in
addition to all other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default under
the UCC (whether or not the UCC applies to the affected Pledged Collateral), and
Secured Party may also in its sole discretion, without notice except as
specified below, sell the Pledged Collateral or any part thereof in one or more
parcels at public or private sale, at any of Secured Party’s offices or
elsewhere, for cash, on credit or for future delivery, at such time or times and
at such price or prices and upon such other terms as Secured Party may deem
commercially reasonable.  Secured Party or any Lender or Swap
Counterparty may be the purchaser of any or all of the Pledged Collateral at any
such sale and Secured Party, as agent for and representative of Lenders and Swap
Counterparties (but not any Lender or Swap Counterparty in its individual
capacity unless Requisite Obligees (as defined in Section 14) shall otherwise
agree in writing), shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the
Pledged Collateral sold at any such public sale, to use and apply any of the
Secured Obligations as a credit on account of the purchase price for any Pledged
Collateral payable by Secured Party at such sale.  Each purchaser at
any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Pledgor, and each Pledgor hereby waives (to the extent
permitted by applicable law) all rights of redemption, stay and/or appraisal
which it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted.  Each Pledgor agrees that,
to the extent notice of sale shall be required by law, at least ten days’ notice
to such Pledgor of the time and place of any public sale or the time after which
any private sale is to be made shall constitute reasonable
notification.  Secured Party shall not be obligated to make any sale
of Pledged Collateral regardless of notice of sale having been
given.  Secured Party may adjourn any public or private sale from time
to time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned.  Each Pledgor hereby waives any claims against Secured
Party arising by reason of the fact that the price at which any Pledged
Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale, even if Secured Party accepts
the first offer received and does not offer such Pledged Collateral to more than
one offeree.  If the proceeds of any sale or other disposition of the
Pledged Collateral are insufficient to pay all the Secured Obligations, Pledgors
shall be jointly and severally liable for the deficiency and the fees of any
attorneys employed by Secured Party to collect such deficiency.  Each
Pledgor further agrees that a breach of any of the covenants contained in this
Section 10 will cause irreparable injury to Secured Party, that Secured Party
has no adequate remedy at law in respect of such breach and, as a consequence,
that each and every covenant contained in this Section shall be specifically
enforceable against such Pledgor, and each Pledgor hereby waives and agrees not
to assert any defenses against an action for specific performance of such
covenants except for a defense that no default has occurred giving rise to the
Secured Obligations becoming due and payable prior to their stated
maturities.  In addition, upon the occurrence and during the
continuance of an Event of Default, Secured Party shall have the right, without
notice to Pledgors, to transfer to or to register in the name of Secured Party
or any of its nominees any or all of the Pledged Collateral, subject to the
revocable rights specified in Section 6(a).

    
 

    
      
        
        

      

      
        
          XIII-10                                   Pledge
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    (b) Each
Pledgor recognizes that, by reason of certain prohibitions contained in the
Securities Act and applicable state securities laws, Secured Party may be
compelled, with respect to any sale of all or any part of the Pledged Collateral
conducted without prior registration or qualification of such Pledged Collateral
under the Securities Act and/or such state securities laws, to limit purchasers
to those who will agree, among other things, to acquire the Pledged Collateral
for their own account, for investment and not with a view to the distribution or
resale thereof.  Each Pledgor acknowledges that any such private
placement may be at prices and on terms less favorable than those obtainable
through a sale without such restrictions (including an offering made pursuant to
a registration statement under the Securities Act) and, notwithstanding such
circumstances, such Pledgor agrees that any such private placement shall not be
deemed, in and of itself, to be commercially unreasonable and that Secured Party
shall have no obligation to delay the sale of any Pledged Collateral for the
period of time necessary to permit the issuer thereof to register it for a form
of sale requiring registration under the Securities Act or under applicable
state securities laws, even if such issuer would, or should, agree to so
register it.

     

    (c) If
Secured Party determines to exercise its right to sell any or all of the Pledged
Collateral, upon written request, each Pledgor shall and shall cause each issuer
of any Pledged Equity to be sold hereunder from time to time to furnish to
Secured Party all such information as Secured Party may request in order to
determine the amount of Pledged Collateral that may be sold by Secured Party in
exempt transactions under the Securities Act and the rules and regulations of
the Securities and Exchange Commission thereunder, as the same are from time to
time in effect.

     

    (d) If an
Event of Default has occurred and is continuing, any amounts on deposit in the
Collateral Account (as defined in Section 15), except for funds deposited in the
Collateral Account as described in the next sentence, shall be held by Secured
Party and applied as Obligations become due or, if applicable, pursuant to
subsection 2.4D of the Credit Agreement.  If, in accordance with
Section 8 of the Credit Agreement, Company is required to pay to Secured
Party an amount (the “Aggregate
Available Amount”) equal to the maximum amount that may at any time be
drawn under all Letters of Credit then outstanding under the Credit Agreement,
Company shall deliver funds in such an amount for deposit in the Collateral
Account.  Following such deposit in the Collateral Account,
(i) upon any drawing under any outstanding Letter of Credit, Secured Party
shall apply any amount in the Collateral Account to reimburse the Issuing Lender
for the amount of such drawing, and (ii) in the event of cancellation or
expiration of any Letter of Credit, or in the event of any reduction in the
maximum available amount under any Letter of Credit, Secured Party shall apply
the amount then on deposit in the Collateral Account in excess of the Aggregate
Available Amount (calculated giving effect to such cancellation, expiration or
reduction) as provided in Section 11.

     

    SECTION
11. Application
of Proceeds.

     

    Except as
expressly provided elsewhere in this Agreement, all proceeds received by Secured
Party in respect of any sale of, collection from, or other realization upon all
or any part of the Pledged Collateral shall be applied as provided in subsection
2.4D of the Credit Agreement.

     


    
      
        
          
            XIII-11                                   Pledge
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    SECTION
12. Indemnity
and Expenses.

     

    (a) Pledgors
jointly and severally agree to indemnify Secured Party, each Lender and each
Swap Counterparty from and against any and all claims, losses and liabilities in
any way relating to, growing out of or resulting from this Agreement and the
transactions contemplated hereby (including enforcement of this Agreement),
except to the extent such claims, losses or liabilities result solely from
Secured Party’s or such Lender’s or Swap Counterparty’s gross negligence or
willful misconduct as finally determined by a court of competent
jurisdiction.

     

    (b) Pledgors
jointly and severally agree to pay to Secured Party upon demand the amount of
any and all costs and expenses in accordance with subsection 10.2 of the Credit
Agreement.

     

    (c) The
obligations of Pledgors in this Section 12 shall (i) survive the
termination of this Agreement and the discharge of Pledgors’ other obligations
under this Agreement, the Lender Swap Agreements, the Credit Agreement and the
other Loan Documents and (ii), as to any Pledgor that is a party to a Subsidiary
Guaranty, be subject to the provisions of Section 1(b) thereof.

     

    SECTION
13. Continuing
Security Interest; Transfer of Loans.

     

    (a) This
Agreement shall create a continuing security interest in the Pledged Collateral
and shall (i) remain in full force and effect until the payment in full of
the Secured Obligations (other than the Unasserted Obligations), the
cancellation or termination of the Commitments and the cancellation or
expiration of all outstanding Letters of Credit (or the securing of
reimbursement Obligations in respect thereof with cash collateral or letters of
credit in a manner satisfactory to Secured Party), (ii) be binding upon
Pledgors and their respective successors and assigns, and (iii) inure,
together with the rights and remedies of Secured Party hereunder, to the benefit
of Secured Party and its successors, transferees and assigns.  Without
limiting the generality of the foregoing clause (iii), (A) but subject to the
provisions of subsection 10.1 of the Credit Agreement, any Lender may assign or
otherwise transfer any Loans held by it to any other Person, and such other
Person shall thereupon become vested with all the benefits in respect thereof
granted to Lenders herein or otherwise and (B) any Swap Counterparty may assign
or otherwise transfer any Lender Swap Agreement to which it is a party to any
other Person in accordance with the terms of such Lender Swap Agreement, and
such other Person shall thereupon become vested with all the benefits in respect
thereof granted to Swap Counterparties herein or otherwise.

     

    (b) Upon the
payment in full of all Secured Obligations (other than Unasserted Obligations),
the cancellation or termination of the Commitments and the cancellation or
expiration of all outstanding Letters of Credit (or the securing of
reimbursement Obligations in respect thereof with cash collateral or letters of
credit in a manner satisfactory to Secured Party), the security interest granted
hereby shall terminate and all rights to the Pledged Collateral shall revert to
the applicable Pledgors.  Upon any such termination Secured Party
will, at Pledgors’ expense, execute and deliver to Pledgors such documents as
Pledgors shall reasonably request to evidence such termination.  In
addition, 

     

    
      
        
        

      

      
        
          XIII-12                                   Pledge
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        List of Exhibits

      

    

     

    upon the proposed sale or other disposition of any Pledged
Collateral by a Pledgor to any Person (other than an Affiliate of Company) in
accordance with the Credit Agreement for which such Pledgor desires to obtain a
security interest release from Secured Party, such a release may be obtained
pursuant to the provisions of subsection 10.14 of the Credit Agreement.

     

    SECTION
14. Secured Party as
Agent.

     

    (a) Secured
Party has been appointed to act as Secured Party hereunder by Lenders and, by
their acceptance of the benefits hereof, Swap Counterparties.  Secured
Party shall be obligated, and shall have the right hereunder, to make demands,
to give notices, to exercise or refrain from exercising any rights, and to take
or refrain from taking any action (including the release or substitution of
Pledged Collateral), solely in accordance with this Agreement and the Credit
Agreement; provided that Secured Party shall exercise, or refrain from
exercising, any remedies provided for in Section 10 in accordance with the
instructions of (i) Requisite Lenders, or (ii), after payment in full
of all Obligations under the Credit Agreement and the other Loan Documents, the
cancellation or expiration of all Letters of Credit and the termination of the
Commitments, the holders of a majority of (A) the aggregate notional amount
under all Lender Swap Agreements (including Lender Swap Agreements that have
been terminated) or (B) if all Lender Swap Agreements have been terminated in
accordance with their terms, the aggregate amount then due and payable
(exclusive of expenses and similar payments but including any early termination
payments then due) under such Lender Swap Agreements) (Requisite Lenders or, if
applicable, such holders being referred to herein as “Requisite
Obligees”).  In furtherance of the foregoing provisions of this
Section 14(a), each Swap Counterparty, by its acceptance of the benefits
hereof, agrees that it shall have no right individually to realize upon any of
the Pledged Collateral hereunder, it being understood and agreed by such Swap
Counterparty that all rights and remedies hereunder may be exercised solely by
Secured Party for the benefit of Lenders and Swap Counterparties in accordance
with the terms of this Section 14(a).

     

    (b) Secured
Party shall at all times be the same Person that is Administrative Agent under
the Credit Agreement.  Written notice of resignation by Administrative
Agent pursuant to subsection 9.5 of the Credit Agreement shall also constitute
notice of resignation as Secured Party under this Agreement; and appointment of
a successor Administrative Agent pursuant to subsection 9.5 of the Credit
Agreement shall also constitute appointment of a successor Secured Party under
this Agreement.  Upon the acceptance of any appointment as
Administrative Agent under subsection 9.5 of the Credit Agreement by a successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Secured Party under this Agreement, and the retiring Secured
Party under this Agreement shall promptly (i) transfer to such successor
Secured Party all sums, securities and other items of Collateral held hereunder,
together with all records and other documents necessary or appropriate in
connection with the performance of the duties of the successor Secured Party
under this Agreement, and (ii) execute (if necessary) and deliver to such
successor Secured Party such amendments to financing statements, and take such
other actions, as may be necessary or appropriate in connection with the
assignment to such successor Secured Party of the security interests created
hereunder, whereupon such retiring Secured Party shall be 

     

    
      
        
        

      

      
        
          XIII-13                                   Pledge
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    discharged from its duties and obligations under this
Agreement.  After any retiring Administrative Agent’s resignation
hereunder as Secured Party, the provisions of this Agreement shall inure to its
benefit as to any actions taken or omitted to be taken by it under this
Agreement while it was Secured Party hereunder.

     

    (c) Secured
Party shall not be deemed to have any duty whatsoever with respect to any Swap
Counterparty until it shall have received written notice in form and substance
satisfactory to Secured Party from a Pledgor or the Swap Counterparty as to the
existence and terms of the applicable Lender Swap Agreement.

     

    SECTION
15. Collateral
Account.

     

    (a) Secured
Party is hereby authorized to establish and maintain as a blocked account under
the sole dominion and control of Secured Party, a restricted Deposit Account
designated as “URS Corporation Collateral Account” (the “Collateral Account”) for
purposes of depositing any Aggregate Available Amount required to be deposited
pursuant to Section 10(d) and any Net Insurance/Condemnation Proceeds pursuant
to subsection 6.4C(ii)(b) of the Credit Agreement.  All amounts at any
time held in the Collateral Account shall be beneficially owned by Pledgors but
shall be held in the name of Secured Party hereunder, for the benefit of
Administrative Agent, Lenders and Swap Counterparties, as collateral security
for the Secured Obligations upon the terms and conditions set forth
herein.  Pledgors shall have no right to withdraw, transfer or, except
as expressly set forth herein or in the Credit Agreement, otherwise receive any
funds deposited into the Collateral Account.  Anything contained
herein to the contrary notwithstanding, the Collateral Account shall be subject
to such applicable laws, and such applicable regulations of the Board of
Governors of the Federal Reserve System and of any other appropriate banking or
Government Authority, as may now or hereafter be in effect.  All
deposits of funds in the Collateral Account shall be made by wire transfer (or,
if applicable, by intra-bank transfer from another account of a Pledgor) of
immediately available funds, in each case addressed in accordance with
instructions of Secured Party.  Each Pledgor shall, promptly after
initiating a transfer of funds to the Collateral Account, give notice to Secured
Party by telefacsimile of the date, amount and method of delivery of such
deposit.  Cash held by Secured Party in the Collateral Account shall
not be invested by Secured Party but instead shall be maintained as a cash
deposit in the Collateral Account pending application thereof as elsewhere
provided in this Agreement or in the Credit Agreement.  To the extent
permitted under Regulation Q of the Board of Governors of the Federal Reserve
System, any cash held in the Collateral Account shall bear interest at the
standard rate paid by Secured Party to its customers for deposits of like
amounts and terms.  Subject to Secured Party’s rights hereunder, any
interest earned on deposits of cash in the Collateral Account shall be deposited
directly in, and held in, the Collateral Account.

     

    (b) In the
event that Company is required to cash collateralize any Letter of Credit or
Letters of Credit pursuant to the Credit Agreement, other than pursuant to
Section 8 of the Credit Agreement, in which case the provisions of Section 10(d)
shall apply, subject to the provisions of the Credit Agreement, such cash
collateral shall be retained by Secured Party until such time as such Letter of
Credit or Letters of Credit shall have expired or been surrendered and any
drawings under such Letter of Credit or Letters of Credit paid in full,


     

    
      
        
        

      

      
        
          XIII-14                                   Pledge
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    whether
by reason of application of funds in the Collateral Account or
otherwise.  Secured Party is authorized to apply any amount in the
Collateral Account to pay any drawing on a Letter of Credit.  Subject
to the provisions of the Credit Agreement and Section 10(d), if any such cash
collateral is no longer required to be retained in the Collateral Account, it
shall be paid by Secured Party to Company or at Company’s
direction.

     

    SECTION
16. Additional
Pledgors.

     

    The
initial Pledgors hereunder shall be Company and such of the Subsidiary
Guarantors as are signatories hereto on the date hereof.  From time to
time subsequent to the date hereof, additional Subsidiary Guarantors may become
Additional Pledgors by executing a counterpart to this Agreement substantially
in the form of Schedule V annexed
hereto (a “Counterpart”).  Upon
delivery of any such Counterpart to Secured Party, notice of which is hereby
waived by Pledgors, each such Additional Pledgor shall be a Pledgor and shall be
as fully a party hereto as if such Additional Pledgor were an original signatory
hereto.  Each Pledgor expressly agrees that its obligations arising
hereunder shall not be affected or diminished by the addition or release of any
other Pledgor hereunder, nor by any election of Secured Party not to cause any
Subsidiary of Company to become an Additional Pledgor hereunder.  This
Agreement shall be fully effective as to any Pledgor that is or becomes a party
hereto regardless of whether any other Person becomes or fails to become or
ceases to be a Pledgor hereunder.

     

    SECTION
17. Amendments;
Etc.

     

    No
amendment, modification, termination or waiver of any provision of this
Agreement, and no consent to any departure by any Pledgor therefrom, shall in
any event be effective unless the same shall be in writing and signed by Secured
Party and, in the case of any such amendment or modification, by Pledgors; provided this
Agreement may be modified by the execution of a Counterpart by an Additional
Pledgor in accordance with Section 16 and Pledgors hereby waive any requirement
of notice of or consent to any such amendment.  Any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given.

     

    SECTION
18. Notices.

     

    Any
notice or other communication herein required or permitted to be given shall be
in writing and may be personally served or sent by telefacsimile or United
States mail or courier service and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of telefacsimile, or
three Business Days after depositing it in the United States mail with postage
prepaid and properly addressed; provided that notices to Secured Party shall not
be effective until received.  For the purposes hereof, the address of
each party hereto shall be as provided in subsection 10.8 of the Credit
Agreement or, in the case of Secured Party, as set forth under Secured Party’s
name on the signature page hereof, and, in the case of each Pledgor, as set
forth on Schedule
A annexed hereto, or such other address as shall be designated by such
party in a written notice delivered to the other parties hereto.

     


    
      
        
          XIII-15                                   Pledge
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    SECTION
19. Failure
or Indulgence Not Waiver; Remedies Cumulative.

     

    No
failure or delay on the part of Secured Party in the exercise of any power,
right or privilege hereunder shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude any
other or further exercise thereof or of any other power, right or
privilege.  All rights and remedies existing under this Agreement are
cumulative to, and not exclusive of, any rights or remedies otherwise
available.

     

    SECTION
20. Severability.

     

    In case
any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired
thereby.

     

    SECTION
21. Headings.

     

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

     

    SECTION
22. Governing
Law; Terms.

     

    THIS
AGREEMENT 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, EXCEPT TO THE EXTENT THAT THE UCC PROVIDES THAT
THE PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN
RESPECT OF ANY PARTICULAR PLEDGED COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK, IN WHICH CASE THE LAWS OF SUCH
JURISDICTION SHALL GOVERN WITH RESPECT TO THE PERFECTION OF THE SECURITY
INTEREST IN, OR THE REMEDIES WITH RESPECT TO, SUCH PARTICULAR COLLATERAL. Unless
otherwise defined herein or in the Credit Agreement, terms used in
Articles 8 and 9 of the UCC are used herein as therein
defined.  The rules of construction set forth in subsection 1.3 of the
Credit Agreement shall be applicable to this Agreement mutatis
mutandis.

     

    SECTION
23. Consent
to Jurisdiction and Service of Process.

     

    ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PLEDGOR ARISING OUT OF OR RELATING TO
THIS AGREEMENT, OR ANY OBLIGATIONS HEREUNDER, MAY BE BROUGHT IN ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW
YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PLEDGOR, FOR


     

    
      
        
        

      

      
        
          XIII-16                                   Pledge
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        List of Exhibits

      

    

     

    ITSELF
AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (I) ACCEPTS GENERALLY
AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;
(II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;
(III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH
COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO
SUCH PLEDGOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 18;
(IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO
CONFER PERSONAL JURISDICTION OVER SUCH PLEDGOR IN ANY SUCH PROCEEDING IN ANY
SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT; (V) AGREES THAT SECURED PARTY RETAINS THE RIGHT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST SUCH
PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION; AND (VI) AGREES THAT THE
PROVISIONS OF THIS SECTION 23 RELATING TO JURISDICTION AND VENUE SHALL BE
BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

     

    SECTION
24. Waiver of
Jury Trial.

     

    PLEDGORS
AND SECURED PARTY HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS.  EACH PLEDGOR AND SECURED PARTY ACKNOWLEDGE THAT THIS WAIVER
IS A MATERIAL INDUCEMENT FOR SUCH PLEDGOR AND SECURED PARTY TO ENTER INTO A
BUSINESS RELATIONSHIP, THAT EACH PLEDGOR AND SECURED PARTY HAVE ALREADY RELIED
ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO
RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PLEDGOR AND SECURED
PARTY FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS
LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS
SECTION 24 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT.  In the event of litigation, this Agreement may be
filed as a written consent to a trial by the court.

     


    
      
        
          XIII-17                                   Pledge
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    SECTION
25. Counterparts.

     

    This
Agreement may be executed in one or more 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.

     

    SECTION
26. Schedules and Certificates
by Non-Material Subsidiary Guarantors.

     

    Notwithstanding
anything to the contrary in this Agreement, no Non-Material Subsidiary Guarantor
shall be required to deliver (a) any Schedule to be annexed hereto on the date
hereof or (b) any certificates representing certificated Securities of the
Subsidiaries of such Non-Material Subsidiary Guarantor (other than Material
Domestic Subsidiaries and Material Foreign Subsidiaries) or accompanying
instruments of assignment as required by Section 3(b)(ii), and each Non-Material
Subsidiary Guarantor shall deliver each such Schedule, certificate and
accompanying instrument of assignment in accordance with subsection 6.10D of the
Credit Agreement.

     

    [signatures
follow]

     

    


     


    
      
        
          XIII-18                                   Pledge
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    IN WITNESS WHEREOF, Pledgors
and Secured Party have caused this Agreement to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first
written above.

     

    
      
        	
              	URS
CORPORATION	 
	 	 	 	 
	
                 

              	 	
                 

              	
                By:
      

              	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 


      

      
        	
              	Each of the entities listed on
      Schedule A annexed
      hereto	 
	 	 	 	 
	
                 

              	 	
                 

              	
                By:
      

              	 	 
	 	 	on
      behalf of each of the entities	 
	 	 	listed
      on Schedule A annexed hereto	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 


      

    

    
      	
            	WELLS FARGO BANK, NATIONAL
      ASSOCIATION,	 
	 	as
      Joint Lead Arranger and Administrative Agent, as Secured Party	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 


    

    


    



    
      
        
          XIII-Signature
Page-1                                Pledge
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    SCHEDULE
I

    


    Attached
to and forming a part of the Pledge Agreement dated as of November 15, 2007
among URS Corporation, the other Pledgors named therein, and Wells Fargo Bank,
National Association, as Administrative Agent and as Secured Party.

     

    PART
A

    Pledged
Equity

    


    
      	
              Issuer

            	
              Class

              of
      Equity Interest

            	
              Certificate
      Nos.

            	
              Amount
      of

              Equity
      Interests

            	
              Percentage

              Pledged

            
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      


    

    


    PART
B

    Pledged
Debt

    


    


    


     

    



    
      
        
          XIII-SCHEDULE
I-1                                 Pledge
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    SCHEDULE
II

     

    PLEDGE
AGREEMENT

     

    Filing
Offices

     

    Pledgor                                                                                               Filing
Offices

     

    


     


    
      
        
          XIII-SCHEDULE
II-1                                   Pledge
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    SCHEDULE
III

     

    Office Locations, Type and
Jurisdiction of Organization

     

    
      	
              Name of Pledgor

            	 	
              Type of Organization

            	 	
              Office Locations1

            	 	
              Jurisdiction of
Organization

            	 	
              Organization Number

            
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      


    

    


     

    


     

    Names of Pledgors Used in
Past Five Years

     

    

      

    

    
      
        	
                1

              	
                List
      locations of chief executive office, principal place of business and
      office where Pledgor keeps records regarding Pledged
      Collateral.

              


      

       

    


    
      
        
          XIII-SCHEDULE
III-1                                   Pledge
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    SCHEDULE
IV

     

    PLEDGE
SUPPLEMENT

     

    This
PLEDGE SUPPLEMENT (this “Pledge
Supplement”), dated as of ___________ ___, 20__, is delivered pursuant to
Section 5(b) of the Pledge Agreement referred to below.  The
undersigned hereby agrees that this Pledge Supplement may be attached to the
Pledge Agreement dated as of November 15, 2007, among URS Corporation, the other
Pledgors named therein, and Wells Fargo Bank, National Association, as
Administrative Agent, as Secured Party (the “Pledge Agreement,” capitalized
terms defined therein being used herein as therein defined), and that the
[Pledged Equity][Pledged Debt] listed on this Pledge Supplement shall be deemed
to be part of the [Pledged Equity][Pledged Debt] and shall become part of the
Pledged Collateral and shall secure all Secured Obligations.

     

    IN
WITNESS WHEREOF, the undersigned has caused this Pledge Supplement to be duly
executed and delivered by its duly authorized officer as of the date first
written above.

     

    
      	
            	[NAME OF
      PLEDGOR]	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


    

     

     

    


    


    


    
      	
               

               

              Issuer

            	 	
              Class
      of

              Equity
      Interests

            	 	
               

              Certificate

              Nos.

            	 	
              Amount
      of Equity Interests

            	 	
              Percentage
      Ownership Interest

            	 	
               

              Percentage
      Pledged

            


    

    


    


    


    


    


    


    


    


    


    



    
      
        
          XIII-SCHEDULE
IV-1                                   Pledge
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    SCHEDULE
V

     

    [FORM
OF COUNTERPART]

     

    This
COUNTERPART (this “Counterpart”), dated as of
_________ __, 20__, is delivered pursuant to Section 16 of the Pledge Agreement
referred to below.  The undersigned hereby agrees that this
Counterpart may be attached to the Pledge Agreement, dated as of November 15,
2007 (as it may be from time to time amended, restated, modified or
supplemented, the “Pledge
Agreement”; capitalized terms used herein not otherwise defined herein
shall have the meanings ascribed therein), among URS Corporation, the other
Pledgors named therein, and Wells Fargo Bank, National Association, as
Administrative Agent, as Secured Party.  The undersigned, by executing
and delivering this Counterpart, hereby becomes a Pledgor under the Pledge
Agreement in accordance with Section 16 thereof and agrees to be bound by all of
the terms thereof.  Without limiting the generality of the foregoing,
the undersigned hereby:

     

    (i) authorizes
the Secured Party to add the information set forth on the Schedules to this
Counterpart to the correlative Schedules attached to the Pledge Agreement;1

     

    (ii) agrees
that the items of property described in the schedule annexed hereto shall be
deemed to be part of the [Pledged Equity][Pledged Debt] and shall become part of
the Pledged Collateral and shall secure all Secured Obligations;
and

     

    (iii) makes the
representations and warranties set forth in the Pledge Agreement, as amended
hereby, to the extent relating to the undersigned.

     

    
      	
            	[NAME OF ADDITIONAL
      PLEDGOR]	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 


    

     

    
 

    


    


    


    

      

    

    
      	
              1

            	
              
                Attach
      Schedules to set forth applicable information per Schedules attached to
      the Pledge Agreement.

              

            

  
      
      

    


    
      
        
          XIII-SCHEDULE
V-1                                   Pledge
Agreement

        

      

      
        
          

        

      

      
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    SCHEDULE
A

    


    LIST OF PLEDGORS
AND THEIR ADDRESSES

    



    
      
        
          XIII-SCHEDULE
A-1                                   Pledge
Agreement

        

      

      
        
          

        

      

      
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    EXHIBIT XIV

     

    [FORM
OF] SUBSIDIARY GUARANTY

     

    This
SUBSIDIARY GUARANTY
(this “Guaranty”) is
entered into as of November 15, 2007 by the undersigned (each a “Guarantor”, and together with
any future Subsidiaries executing this Guaranty, being collectively referred to
herein as the “Guarantors”) in favor of and
for the benefit of  WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent
for and representative of (in such capacity herein called “Guarantied Party”) the
financial institutions (“Lenders”) party to the Credit
Agreement referred to below and any Swap Counterparties (as herein defined), and
in favor of and for the benefit of the other Beneficiaries (as herein
defined).

     

    RECITALS.

     

    A.           URS
Corporation, a Delaware corporation (“Company”), has entered into
that certain Credit Agreement dated as of November 15, 2007 with Lenders and
Guarantied Party, as a Joint-Lead Arranger and Administrative Agent for Lenders,
Morgan Stanley Senior Funding, Inc., as a Joint-Lead Arranger and Syndication
Agent for Lenders and Bank of America, N.A., BNP Paribas and The Royal Bank of
Scotland plc, as Co-Documentation Agents for Lenders (said Credit Agreement, as
it may hereafter be amended, restated, supplemented or otherwise modified from
time to time, being the “Credit
Agreement”; capitalized terms defined therein and not otherwise defined
herein being used herein as therein defined).

     

    B.           Company
or a Subsidiary of Company may from time to time enter, or may from time to time
have entered, into one or more Interest Rate Agreements, Currency Agreements or
other swap agreements (collectively, the “Lender Swap Agreements”) with
one or more Persons that are Lenders or Affiliates of Lenders at the time such
Lender Swap Agreements are entered into (in such capacity, collectively, “Swap Counterparties”) in
accordance with the terms of the Credit Agreement, and it is desired that the
obligations of Company or such Subsidiary of Company under the Lender Swap
Agreements, including the obligation of Company or such Subsidiary of Company to
make payments thereunder in the event of early termination thereof, together
with all obligations of Company under the Credit Agreement and the other Loan
Documents, be guarantied hereunder.

     

    C.           Guarantied
Party, Lenders and each Swap Counterparty for which Guarantied Party has
received the notice required by Section 18 are sometimes referred to herein as
“Beneficiaries”.

     

    D.           A
portion of the proceeds of the Loans may be advanced to Guarantors, and thus the
Guarantied Obligations (as herein defined) are being incurred for and will inure
to the benefit of Guarantors (which benefits are hereby
acknowledged).

     

    E.           It
is a condition precedent to the making of the initial Loans under the Credit
Agreement that Company’s obligations thereunder be guarantied by
Guarantors.

     

    F.           Guarantors
are willing irrevocably and unconditionally to guaranty such obligations of
Company.

     


    
      
        
          XIV-1                                     Subsidiary
Guaranty

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    NOW, THEREFORE, based upon the
foregoing and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in order to induce Lenders and Guarantied
Party to enter into the Credit Agreement and to make Loans and other extensions
of credit thereunder and to induce Swap Counterparties to enter into the Lender
Swap Agreements, Guarantors hereby agree as follows:

     

    1.           Guaranty.                      (a) Guarantors
jointly and severally irrevocably and unconditionally guaranty, as primary
obligors and not merely as sureties, the due and punctual payment in full of all
Guarantied Obligations (as herein defined) when the same shall become due,
whether at stated maturity, by acceleration, demand or otherwise (including
amounts that would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code).  The term “Guarantied Obligations” is
used herein in its most comprehensive sense and includes any and all Obligations
of Company and all obligations of Company or the applicable Subsidiary of
Company under Lender Swap Agreements, now or hereafter made, incurred or
created, whether absolute or contingent, liquidated or unliquidated, whether due
or not due, and however arising under or in connection with the Credit
Agreement, the Lender Swap Agreements, this Guaranty and the other Loan
Documents, including those arising under successive borrowing transactions under
the Credit Agreement which shall either continue such obligations of Company or
such Subsidiary of Company or from time to time renew them after they have been
satisfied.

     

    Each
Guarantor acknowledges that a portion of the Loans may be advanced to it, that
Letters of Credit may be issued for the benefit of its business and that the
Guarantied Obligations are being incurred for and will inure to its
benefit.

     

    Any
interest on any portion of the Guarantied Obligations that accrues after the
commencement of any proceeding, voluntary or involuntary, involving the
bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement
of Company (or, if interest on any portion of the Guarantied Obligations ceases
to accrue by operation of law by reason of the commencement of said proceeding,
such interest as would have accrued on such portion of the Guarantied
Obligations if said proceeding had not been commenced) shall be included in the
Guarantied Obligations because it is the intention of each Guarantor and
Guarantied Party that the Guarantied Obligations should be determined without
regard to any rule of law or order that may relieve Company of any portion of
such Guarantied Obligations.

     

    In the
event that all or any portion of the Guarantied Obligations is paid by Company,
the obligations of each Guarantor hereunder shall continue and remain in full
force and effect or be reinstated, as the case may be, in the event that all or
any part of such payment(s) is rescinded or recovered directly or indirectly
from Guarantied Party or any other Beneficiary as a preference, fraudulent
transfer or otherwise, and any such payments that are so rescinded or recovered
shall constitute Guarantied Obligations.

     

    Subject
to the other provisions of this Section 1, upon the failure of Company to pay
any of the Guarantied Obligations when and as the same shall become due, each
Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied
Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate
of the unpaid Guarantied Obligations.

     


    
      
        
          XIV-2                                     Subsidiary
Guaranty

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    (b)           Anything
contained in this Guaranty to the contrary notwithstanding, the obligations of
each Guarantor under this Guaranty and the other Loan Documents shall be limited
to a maximum aggregate amount equal to the largest amount that would not render
its obligations hereunder subject to avoidance as a fraudulent transfer or
conveyance under Section 548 of Title 11 of the United States Code or any
applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in
each case after giving effect to all other liabilities of such Guarantor,
contingent or otherwise, that are relevant under the Fraudulent Transfer Laws
(specifically excluding, however, any liabilities of such Guarantor (x) in
respect of intercompany indebtedness to Company or other affiliates of Company
to the extent that such indebtedness would be discharged in an amount equal to
the amount paid by such Guarantor hereunder and (y) under any guaranty of
Subordinated Indebtedness which guaranty contains a limitation as to maximum
amount similar to that set forth in this Section 1(b), pursuant to which the
liability of such Guarantor hereunder is included in the liabilities taken into
account in determining such maximum amount) and after giving effect as assets to
the value (as determined under the applicable provisions of the Fraudulent
Transfer Laws) of any rights to subrogation, reimbursement, indemnification or
contribution of such Guarantor pursuant to applicable law or pursuant to the
terms of any agreement.

     

    (c)           Each
Guarantor under this Guaranty, and each guarantor under other guaranties, if
any, relating to the Credit Agreement (the “Related Guaranties”) that
contain a contribution provision similar to that set forth in this Section 1(c),
together desire to allocate among themselves (collectively, the “Contributing Guarantors”), in
a fair and equitable manner, their obligations arising under this Guaranty and
the Related Guaranties.  Accordingly, in the event any payment or
distribution is made on any date by a Guarantor under this Guaranty or a
guarantor under a Related Guaranty, each such Guarantor or such other guarantor
shall be entitled to a contribution from each of the other Contributing
Guarantors in the maximum amount permitted by law so as to maximize the
aggregate amount of the Guarantied Obligations paid to
Beneficiaries.

     

    2.           Guaranty Absolute; Continuing
Guaranty.  The obligations of each Guarantor hereunder are
irrevocable, absolute, independent and unconditional and shall not be affected
by any circumstance which constitutes a legal or equitable discharge of a
guarantor or surety other than payment in full of the Guarantied
Obligations.  In furtherance of the foregoing and without limiting the
generality thereof, each Guarantor agrees that:  (a) this
Guaranty is a guaranty of payment when due and not of collectibility;
(b) Guarantied Party may enforce this Guaranty upon the occurrence and
during the continuance of an Event of Default under the Credit Agreement or the
occurrence of an early termination date or similar event under any Lender Swap
Agreements notwithstanding the existence of any dispute between Company, the
applicable Subsidiary of Company and any Beneficiary with respect to the
existence of such event; (c) the obligations of each Guarantor hereunder
are independent of the obligations of Company or such Subsidiary of Company
under the Loan Documents or the Lender Swap Agreements and the obligations of
any other guarantor of obligations of Company or such Subsidiary of Company and
a separate action or actions may be brought and prosecuted against each
Guarantor whether or not any action is brought against Company, such Subsidiary
of Company or any of such other guarantors and whether or not Company or such
Subsidiary of Company is joined in any such action or actions; and (d) a
payment of a portion, but not all, of the Guarantied Obligations by one or more
Guarantors shall in no way limit, affect, modify or 

     

    
      
        
        

      

      
        
          XIV-3                                     Subsidiary
Guaranty

        

        
          

        

      

      
        List of Exhibits

      

    

     

    abridge
the liability of such or any other Guarantor for any portion of the Guarantied
Obligations that has not been paid.  This Guaranty is a continuing
guaranty and shall be binding upon each Guarantor and its successors and
assigns, and each Guarantor irrevocably waives any right (including any such
right arising under California Civil Code Section 2815) to revoke this Guaranty
as to future transactions giving rise to any Guarantied
Obligations.

     

    3.           Actions by
Beneficiaries.  Any Beneficiary may from time to time, without
notice or demand and without affecting the validity or enforceability of this
Guaranty or giving rise to any limitation, impairment or discharge of any
Guarantor’s liability hereunder, (a) renew, extend, accelerate or otherwise
change the time, place, manner or terms of payment of the Guarantied
Obligations, (b) settle, compromise, release or discharge, or accept or
refuse any offer of performance with respect to, or substitutions for, the
Guarantied Obligations or any agreement relating thereto and/or subordinate the
payment of the same to the payment of any other obligations, (c) request
and accept other guaranties of the Guarantied Obligations and take and hold
security for the payment of this Guaranty or the Guarantied Obligations,
(d) release, exchange, compromise, subordinate or modify, with or without
consideration, any security for payment of the Guarantied Obligations, any other
guaranties of the Guarantied Obligations, or any other obligation of any Person
with respect to the Guarantied Obligations, (e) enforce and apply any
security now or hereafter held by or for the benefit of any Beneficiary in
respect of this Guaranty or the Guarantied Obligations and direct the order or
manner of sale thereof, or exercise any other right or remedy that Guarantied
Party or the other Beneficiaries, or any of them, may have against any such
security, as Guarantied Party in its discretion may determine consistent with
the Credit Agreement, the Lender Swap Agreements and any applicable security
agreement, including foreclosure on any such security pursuant to one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is
commercially reasonable, and (f) exercise any other rights available to
Guarantied Party or the other Beneficiaries, or any of them, under the Loan
Documents or the Lender Swap Agreements.

     

    4.           No Discharge.  This
Guaranty and the obligations of Guarantors hereunder shall be valid and
enforceable and shall not be subject to any limitation, impairment or discharge
for any reason (other than payment in full of the Guarantied Obligations),
including the occurrence of any of the following, whether or not any Guarantor
shall have had notice or knowledge of any of them:  (a) any
failure to assert or enforce or agreement not to assert or enforce, or the stay
or enjoining, by order of court, by operation of law or otherwise, of the
exercise or enforcement of, any claim or demand or any right, power or remedy
with respect to the Guarantied Obligations or any agreement relating thereto, or
with respect to any other guaranty of or security for the payment of the
Guarantied Obligations, (b) any waiver or modification of, or any consent
to departure from, any of the terms or provisions of the Credit Agreement, any
of the other Loan Documents, the Lender Swap Agreements or any agreement or
instrument executed pursuant thereto, or of any other guaranty or security for
the Guarantied Obligations, (c) the Guarantied Obligations, or any
agreement relating thereto, at any time being found to be illegal, invalid or
unenforceable in any respect, (d) the application of payments received from
any source to the payment of indebtedness other than the Guarantied Obligations,
even though Guarantied Party or the other Beneficiaries, or any of them, might
have elected to apply such payment to any part or all of the Guarantied
Obligations, (e) any failure to perfect or continue perfection of a
security interest in any collateral which secures any of the Guarantied
Obligations, (f) any defenses, set-offs or counterclaims which Company may
assert against 

     

    
      
        
        

      

      
        
          XIV-4                                     Subsidiary
Guaranty

        

        
          

        

      

      
        List of Exhibits

      

    

     

    Guarantied
Party or any Beneficiary in respect of the Guarantied Obligations, including but
not limited to failure of consideration, breach of warranty, payment, statute of
frauds, statute of limitations, accord and satisfaction and usury, and
(g) any other act or thing or omission, or delay to do any other act or
thing, which may or might in any manner or to any extent vary the risk of a
Guarantor as an obligor in respect of the Guarantied Obligations.

     

    5.           Waivers.  Each
Guarantor waives, for the benefit of Beneficiaries:  (a) any
right to require Guarantied Party or the other Beneficiaries, as a condition of
payment or performance by such Guarantor, to (i) proceed against Company,
any other guarantor of the Guarantied Obligations or any other Person,
(ii) proceed against or exhaust any security held from Company, any other
guarantor of the Guarantied Obligations or any other Person, (iii) proceed
against or have resort to any balance of any deposit account or credit on the
books of any Beneficiary in favor of Company or any other Person, or
(iv) pursue any other remedy in the power of any Beneficiary; (b) any
defense arising by reason of the incapacity, lack of authority or any disability
or other defense of Company including any defense based on or arising out of the
lack of validity or the unenforceability of the Guarantied Obligations or any
agreement or instrument relating thereto or by reason of the cessation of the
liability of Company from any cause other than payment in full of the Guarantied
Obligations; (c) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal; (d) any defense
based upon Guarantied Party’s or any other Beneficiary’s errors or omissions in
the administration of the Guarantied Obligations, except behavior that amounts
to bad faith or gross negligence; (e) (i) any principles or provisions
of law, statutory or otherwise, that are or might be in conflict with the terms
of this Guaranty and any legal or equitable discharge of such Guarantor’s
obligations hereunder, (ii) the benefit of any statute of limitations
affecting such Guarantor’s liability hereunder or the enforcement hereof,
(iii) any rights to set-offs, recoupments and counterclaims, and
(iv) promptness, diligence and any requirement that any Beneficiary
protect, secure, perfect or insure any Lien or any property subject thereto;
(f) notices, demands, presentments, protests, notices of protest, notices
of dishonor and notices of any action or inaction, including acceptance of this
Guaranty, notices of default under the Credit Agreement, notices of default or
early termination under any Lender Swap Agreement or any agreement or instrument
related thereto, notices of any renewal, extension or modification of the
Guarantied Obligations or any agreement related thereto, notices of any
extension of credit to Company and notices of any of the matters referred to in
Sections 3 and 4 and any right to consent to any thereof; and (g) to the
fullest extent permitted by law, any defenses or benefits that may be derived
from or afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms of this Guaranty.

     

    As used
in this paragraph, any reference to “the principal” includes Company, and any
reference to “the creditor” includes Guarantied Party and each other
Beneficiary.  In accordance with Section 2856 of the California Civil
Code (a) each Guarantor waives any and all rights and defenses available to it
by reason of Sections 2787 to 2855, inclusive, of the California Civil Code,
including without limitation any and all rights or defenses such Guarantor or
any other guarantor of the Guarantied Obligations may have because the
Guarantied Obligations are secured by real property.  This means,
among other things:  (1) the creditor may collect from such
Guarantor without first foreclosing on any real or personal property collateral
pledged by the principal; and (2) if the creditor forecloses on any real
property collateral pledged by the 

     

    
      
        
        

      

      
        
          XIV-5                                     Subsidiary
Guaranty

        

        
          

        

      

      
        List of Exhibits

      

    

     

    principal:
(A) the amount of the Guarantied Obligations may be reduced only by the
price for which the collateral is sold at the foreclosure sale, even if the
collateral is worth more than the sale price and (B) the creditor may
collect from such Guarantor even if the creditor, by foreclosing on the real
property collateral, has destroyed any right such Guarantor may have to collect
from the principal.  This is an unconditional and irrevocable waiver
of any right and defenses such Guarantor may have because the Guarantied
Obligations are secured by real property.  These rights and defenses
include, but are not limited to, any rights and defenses based upon Section
580a, 580b, 580d, or 726 of the California Code of Civil
Procedure.  Each Guarantor also waives all rights and defenses arising
out of an election of remedies by the creditor, even though that election of
remedies, such as a nonjudicial foreclosure with respect to security for a
Guarantied Obligation, has destroyed such Guarantor’s rights of subrogation and
reimbursement against the principal by the operation of Section 580d of the Code
of Civil Procedure or otherwise; and even though that election of remedies by
the creditor, such as nonjudicial foreclosure with respect to security for an
obligation of any other guarantor of any of the Guarantied Obligations, has
destroyed such Guarantor’s rights of contribution against such other
guarantor.  No other provision of this Guaranty shall be construed as
limiting the generality of any of the covenants and waivers set forth in this
paragraph.  As provided below, this Guaranty shall be governed by, and
shall be construed and enforced in accordance with, the internal laws of the
State of New York, without regard to conflicts of laws
principles.  This paragraph is included solely out of an abundance of
caution, and shall not be construed to mean that any of the above-referenced
provisions of California law are in any way applicable to this Guaranty or to
any of the Guarantied Obligations.

     

    6.           Guarantors’ Rights of Subrogation,
Contribution, Etc.; Subordination of Other Obligations.  Until
the Guarantied Obligations (other than Unasserted Obligations) shall have been
paid in full and the Commitments shall have terminated and all Letters of Credit
shall have expired or been cancelled, each Guarantor shall withhold exercise of
(a) any claim, right or remedy, direct or indirect, that such Guarantor now
has or may hereafter have against Company or any of its assets in connection
with this Guaranty or the performance by such Guarantor of its obligations
hereunder, in each case whether such claim, right or remedy arises in equity,
under contract, by statute (including without limitation under California Civil
Code Section 2847, 2848 or 2849), under common law or otherwise and including
(i) any right of subrogation, reimbursement or indemnification that such
Guarantor now has or may hereafter have against Company, (ii) any right to
enforce, or to participate in, any claim, right or remedy that any Beneficiary
now has or may hereafter have against Company, and (iii) any benefit of,
and any right to participate in, any collateral or security now or hereafter
held by any Beneficiary and (b) any right of contribution such Guarantor
now has or may hereafter have against any other guarantor of any of the
Guarantied Obligations.  Each Guarantor further agrees that, to the
extent the agreement to withhold the exercise of its rights of subrogation,
reimbursement, indemnification and contribution as set forth herein is found by
a court of competent jurisdiction to be void or voidable for any reason, any
rights of subrogation, reimbursement or indemnification such Guarantor may have
against Company or against any collateral or security, and any rights of
contribution such Guarantor may have against any such other guarantor, shall be
junior and subordinate to any rights Guarantied Party or the other Beneficiaries
may have against Company, to all right, title and interest Guarantied Party or
the other Beneficiaries may have in any such collateral or security, and to any
right Guarantied Party or the other Beneficiaries may have against such other
guarantor.

     


    
      
        
          XIV-6                                     Subsidiary
Guaranty

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    Any
indebtedness of Company now or hereafter held by any Guarantor is subordinated
in right of payment to the Guarantied Obligations, and any such indebtedness of
Company to a Guarantor collected or received by such Guarantor after an Event of
Default has occurred and is continuing, and any amount paid to a Guarantor on
account of any subrogation, reimbursement, indemnification or contribution
rights referred to in the preceding paragraph when all Guarantied Obligations
have not been paid in full, shall be held in trust for Guarantied Party on
behalf of  Beneficiaries and shall forthwith be paid over to
Guarantied Party for the benefit of Beneficiaries to be credited and applied
against the Guarantied Obligations.

     

    7.           Expenses.  Guarantors
jointly and severally agree to pay, or cause to be paid, on demand, and to save
Guarantied Party and the other Beneficiaries harmless against liability for,
(i) any and all costs and expenses (including reasonable fees, costs of
settlement, and disbursements of counsel and allocated costs of internal
counsel) incurred or expended by Guarantied Party or any other Beneficiary in
connection with the enforcement of or preservation of any rights under this
Guaranty and (ii) any and all costs and expenses (including those arising
from rights of indemnification) required to be paid by Guarantors under the
provisions of any other Loan Document.

     

    8.           Financial Condition of
Company.  No Beneficiary shall have any obligation, and each
Guarantor waives any duty on the part of any Beneficiary, to disclose or discuss
with such Guarantor its assessment, or such Guarantor’s assessment, of the
financial condition of Company or any matter or fact relating to the business,
operations or condition of Company.  Each Guarantor has adequate means
to obtain information from Company on a continuing basis concerning the
financial condition of Company or the applicable Subsidiary of Company and their
respective abilities to perform their respective obligations under the Loan
Documents and the Lender Swap Agreements, and each Guarantor assumes the
responsibility for being and keeping informed of the financial condition of
Company and of all circumstances bearing upon the risk of nonpayment of the
Guarantied Obligations.

     

    9.           Representations and
Warranties.  Each Guarantor makes, for the benefit of
Beneficiaries, each of the representations and warranties made in the Credit
Agreement by Company as to such Guarantor, its assets, financial condition,
operations, organization, legal status, business and the Loan Documents to which
it is a party.

     

    10.        Covenants.  Each
Guarantor agrees that, so long as any part of the Guarantied Obligations shall
remain unpaid, any Letter of Credit shall be outstanding, any Lender shall have
any Commitment or any Swap Counterparty shall have any obligation under any
Lender Swap Agreement, such Guarantor will, unless Requisite Obligees (as such
term is defined in Section 17(a)) shall otherwise consent in writing,
perform or observe all of the terms, covenants and agreements that the Loan
Documents state that Company is to cause a Guarantor to perform or
observe.

     

    11.        Set Off.  In
addition to any other rights any Beneficiary may have under law or in equity, if
any amount shall at any time be due and owing by a Guarantor to any Beneficiary
under this Guaranty, such Beneficiary is authorized at any time or from time to
time, without notice (any such notice being expressly waived), to set off and to
appropriate and to apply any and all deposits (general or special, including but
not limited to indebtedness 

     

    
      
        
        

      

      
        
          XIV-7                                     Subsidiary
Guaranty

        

        
          

        

      

      
        List of Exhibits

      

    

     

    evidenced
by certificates of deposit, whether matured or unmatured) and any other
indebtedness of such Beneficiary owing to a Guarantor and any other property of
such Guarantor held by a Beneficiary to or for the credit or the account of such
Guarantor against and on account of the Guarantied Obligations and liabilities
of such Guarantor to any Beneficiary under this Guaranty.

     

    12.           Discharge of Guaranty Upon Sale of
Guarantor.  If all of the stock of a Guarantor or any of its
successors in interest under this Guaranty shall be sold or otherwise disposed
of (including by merger or consolidation) to any Person (other than an Affiliate
of Company) in a sale or other disposition not prohibited by the Credit
Agreement or otherwise consented to by Requisite Obligees (as such term is
defined in Section 17(a)), such Guarantor or such successor in interest, as
the case may be, may request Guarantied Party to execute and deliver documents
or instruments necessary to evidence the release and discharge of this Guaranty
as provided in subsection 10.14 of the Credit Agreement.

     

    13.           Amendments and
Waivers.  No amendment, modification, termination or waiver of
any provision of this Guaranty, and no consent to any departure by any Guarantor
therefrom, shall in any event be effective without the written concurrence of
Guarantied Party and, in the case of any such amendment or modification,
Guarantors.  Any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was
given.

     

    14.           Miscellaneous.  It
is not necessary for Beneficiaries to inquire into the capacity or powers of any
Guarantor or Company or the officers, directors or any agents acting or
purporting to act on behalf of any of them.

     

    The
rights, powers and remedies given to Beneficiaries by this Guaranty are
cumulative and shall be in addition to and independent of all rights, powers and
remedies given to Beneficiaries by virtue of any statute or rule of law or in
any of the Loan Documents or the Lender Swap Agreements or any agreement between
one or more Guarantors and one or more Beneficiaries or between Company and one
or more Beneficiaries.  Any forbearance or failure to exercise, and
any delay by any Beneficiary in exercising, any right, power or remedy hereunder
shall not impair any such right, power or remedy or be construed to be a waiver
thereof, nor shall it preclude the further exercise of any such right, power or
remedy.

     

    In case
any provision in or obligation under this Guaranty shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired
thereby.

     

    THIS
GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTORS, GUARANTIED PARTY AND THE
OTHER BENEFICIARIES 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.

     


    
      
        
          XIV-8                                     Subsidiary
Guaranty

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    This
Guaranty shall inure to the benefit of Beneficiaries and their respective
successors and assigns.

     

    ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO
THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
GUARANTY EACH GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
GUARANTY.  Each Guarantor agrees that service of all process in any
such proceeding in any such court may be made by registered or certified mail,
return receipt requested, to such Guarantor at its address set forth on Schedule A annexed
hereto or such other address as shall be designated by such Guarantor in a
written notice to Guarantied Party, such service being acknowledged by such
Guarantor to be sufficient for personal jurisdiction in any action against such
Guarantor in any such court and to be otherwise effective and binding service in
every respect.  Nothing herein shall affect the right to serve process
in any other manner permitted by law or shall limit the right of Guarantied
Party or any Beneficiary to bring proceedings against such Guarantor in the
courts of any other jurisdiction.

     

    EACH GUARANTOR AND, BY ITS ACCEPTANCE
OF THE BENEFITS HEREOF, GUARANTIED PARTY EACH AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS GUARANTY.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. EACH GUARANTOR AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF,
GUARANTIED PARTY EACH (I) ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT FOR SUCH GUARANTOR AND GUARANTIED PARTY TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT SUCH GUARANTOR AND GUARANTIED PARTY HAVE ALREADY RELIED ON
THIS WAIVER IN ENTERING INTO THIS GUARANTY OR ACCEPTING THE BENEFITS THEREOF, AS
THE CASE MAY BE, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR
RELATED FUTURE DEALINGS, AND (II) FURTHER WARRANTS AND REPRESENTS THAT EACH
HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS OF THIS
GUARANTY.  In the event of litigation, this Guaranty may be
filed as a written consent to a trial by the court.

     


    
      
        
          XIV-9                                     Subsidiary
Guaranty

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    15.           Additional
Guarantors.  The initial Guarantor(s) hereunder shall be such
of the Subsidiaries of Company as are signatories hereto on the date
hereof.  From time to time subsequent to the date hereof, Subsidiaries
of Company may become parties hereto, as additional Guarantors (each an “Additional Guarantor”), by
executing a counterpart to this Guaranty substantially in the form of Exhibit A annexed
hereto (a “Counterpart”).  Upon
delivery of any such Counterpart to Guarantied Party, notice of which is hereby
waived by Guarantors, each such Additional Guarantor shall be a Guarantor and
shall be as fully a party hereto as if such Additional Guarantor were an
original signatory hereof.  Each Guarantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Guarantor hereunder, nor by any election of the
Guarantied Party not to cause any Subsidiary of Company to become an Additional
Guarantor hereunder.  This Guaranty shall be fully effective as to any
Guarantor that is or becomes a party hereto regardless of whether any other
Person becomes or fails to become or ceases to be a Guarantor
hereunder.

     

    16.           Counterparts;
Effectiveness.  This Guaranty may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original for
all purposes; but all such counterparts together shall constitute but one and
the same instrument.  This Guaranty shall become effective as to each
Guarantor upon the execution of a Counterpart hereof by such Guarantor (whether
or not a Counterpart hereof shall have been executed by any other Guarantor) and
receipt by the Guarantied Party of written or telephonic notification of such
execution and authorization of delivery thereof.

     

    17.           Guarantied
Party as Agent.

     

    (a)           Guarantied
Party has been appointed to act as Guarantied Party hereunder by
Lenders.  Guarantied Party shall be obligated, and shall have the
right hereunder, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action, solely in
accordance with this Guaranty and the Credit Agreement; provided that
Guarantied Party shall exercise, or refrain from exercising, any remedies under
or with respect to this Guaranty in accordance with the instructions of
(i) Requisite Lenders, or (ii) after payment in full of all
Obligations under the Credit Agreement and the other Loan Documents, the
cancellation or expiration of all Letters of Credit and the termination of the
Commitments, the holders of a majority of (A) the aggregate notional amount
under all Lender Swap Agreements (including Lender Swap Agreements that have
been terminated) or (B) if all Lender Swap Agreements have been terminated
in accordance with their terms, the aggregate amount then due and payable
(exclusive of expenses and similar payments but including any early termination
payments then due) under such Lender Swap Agreements (Requisite Lenders or, if
applicable, such holders being referred to herein as “Requisite
Obligees”).

     

    (b)           Guarantied
Party shall at all times be the same Person that is Administrative Agent under
the Credit Agreement.  Written notice of resignation by Administrative
Agent pursuant to subsection 9.5 of the Credit Agreement shall also constitute
notice of resignation as Guarantied Party under this Guaranty; and appointment
of a successor Administrative Agent pursuant to subsection 9.5 of the Credit
Agreement shall also constitute appointment of a successor Guarantied Party
under this Guaranty.  Upon the acceptance of any appointment as
Administrative Agent under subsection 9.5 of the Credit Agreement by a


     

    
      
        
        

      

      
        
          XIV-10                                     Subsidiary
Guaranty

        

        
          

        

      

      
        List of Exhibits

      

    

     

    successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Guarantied Party under this Guaranty, and the retiring
Guarantied Party under this Guaranty shall promptly (i) transfer to such
successor Guarantied Party all sums held hereunder, together with all records
and other documents necessary or appropriate in connection with the performance
of the duties of the successor Guarantied Party under this Guaranty, and
(ii) take such other actions as may be necessary or appropriate in
connection with the assignment to such successor Guarantied Party of the rights
created hereunder, whereupon such retiring Guarantied Party shall be discharged
from its duties and obligations under this Guaranty.  After any
retiring Guarantied Party’s resignation hereunder as Guarantied Party, the
provisions of this Guaranty shall inure to its benefits as to any actions taken
or omitted to be taken by it under this Guaranty while it was Guarantied Party
hereunder.

     

    18.           Notice of Lender Swap
Agreements.  Guarantied Party shall not be deemed to have any
duty whatsoever with respect to any Swap Counterparty until it shall have
received written notice in form and substance satisfactory to Guarantied Party
from Company, a Guarantor or the Swap Counterparty as to the existence and terms
of the applicable Lender Swap Agreement.

     

    19.           Schedules by Non-Material Subsidiary
Guarantors.

     

    Notwithstanding
anything to the contrary in this Guaranty, no Non-Material Subsidiary Guarantor
shall be required to deliver the Schedule to be annexed hereto on the date
hereof and each Non-Material Subsidiary Guarantor shall deliver such Schedule in
accordance with subsection 6.10D of the Credit Agreement.

     

    [Remainder
of page intentionally left blank.]

     


    
      
        
          XIV-11                                     Subsidiary
Guaranty

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    IN WITNESS WHEREOF, each
Guarantor and Guarantied Party, solely for the purposes of the waiver of the
right to jury trial contained in Section 14, have caused this Guaranty to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

     

    
      	
            	[NAME OF
      GUARANTOR]	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 


    

    
      	
            	[NAME OF
      GUARANTOR]	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 


    

    
      	
            	[NAME OF
      GUARANTOR]	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 


    

     

     

     

    



    
      
        
          XIV-SIGNATURE
PAGE-1                                 Subsidiary
Guaranty

        

      

      
        
          

        

      

      
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            	WELLS FARGO BANK, NATIONAL
      ASSOCIATION,	 
	 	as
      Joint-Lead Arranger and Administrative Agent, as Guarantied
Party	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 


    

    


    


     
 

    



    
      
        
          XIV-SIGNATURE
PAGE-2                                 Subsidiary
Guaranty

        

      

      
        
          

        

      

      
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    SCHEDULE
A

     

    GUARANTORS’
NOTICE ADDRESSES

     

    


     


    
      
        
          XIV-A-1                                  Subsidiary
Guaranty

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT
A

     

    [FORM
OF COUNTERPART FOR ADDITIONAL GUARANTORS]

     

    This
COUNTERPART (this “Counterpart”), dated as of
_________ __, 20__, is delivered pursuant to Section 15 of the Guaranty referred
to below.  The undersigned hereby agrees that this Counterpart may be
attached to the Guaranty, dated as of November 15, 2007 (as it may be from time
to time amended, restated, supplemented or otherwise modified, the “Guaranty”; capitalized terms
used herein not otherwise defined herein shall have the meanings ascribed
therein), among the Guarantors named therein and Wells Fargo Bank, National
Association, as Administrative Agent, as Guarantied Party.  The
undersigned, by executing and delivering this Counterpart, hereby becomes an
Additional Guarantor under the Guaranty in accordance with Section 15 thereof
and agrees to be bound by all of the terms thereof.

     

    IN WITNESS WHEREOF, the
undersigned has caused this Counterpart to be duly executed and delivered by its
officer thereunto duly authorized as of the date first written
above.

     

    
      	
            	[NAME OF ADDITIONAL
      GUARANTOR]	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Title:	 	 
	 	Address:	 
	 	 	 
	 	 	 


    

     

                           

    



    
      
        
          XIV-A-2                                  Subsidiary
Guaranty

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT XV

     

    [FORM
OF SECURITY AGREEMENT]

     

    This
SECURITY AGREEMENT is
dated as of November 15, 2007 and entered into by and among URS
CORPORATION, a Delaware corporation (“Company”), each of THE UNDERSIGNED DIRECT AND INDIRECT
SUBSIDIARIES of Company (each of such undersigned Subsidiaries being a
“Subsidiary Grantor” and
collectively “Subsidiary
Grantors”) and each ADDITIONAL GRANTOR that may
become a party hereto after the date hereof in accordance with Section 20 (each
of Company, each Subsidiary Grantor, and each Additional Grantor being a “Grantor” and collectively the
“Grantors”) and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Joint-Lead Arranger and Administrative Agent for and
representative of (in such capacity herein called “Secured Party”) the financial
institutions (“Lenders”)
from time to time party to the Credit Agreement (as herein defined) and any Swap
Counterparties (as herein defined).

     

    PRELIMINARY
STATEMENTS

     

    A.           Pursuant
to the Credit Agreement dated as of November 15, 2007 (said Credit Agreement, as
it may hereafter be amended, restated, supplemented or otherwise modified from
time to time, being the “Credit
Agreement”; the terms defined therein and not otherwise defined in
Section 30 or elsewhere herein being used herein as therein defined), by and
among Company, Secured Party, the financial institutions party thereto from time
to time as Lenders, Morgan Stanley Senior Funding, Inc., as a Joint-Lead
Arranger and Syndication Agent for Lenders and Bank of America, N.A., BNP
Paribas and The Royal Bank of Scotland plc, as Co-Documentation
Agents for Lenders, Lenders have made certain commitments, subject to the terms
and conditions set forth in the Credit Agreement, to extend certain credit
facilities to Company.

     

    B.           Company
or a Subsidiary of Company may from time to time enter, or may from time to time
have entered, into one or more Lender Swap Agreements with one or more Swap
Counterparties in accordance with the terms of the Credit Agreement, and it is
desired that the obligations of Company or such Subsidiary of Company under the
Lender Swap Agreements, including the obligation of Company or such Subsidiary
of Company to make payments thereunder in the event of early termination
thereof, together with all obligations of Company under the Credit Agreement and
the other Loan Documents, be secured hereunder.

     

    C.           Subsidiary
Grantors have executed and delivered the Subsidiary Guaranty in favor of Secured
Party for the benefit of Lenders and any Swap Counterparties, pursuant to which
each Subsidiary Grantor has guarantied the prompt payment and performance when
due of all obligations of Company under the Credit Agreement and all obligations
of Company and the applicable Subsidiaries of Company under the Lender Swap
Agreements.

     

    D.           It
is a condition precedent to the initial extensions of credit by Lenders under
the Credit Agreement that Grantors listed on the signature pages hereof shall
have granted the security interests and undertaken the obligations contemplated
by this Agreement.

     

    NOW, THEREFORE, in
consideration of the agreements set forth herein and in the 

     

    
      
        
        

      

      
        
          XV-1                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    Credit
Agreement and in order to induce Lenders to make Loans and other extensions of
credit under the Credit Agreement and to induce Swap Counterparties to enter
into the Lender Swap Agreements, each Grantor hereby agrees with Secured Party
as follows:

     

    SECTION
1. Grant of
Security.

     

    Each
Grantor hereby assigns to Secured Party, and hereby grants to Secured Party a
security interest in, all of such Grantor’s right, title and interest in and to
all of the personal property of such Grantor, in each case whether now or
hereafter existing, whether tangible or intangible, whether now owned or
hereafter acquired, wherever the same may be located and whether or not subject
to the Uniform Commercial Code as it exists on the date of this Agreement, or as
it may hereafter be amended, in the State of New York (the “UCC”), including all Assigned
Agreements and the following (the “Collateral”):

     

    (a) all
Accounts;

     

    (b) all
Chattel Paper;

     

    (c) all Money
and all Deposit Accounts, together with all amounts on deposit from time to time
in such Deposit Accounts;

     

    (d) all
Documents;

     

    (e) all
General Intangibles, including all intellectual property, Payment Intangibles
and Software;

     

    (f) all
Goods, including Inventory, Equipment and Fixtures;

     

    (g) all
Instruments;

     

    (h) all
Investment Property;

     

    (i) all
Letter-of-Credit Rights and other Supporting Obligations;

     

    (j) all
Records;

     

    (k) all
Commercial Tort Claims, including those set forth on Schedule 1 annexed
hereto; and

     

    (l) all
Proceeds and Accessions with respect to any of the foregoing
Collateral.

     

    Each
category of Collateral set forth above shall have the meaning set forth in the
UCC (to the extent such term is defined in the UCC), it being the intention of
Grantors that the description of the Collateral set forth above be construed to
include the broadest possible range of assets.

     

    Notwithstanding
anything herein to the contrary, in no event shall the Collateral include, and
no Grantor shall be deemed to have granted a security interest in, any of such
Grantor’s 

     

    
      
        
        

      

      
        
          XV-2                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    rights or
interests in or under, any license, contract, permit, Instrument, Security or
franchise to which such Grantor is a party or any of its rights or interests
thereunder to the extent, but only to the extent, that such a grant would, under
the terms of such license, contract, permit, Instrument, Security or franchise,
result in a breach of the terms of, or constitute a default under, such license,
contract, permit, Instrument, Security or franchise (other than to the extent
that any such term would be rendered ineffective pursuant to the UCC or any
other applicable law (including the Bankruptcy Code) or principles of equity);
provided, that
immediately upon the ineffectiveness, lapse or termination of any such provision
the Collateral shall include, and such Grantor shall be deemed to have granted a
security interest in, all such rights and interests as if such provision had
never been in effect.

     

    Notwithstanding
the foregoing, the Collateral shall not include (a) any Equity Interests in
Joint Ventures, Dormant Subsidiaries or Excluded Subsidiaries, (b) any Pledged
Collateral (as defined in the Pledge Agreement) pledged pursuant to the Pledge
Agreement, (c) any Equity Interests issued by a Foreign Subsidiary to the extent
that creation of a security interest by a Grantor in such Equity Interests could
reasonably be expected to result in material adverse Tax consequences to
Company, it being acknowledged and agreed that the creation of a security
interest in Equity Interests possessing up to 66% of the voting power of all
classes of the Equity Interests of such Foreign Subsidiary entitled to vote will
not result in such adverse Tax consequences, or (d) any Equity Interests in
Persons that are subject to prohibitions on granting a security interest or
otherwise transferring such Equity Interests under state or local laws or under
such Person’s Organizational Documents but only if such Organizational Documents
may not be amended or otherwise modified to permit the granting of a security
interest under this Agreement.

     

    SECTION
2. Security
for Obligations.

     

    This
Agreement secures, and the Collateral is collateral security for, the prompt
payment or performance in full when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise, of all Secured
Obligations of each Grantor.  “Secured Obligations”
means:

     

    (a) with
respect to Company, all obligations and liabilities of every nature of Company
now or hereafter existing under or arising out of or in connection with the
Credit Agreement and the other Loan Documents and any Lender Swap Agreement;
and

     

    (b) with
respect to each Subsidiary Grantor and Additional Grantor, all obligations and
liabilities of every nature of such Subsidiary Grantor now or hereafter existing
under or arising out of or in connection with the Subsidiary
Guaranty;

     

    in each
case together with all extensions or renewals thereof, whether for principal,
interest, reimbursement of amounts drawn under Letters of Credit, payments for
early termination of Lender Swap Agreements, fees, expenses, indemnities or
otherwise, whether voluntary or involuntary, direct or indirect, absolute or
contingent, liquidated or unliquidated, whether or not jointly owed with others,
and whether or not from time to time decreased or extinguished and later
increased, created or incurred, and all or any portion of such obligations or
liabilities that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from Secured Party or any Lender or
Swap Counterparty as a preference, fraudulent 

     

    
      
        
        

      

      
        
          XV-3                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    transfer
or otherwise, and all obligations of every nature of Grantors now or hereafter
existing under this Agreement (including interest and other amounts that, but
for the filing of a petition in bankruptcy with respect to Company or any other
Grantor, would accrue on such obligations, whether or not a claim is allowed
against Company or such Grantor for such amounts in the related bankruptcy
proceeding).

     

    SECTION
3. Grantors
Remain Liable.

     

    Anything
contained herein to the contrary notwithstanding, (a) each Grantor shall
remain liable under any contracts, licenses and agreements included in the
Collateral, to the extent set forth therein, to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by Secured Party of any of its rights hereunder
shall not release any Grantor from any of its duties or obligations under the
contracts, licenses and agreements included in the Collateral, and
(c) Secured Party shall not have any obligation or liability under any
contracts, licenses, and agreements included in the Collateral by reason of this
Agreement, nor shall Secured Party be obligated to perform any of the
obligations or duties of any Grantor thereunder or to take any action to collect
or enforce any claim for payment assigned hereunder.

     

    SECTION
4. Representations
and Warranties.

     

    Each
Grantor represents and warrants as follows:

     

    (a) Ownership of
Collateral.  Except as expressly permitted by the Credit
Agreement, such Grantor owns its interests in the Collateral free and clear of
any Lien and no effective financing statement or other instrument similar in
effect covering all or any part of the Collateral is on file in any filing or
recording office, including any IP Filing Office.

     

    (b) Perfection.  The
security interests in the Collateral granted to Secured Party for the ratable
benefit of Lenders and Swap Counterparties hereunder constitute valid security
interests in the Collateral, securing the payment of the Secured
Obligations.  Upon (i) the filing of UCC financing statements
naming each Grantor as “debtor”, naming Secured Party as “secured party” and
describing the Collateral in the filing offices with respect to such Grantor set
forth on Schedule 2
annexed hereto, (ii) in the case of the Securities Collateral consisting of
certificated Securities or evidenced by Instruments, in addition to filing of
such UCC financing statements, delivery of the certificates representing such
certificated Securities and delivery of such Instruments to Secured Party (and
in the case of Securities Collateral issued by a foreign issuer, any actions
required under foreign law to perfect a security interest in such Securities
Collateral), in each case duly endorsed or accompanied by duly executed
instruments of assignment or transfer in blank, and (iii) in the case of
the Intellectual Property Collateral, in addition to the filing of such UCC
financing statements, the recordation of a Grant with the applicable IP Filing
Office, the security interests in the Collateral granted to Secured Party for
the ratable benefit of Lenders and Swap Counterparties will constitute perfected
security interests therein prior to all other Liens (except for Permitted
Encumbrances and Liens permitted by subsection 7.2A(iv) of the Credit Agreement)
securing the payment of the Secured Obligations, and all filings and other
actions necessary or desirable to perfect and protect such security interests
have been, or promptly after the Closing Date will be, duly made or
taken.

     


    
      
        
          XV-4                                   Security
Agreement

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    (c) Office Locations; Type and
Jurisdiction of Organization; Locations of Equipment and
Inventory.  Such Grantor’s name as it appears in official
filings in the jurisdiction of its organization, type of organization (i.e.
corporation, limited partnership, etc.), jurisdiction of organization, principal
place of business, chief executive office, office where such Grantor keeps its
Records regarding the Accounts, Intellectual Property and originals of Chattel
Paper, and organization number provided by the applicable Government Authority
of the jurisdiction of organization are set forth on Schedule 3 annexed
hereto.  All of the Equipment and Inventory is located at the places
set forth on Schedule 4
annexed hereto, except for Inventory which, in the ordinary course of business,
is in transit either (i) from a supplier to a Grantor, (ii) between
the locations set forth on Schedule 4
annexed hereto, or (iii) to customers of a Grantor.

     

    (d) Names.  No Grantor
(or predecessor by merger or otherwise of such Grantor) has, within the five
year period preceding the date hereof, or, in the case of an Additional Grantor,
the date of the applicable Counterpart, had a different name from the name of
such Grantor listed on the signature pages hereof, except the names set forth on
Schedule 5
annexed hereto.

     

    (e) Securities
Collateral.  All of the Pledged Equity set forth on Schedule 6 annexed
hereto has been duly authorized and validly issued and is fully paid and
non-assessable; there are no outstanding warrants, options or other rights to
purchase, or other agreements outstanding with respect to, or property that is
now or hereafter convertible into, or that requires the issuance or sale of, any
Pledged Equity; Schedule 6 annexed
hereto sets forth all of the issued and outstanding Pledged Equity owned by each
Grantor, and the percentage ownership in each issuer thereof.

     

    (f) Intellectual Property
Collateral.  A true and complete list of all federal Trademark
Registrations and material foreign Trademark Registrations and applications for
any Trademark owned, held (whether pursuant to a license or otherwise) or used
by such Grantor, in whole or in part, is set forth on Schedule 7 annexed
hereto; a true and complete list of all federal Patents and material foreign
Patents owned, held (whether pursuant to a license or otherwise) or used by such
Grantor, in whole or in part, is set forth on Schedule 8 annexed
hereto; a true and complete list of all federal Copyright Registrations and all
material foreign Copyright Registrations and applications for Copyright
Registrations held (whether pursuant to a license or otherwise) by such Grantor,
in whole or in part, is set forth on Schedule 9 annexed
hereto; and after reasonable inquiry, such Grantor is not aware of any pending
or threatened claim by any third party that any of the Intellectual Property
Collateral owned, held or used by such Grantor is invalid or unenforceable
except for such claims that in the aggregate could not reasonably be expected to
result in a Material Adverse Effect.

     

    (g) Deposit Accounts, Securities
Accounts, Commodity Accounts.  Schedule 10
annexed hereto lists all Deposit Accounts, Securities Accounts and Commodity
Accounts owned by each Grantor that are (i) operating, investment and other
primary accounts of such Grantor and (ii) located in the United States, and
indicates the institution or intermediary at which the account is held and the
account number.

     

    (h) Chattel Paper.  Such
Grantor has no interest in any Chattel Paper, except as set forth in Schedule 11 annexed
hereto.

     


    
      
        
          XV-5                                   Security
Agreement

        

        
        

      

      
         


        
          

        

      

      
        List of Exhibits

      

    


    (i) Letter-of-Credit
Rights.  Such Grantor has no interest in any Letter-of-Credit
Rights, except as set forth on Schedule 12 annexed
hereto.

     

    (j) Documents.  No
negotiable Documents are outstanding with respect to any of the Inventory,
except as set forth on Schedule 13 annexed
hereto.

     

    (k) Assigned
Agreements.  Each Assigned Agreement is in full force and
effect and is enforceable against the parties thereto in accordance with its
terms.

     

    The
representations and warranties as to the information set forth in Schedules
referred to herein are made, as to each Grantor (other than Additional
Grantors), as of the date hereof and, as to each Additional Grantor, as of the
date of the applicable Counterpart, except that, in the case of a Pledge
Supplement, IP Supplement or notice delivered pursuant to Section 5(d), such
representations and warranties are made as of the date of such supplement or
notice.

     

    SECTION
5. Further
Assurances.

     

    (a) Generally.  Each
Grantor agrees that from time to time, at the expense of Grantors, such Grantor
will promptly execute and deliver all further instruments and documents, and
take all further action, that may be necessary or desirable, or that Secured
Party may request, in order to perfect and protect any security interest granted
or purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any
Collateral.  Without limiting the generality of the foregoing, each
Grantor will:  (i)  if requested by Secured Party, notify Secured
Party in writing of receipt by such Grantor of any interest in Chattel Paper
and, at the request of Secured Party, mark conspicuously each item of Chattel
Paper and each of its records pertaining to the Collateral with a legend, in
form and substance satisfactory to Secured Party, indicating that such
Collateral is subject to the security interest granted hereby, (ii) at the
request of Secured Party, all original counterparts of Chattel Paper, duly
endorsed and accompanied by duly executed instruments of transfer or assignment,
all in form and substance satisfactory to Secured Party, (iii) (A) execute
(if necessary) and file such financing or continuation statements, or amendments
thereto, (B) in the event that the Company Debt Rating is Ba3 or lower from
Moody’s and BB- or lower from S&P and if requested by Secured Party, execute
and deliver, and cause to be executed and delivered, agreements establishing
that Secured Party has control of Deposit Accounts with a principal balance of
$500,000 or more at any time and Investment Property of such Grantor except with
respect to Deposit Accounts maintained for the purpose of paying claims under
self-insured health care plans, (C) deliver such documents, instruments,
notices, records and consents and take such other actions necessary to establish
that Secured Party has control over electronic Chattel Paper and
Letter-of-Credit Rights of such Grantor and (D) deliver such other
instruments or notices, in each case, as may be necessary or desirable, or as
Secured Party may request, in order to perfect and preserve the security
interests granted or purported to be granted hereby, (iv) furnish to
Secured Party from time to time statements and schedules further identifying and
describing the Collateral and such other reports in connection with the
Collateral as Secured Party may reasonably request, all in reasonable detail,
(v) so long as no Event of Default has occurred and is continuing, at any
reasonable time during normal business hours, one time per Fiscal Year upon
reasonable notice by Secured Party and upon the occurrence and during the
continuance of an Event of Default, at any time, exhibit the Collateral to and
allow inspection of the Collateral by Secured Party, or persons designated by
Secured Party, (vi) at Secured Party’s 

     

    
      
        
        

      

      
        
          XV-6                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    reasonable
request, appear in and defend any action or proceeding that may affect such
Grantor’s title to or Secured Party’s security interest in all or any material
part of the Collateral, (vii) use commercially reasonable efforts to obtain
any necessary consents of third parties to the creation and perfection of a
security interest in favor of Secured Party with respect to any material
Collateral and (viii) at the request of Secured Party, take steps to comply
with the Federal Anti-Claims Act, 31 U.S.C. § 3727 (1998), and the Federal
Anti-Assignment Act, 41 U.S.C. § 15 (1994).  Each Grantor hereby
authorizes Secured Party to file one or more financing or continuation
statements, and amendments thereto, relative to all or any part of the
Collateral (including any financing statement indicating that it covers “all
assets” or “all personal property” of such Grantor) without the signature of any
Grantor.

     

    (b) Securities
Collateral.  Without limiting the generality of the foregoing
Section 5(a), each Grantor agrees that (i) all certificates or Instruments
representing or evidencing the Securities Collateral shall be delivered to and
held by or on behalf of Secured Party pursuant hereto and shall be in suitable
form for transfer by delivery or, as applicable, shall be accompanied by such
Grantor’s endorsement, where necessary, or duly executed instruments of transfer
or assignments in blank, all in form and substance satisfactory to Secured Party
and (ii) it will, upon obtaining any additional Equity Interests, promptly
(and in any event within 30 days) deliver to Secured Party a Pledge Supplement,
duly executed by such Grantor, in respect of such additional Pledged Equity;
provided, that
the failure of any Grantor to execute a Pledge Supplement with respect to any
additional Pledged Equity shall not impair the security interest of Secured
Party therein or otherwise adversely affect the rights and remedies of Secured
Party hereunder with respect thereto.  Upon each such acquisition, the
representations and warranties contained in Section 4(e) shall be deemed to have
been made by such Grantor as to such Pledged Equity, whether or not such Pledge
Supplement is delivered.

     

    (c) Intellectual Property
Collateral.  Each Grantor shall promptly notify Secured Party
in writing of any rights to Intellectual Property Collateral acquired by such
Grantor after the date hereof within 30 days of knowledge of such acquisition by
a Responsible Officer.  Promptly after the filing of an application
for any Trademark Registration and within 30 days of knowledge of such filing by
a Responsible Officer, Patent or Copyright Registration, each Grantor shall
execute and deliver to Secured Party an IP Supplement, and submit a Grant for
recordation with respect thereto in the applicable IP Filing Office; provided, the failure
of any Grantor to execute an IP Supplement or submit a Grant for recordation
with respect to any additional Intellectual Property Collateral shall not impair
the security interest of Secured Party therein or otherwise adversely affect the
rights and remedies of Secured Party hereunder with respect
thereto.  Upon delivery to Secured Party of an IP Supplement, Schedules 7, 8 and 9 annexed hereto and
Schedule A to
each Grant, as applicable, shall be deemed modified to include a reference to
any right, title or interest in any existing Intellectual Property Collateral or
any Intellectual Property Collateral set forth on Schedule A to such IP
Supplement.  Upon each such acquisition, the representations and
warranties contained in Section 4(f) shall be deemed to have been made by such
Grantor as to such Intellectual Property Collateral, whether or not such IP
Supplement is delivered.

     

    (d) Commercial Tort Claims.   Grantors
have no Commercial Tort Claims as of the date hereof, except as set forth on
Schedule 1
annexed hereto.  In the event that a Grantor shall at any time after
the date hereof have any Commercial Tort Claims, such Grantor shall


     

    
      
        
        

      

      
        
          XV-7                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    promptly  (and
in any event within 30 days) notify Secured Party thereof in writing, which
notice shall (i) set forth in reasonable detail the basis for and nature of such
Commercial Tort Claim and (ii) constitute an amendment to this Agreement by
which such Commercial Tort Claim shall constitute part of the
Collateral.

     

    SECTION
6. Certain
Covenants of Grantors.

     

    Each
Grantor shall:

     

    (a) not use
or permit any Collateral to be used unlawfully or in violation of any provision
of this Agreement or any applicable material statute, regulation or ordinance or
any policy of insurance covering the Collateral;

     

    (b) give
Secured Party written notice of (i) any change in such Grantor’s name, identity
or corporate structure within 15 days of a Responsible Officer’s knowledge of
such change and (ii) any reincorporation, reorganization or other action that
results in a change of the jurisdiction of organization of such Grantor within
15 days of a Responsible Officer’s knowledge of such change;

     

    (c) if
Secured Party gives value to enable such Grantor to acquire rights in or the use
of any Collateral, use such value for such purposes;

     

    (d) keep
correct and accurate Records of Collateral at the locations described in Schedule 3 annexed
hereto; and

     

    (e) permit
representatives of Secured Party at any time during normal business hours upon
reasonable notice to inspect and make abstracts from such Records one time in
each Fiscal Year and, following the occurrence and during the continuation of
any Event of Default, at any time or from time to time, and each Grantor agrees
to render to Secured Party, at such Grantor’s cost and expense, such clerical
and other assistance as may be reasonably requested with regard
thereto.

     

    SECTION
7. Special
Covenants With Respect to Equipment and Inventory.

     

    Each
Grantor shall promptly upon the issuance and delivery to such Grantor of any
negotiable Document, deliver such Document to Secured Party.

     

    SECTION
8. Special
Covenants with respect to Accounts and Assigned
Agreements.

     

    (a) Each
Grantor shall, for not less than three years from the date on which each Account
of such Grantor arose, maintain (i) complete Records of such Account,
including records of all payments received, credits granted and merchandise
returned, and (ii) all documentation relating thereto.

     

    (b) Except as
otherwise provided in this subsection (b), each Grantor shall continue to
collect, at its own expense, all amounts due or to become due to such Grantor
under the Accounts.  In connection with such collections, each Grantor
may take (and, upon the occurrence and during the continuance of an Event of
Default at Secured Party’s direction, shall take) such action as such Grantor or
Secured Party may deem necessary or advisable to enforce 

     

    
      
        
        

      

      
        
          XV-8                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    collection
of amounts due or to become due under the Accounts; provided, however,
that Secured Party shall have the right at any time, upon the occurrence and
during the continuance of an Event of Default and upon written notice to such
Grantor of its intention to do so, to (i) notify the account debtors or obligors
under any Accounts of the assignment of such Accounts to Secured Party and to
direct such account debtors or obligors to make payment of all amounts due or to
become due to such Grantor thereunder directly to Secured Party, (ii) notify
each Person maintaining a lockbox or similar arrangement to which account
debtors or obligors under any Accounts have been directed to make payment to
remit all amounts representing collections on checks and other payment items
from time to time sent to or deposited in such lockbox or other arrangement
directly to Secured Party, (iii) enforce collection of any such Accounts at the
expense of Grantors, and (iv) adjust, settle or compromise the amount or payment
thereof, in the same manner and to the same extent as such Grantor might have
done.  After receipt by such Grantor of the notice from Secured Party
referred to in the proviso to the preceding sentence, (A) all amounts and
proceeds (including checks and other Instruments) received by such Grantor in
respect of the Accounts shall be received in trust for the benefit of Secured
Party hereunder, shall be segregated from other funds of such Grantor and shall
be forthwith paid over or delivered to Secured Party in the same form as so
received (with any necessary endorsement) to be held as cash Collateral and
applied as provided by Section 16, and (B) such Grantor shall not,
without the written consent of Secured Party, adjust, settle or compromise the
amount or payment of any Account, or release wholly or partly any account debtor
or obligor thereof, or allow any credit or discount thereon.

     

    (c) Each
Grantor shall at its expense:

     

    (i) unless
determined in its good faith judgment not to be in the best interest of
Grantor’s business or if consistent with sound business practices, perform and
observe all terms and provisions of the Assigned Agreements to be performed or
observed by it, maintain the Assigned Agreements in full force and effect,
enforce the Assigned Agreements in accordance with their terms, and take all
such action to such end as may be from time to time reasonably requested by
Secured Party; and

     

    (ii) upon
request of Secured Party, (A) furnish to Secured Party, promptly upon receipt
thereof, copies of all notices, requests and other documents received by such
Grantor under or pursuant to the Assigned Agreements and from time to time such
information and reports regarding the Assigned Agreements as Secured Party may
reasonably request and (B) upon the occurrence and during the continuance
of an Event of Default, make to the parties to such Assigned Agreements such
demands and requests for information and reports or for action as such Grantor
is entitled to make under the Assigned Agreements.

     

    (d) Upon the
occurrence and during the continuance of an Event of Default, no Grantor shall
(i) cancel or terminate any of the Assigned Agreements or consent to or
accept any cancellation or termination thereof; (ii) amend or otherwise
modify the Assigned Agreements or give any consent, waiver or approval
thereunder; (iii) waive any default under or breach of the Assigned
Agreements; (iv) consent to or permit or accept any prepayment of amounts
to become due under or in connection with the Assigned Agreements, except as
expressly provided therein; or (v) take any other action in connection with
the Assigned 

     

    
      
        
        

      

      
        
          XV-9                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    Agreements
that could reasonably be expected to materially impair the value of the interest
or rights of such Grantor thereunder or that could reasonably be expected to
materially impair the interest or rights of Secured Party.

     

    SECTION
9. Special
Covenants With Respect to the Securities Collateral.

     

    (a) Form of Securities
Collateral.  If any Securities Collateral is not a Security
pursuant to Section 8-103 of the UCC, no Grantor shall take any action that,
under such Section, converts such Securities Collateral into a Security without
causing the issuer thereof to issue to it certificates or instruments evidencing
such Securities Collateral, which it shall promptly deliver to Secured Party as
provided in Section 5(b).

     

    (b) Covenants.  Each
Grantor shall (i) not, except as expressly permitted by the Credit Agreement,
permit any issuer of Pledged Equity to merge or consolidate unless all the
outstanding Equity Interests of the surviving or resulting Person are, upon such
merger or consolidation, subject to the provisions of the last paragraph of
Section 1, pledged and become Collateral hereunder and no cash, securities or
other property is distributed in respect of the outstanding Equity Interests of
any other constituent Person; (ii) cause each issuer of Pledged Equity not
to issue Equity Interests in addition to or in substitution for the Pledged
Equity issued by such issuer, except to such Grantor or except as expressly
permitted by the Credit Agreement; (iii) immediately upon its acquisition
(directly or indirectly) of any Equity Interests, including additional Equity
Interests in each issuer of Pledged Equity, comply with Section 5(b), subject to
the provisions of the last paragraph of Section 1; (iv) promptly deliver to
Secured Party all written notices received by it with respect to the Securities
Collateral; and (v) at its expense (A) perform and comply in all material
respects with all terms and provisions of any agreement related to the
Securities Collateral required to be performed or complied with by it,
(B) maintain all such agreements in full force and effect and
(C) enforce all such agreements in accordance with their
terms.

     

    (c) Voting and
Distributions.  So long as no Event of Default shall have
occurred and be continuing, (i) each Grantor shall be entitled to exercise any
and all voting and other consensual rights pertaining to the Securities
Collateral or any part thereof for any purpose not prohibited by the terms of
this Agreement or the Credit Agreement; provided, no Grantor
shall exercise or refrain from exercising any such right if Secured Party shall
have notified such Grantor that, in Secured Party’s reasonable, good faith
judgment, such action would have a material adverse effect on the value of the
Securities Collateral or any part thereof; (ii) each Grantor shall be entitled
to receive and retain any and all dividends, other distributions, principal and
interest paid in respect of the Securities Collateral; and (iii) Secured Party
shall promptly execute and deliver (or cause to be executed and delivered) to
such Grantor all such proxies, dividend payment orders and other instruments as
such Grantor may from time to time reasonably request for the purpose of
enabling such Grantor to exercise the voting and other consensual rights which
it is entitled to exercise pursuant to clause (i) above and to receive the
dividends, distributions, principal or interest payments which it is authorized
to receive and retain pursuant to clause (ii) above.

     

    Upon the
occurrence and during the continuance of an Event of Default, (x) upon written
notice from Secured Party to any Grantor, all rights of such Grantor to exercise
the voting and other consensual rights which it would otherwise be entitled to
exercise pursuant hereto shall cease, and all such rights shall thereupon become
vested in Secured Party who shall thereupon 

     

    
      
        
        

      

      
        
          XV-10                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    have the
sole right to exercise such voting and other consensual rights; (y) except as
otherwise specified in the Credit Agreement, all rights of such Grantor to
receive the dividends, other distributions, principal and interest payments
which it would otherwise be authorized to receive and retain pursuant hereto
shall cease, and all such rights shall thereupon become vested in Secured Party
who shall thereupon have the sole right to receive and hold as Collateral such
dividends, other distributions, principal and interest payments; and (z) all
dividends, principal, interest payments and other distributions which are
received by such Grantor contrary to the provisions of clause (y) above shall be
received in trust for the benefit of Secured Party, shall be segregated from
other funds of such Grantor and shall forthwith be paid over to Secured Party as
Collateral in the same form as so received (with any necessary
endorsements).

     

    In order
to permit Secured Party to exercise the voting and other consensual rights which
it may be entitled to exercise pursuant hereto and to receive all dividends and
other distributions which it may be entitled to receive hereunder, (I) each
Grantor shall promptly execute and deliver (or cause to be executed and
delivered) to Secured Party all such proxies, dividend payment orders and other
instruments as Secured Party may from time to time reasonably request, and (II)
without limiting the effect of clause (I) above, each Grantor hereby grants to
Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise
all other rights, powers, privileges and remedies to which a holder of the
Pledged Equity would be entitled (including giving or withholding written
consents of holders of Equity Interests, calling special meetings of holders of
Equity Interests and voting at such meetings), which proxy shall be effective,
automatically and without the necessity of any action (including any transfer of
any Pledged Equity on the record books of the issuer thereof) by any other
Person (including the issuer of the Pledged Equity or any officer or agent
thereof), only upon the occurrence and during the continuance of an Event of
Default and which proxy shall only terminate upon the payment in full of the
Secured Obligations (other than Unasserted Obligations), the cure of such Event
of Default or waiver thereof as evidenced by a writing executed by Secured
Party.

     

    SECTION 10. Special
Covenants With Respect to the Intellectual Property
Collateral.

     

    
    

    (a) Each
Grantor shall:

     

    (i) use best
efforts so as not to permit the inclusion in any contract to which it hereafter
becomes a party of any provision that could or might in any way impair or
prevent the creation of a security interest in, or the assignment of, such
Grantor’s rights and interests in any property included within the definitions
of any Intellectual Property Collateral acquired under such
contracts;

     

    (ii) take any
and all reasonable steps to protect the secrecy of all trade secrets relating to
the products and services sold or delivered under or in connection with the
Intellectual Property Collateral, including where appropriate entering into
confidentiality agreements with employees and labeling and restricting access to
secret information and documents;

     


    
      
        
          XV-11                                   Security
Agreement

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    (iii) use
proper statutory notice in connection with its use of any of the Intellectual
Property Collateral and products and services covered by the Intellectual
Property Collateral; and

     

    (iv) use a
commercially appropriate standard of quality (which may be consistent with such
Grantor’s past practices) in the manufacture, sale and delivery of products and
services sold or delivered under or in connection with the
Trademarks.

     

    (b) Except as
otherwise provided in this Section 10, each Grantor shall continue to collect,
at its own expense, all amounts due or to become due to such Grantor in respect
of the Intellectual Property Collateral or any portion thereof.  In
connection with such collections, each Grantor may take (and, upon the
occurrence and during the continuance of any Event of Default at Secured Party’s
reasonable direction, shall take) such action as such Grantor or Secured Party
may deem reasonably necessary or advisable to enforce collection of such
amounts; provided, Secured
Party shall have the right at any time, upon the occurrence and during the
continuance of an Event of Default and upon written notice to such Grantor of
its intention to do so, to notify the obligors with respect to any such amounts
of the existence of the security interest created hereby and to direct such
obligors to make payment of all such amounts directly to Secured Party, and,
upon such notification and at the expense of such Grantor, to enforce collection
of any such amounts and to adjust, settle or compromise the amount or payment
thereof, in the same manner and to the same extent as such Grantor might have
done.  After receipt by any Grantor of the notice from Secured Party
referred to in the proviso to the preceding sentence and upon the occurrence and
during the continuance of any Event of Default, (i) all amounts and
proceeds (including checks and Instruments) received by each Grantor in respect
of amounts due to such Grantor in respect of the Intellectual Property
Collateral or any portion thereof shall be received in trust for the benefit of
Secured Party hereunder, shall be segregated from other funds of such Grantor
and shall be forthwith paid over or delivered to Secured Party in the same form
as so received (with any necessary endorsement) to be held as cash Collateral
and applied as provided by Section 16, and (ii) such Grantor shall not
adjust, settle or compromise the amount or payment of any such amount or release
wholly or partly any obligor with respect thereto or allow any credit or
discount thereon.

     

    (c) Each
Grantor shall have the duty diligently to prosecute, file and/or make, unless
and until such Grantor, in its commercially reasonable judgment, decides
otherwise, (i) any application for registration relating to any of the
Intellectual Property Collateral owned, held or used by such Grantor and set
forth on Schedules
7, 8 or
9 annexed
hereto, as applicable, that is pending as of the date of this Agreement,
(ii) any Copyright Registration on any existing or future unregistered but
copyrightable works (except for works of nominal commercial value or with
respect to which such Grantor has determined in the exercise of its commercially
reasonable judgment that it shall not seek registration), (iii) any
application on any future patentable but unpatented innovation or invention
comprising Intellectual Property Collateral, and (iv) any Trademark
opposition and cancellation proceedings, renew Trademark Registrations and
Copyright Registrations and do any and all acts which are necessary or desirable
to preserve and maintain all rights in all Intellectual Property
Collateral.  Any expenses incurred in connection therewith shall be
borne solely by Grantors.  Subject to the foregoing, each Grantor
shall give Secured Party prior written notice of any abandonment of any
Intellectual Property Collateral.

     


    
      
        
          XV-12                                   Security
Agreement

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    (d) Except as
provided herein, each Grantor shall have the right to commence and prosecute in
its own name, as real party in interest, for its own benefit and at its own
expense, such suits, proceedings or other actions for infringement, unfair
competition, dilution, misappropriation or other damage, or reexamination or
reissue proceedings as are necessary to protect the Intellectual Property
Collateral.  Secured Party shall provide, at such Grantor’s expense,
all reasonable and necessary cooperation in connection with any such suit,
proceeding or action including joining as a necessary party.  Each
Grantor shall promptly, following its becoming aware thereof, notify Secured
Party of the institution of, or of any adverse determination in, any proceeding
(whether in an IP Filing Office or any federal, state, local or foreign court)
or regarding such Grantor’s ownership, right to use, or interest in any
Intellectual Property Collateral.  Each Grantor shall provide to
Secured Party any information with respect thereto requested by Secured
Party.

     

    (e) In
addition to, and not by way of limitation of, the granting of a security
interest in the Collateral pursuant hereto, each Grantor, effective upon the
occurrence and during the continuance of an Event of Default, hereby assigns,
transfers and conveys to Secured Party the nonexclusive right and license to use
all Trademarks, tradenames, Copyrights, Patents or technical processes
(including the Intellectual Property Collateral) owned or used by such Grantor
that relate to the Collateral, together with any goodwill associated therewith,
all to the extent necessary to enable Secured Party to realize on the Collateral
in accordance with this Agreement and to enable any transferee or assignee of
the Collateral to enjoy the benefits of the Collateral.  This right
shall inure to the benefit of all successors, assigns and transferees of Secured
Party and its successors, assigns and transferees, whether by voluntary
conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of
foreclosure or otherwise.  Such right and license shall be granted
free of charge, without requirement that any monetary payment whatsoever be made
to such Grantor.  If and to the extent that any Grantor is permitted
to license the Intellectual Property Collateral, Secured Party shall promptly
enter into a non-disturbance agreement or other similar arrangement, at such
Grantor’s request and expense, with such Grantor and any licensee of any
Intellectual Property Collateral permitted hereunder in form and substance
reasonably satisfactory to Secured Party pursuant to which (i) Secured
Party shall agree not to disturb or interfere with such licensee’s rights under
its license agreement with such Grantor so long as such licensee is not in
default thereunder, and (ii) such licensee shall acknowledge and agree that
the Intellectual Property Collateral licensed to it is subject to the security
interest created in favor of Secured Party and the other terms of this
Agreement.

     

    SECTION
11. Secured
Party Appointed Attorney-in-Fact.

     

    Each
Grantor hereby irrevocably appoints Secured Party as such Grantor’s
attorney-in-fact, with full authority in the place and stead of such Grantor and
in the name of such Grantor, Secured Party or otherwise, from time to time in
Secured Party’s discretion to take any action and to execute any instrument that
Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement, including:

     

    (a) upon the
occurrence and during the continuance of an Event of Default, to obtain and
adjust insurance required to be maintained by such Grantor or paid to Secured
Party pursuant to the Credit Agreement;

     


    
      
        
          XV-13                                   Security
Agreement

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    (b) upon the
occurrence and during the continuance of an Event of Default, to ask for,
demand, collect, sue for, recover, compound, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the
Collateral;

     

    (c) upon the
occurrence and during the continuance of an Event of Default, to receive,
endorse and collect any drafts or other Instruments, Documents, Chattel Paper
and other documents in connection with clauses (a) and (b) above;

     

    (d) upon the
occurrence and during the continuance of an Event of Default, to file any claims
or take any action or institute any proceedings that Secured Party may deem
necessary or desirable for the collection of any of the Collateral or otherwise
to enforce or protect the rights of Secured Party with respect to any of the
Collateral;

     

    (e) to pay or
discharge taxes or Liens (other than taxes not required to be discharged
pursuant to the Credit Agreement and Liens permitted under this Agreement or the
Credit Agreement) levied or placed upon or threatened against the Collateral,
the legality or validity thereof and the amounts necessary to discharge the same
to be determined by Secured Party in its sole discretion, any such payments made
by Secured Party to become obligations of such Grantor to Secured Party, due and
payable immediately without demand;

     

    (f) upon the
occurrence and during the continuance of an Event of Default, to sign and
endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications and
notices in connection with Accounts and other documents relating to the
Collateral; and

     

    (g) upon the
occurrence and during the continuance of an Event of Default, generally to sell,
transfer, pledge, make any agreement with respect to or otherwise deal with any
of the Collateral as fully and completely as though Secured Party were the
absolute owner thereof for all purposes, and to do, at Secured Party’s option
and Grantors’ expense, at any time or from time to time, all acts and things
that Secured Party deems necessary to protect, preserve or realize upon the
Collateral and Secured Party’s security interest therein in order to effect the
intent of this Agreement, all as fully and effectively as such Grantor might
do.

     

    SECTION
12. Secured
Party May Perform.

     

    If any
Grantor fails to perform any agreement contained herein, Secured Party may
itself perform, or cause performance of, such agreement, and the expenses of
Secured Party incurred in connection therewith shall be payable by Grantors
under Section 17(b).

     

    SECTION
13. Standard
of Care.

     

    The
powers conferred on Secured Party hereunder are solely to protect its interest
in the Collateral and shall not impose any duty upon it to exercise any such
powers.  Except for the exercise of reasonable care in the custody of
any Collateral in its possession and the accounting for moneys actually received
by it hereunder, Secured Party shall have no duty as to any Collateral or as to
the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Collateral.  Secured Party shall be
deemed to have exercised reasonable care in the custody and preservation of
Collateral in its possession if such Collateral 

     

    
      
        
        

      

      
        
          XV-14                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    is
accorded treatment substantially equal to that which Secured Party accords its
own property.

     

    SECTION
14. Remedies.

     

    (a) Generally.  If any
Event of Default shall have occurred and be continuing, Secured Party may,
subject to Section 19,  exercise in respect of the Collateral, in
addition to all other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default under
the UCC (whether or not the UCC applies to the affected Collateral), and also
may (i) require each Grantor to, and each Grantor hereby agrees that it
will at its expense and upon request of Secured Party forthwith, assemble all or
part of the Collateral as directed by Secured Party and make it available to
Secured Party at a place to be designated by Secured Party that is reasonably
convenient to both parties, (ii) enter onto the property where any
Collateral is located and take possession thereof with or without judicial
process, (iii) prior to the disposition of the Collateral, store, process,
repair or recondition the Collateral or otherwise prepare the Collateral for
disposition in any manner to the extent Secured Party deems appropriate,
(iv) take possession of any Grantor’s premises or place custodians in
exclusive control thereof, remain on such premises and use the same and any of
such Grantor’s equipment for the purpose of completing any work in process,
taking any actions described in the preceding clause (iii) and collecting any
Secured Obligation, (v) without notice except as specified below, sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any of Secured Party’s offices or elsewhere, for cash, on credit or for
future delivery, at such time or times and at such price or prices and upon such
other terms as Secured Party may deem commercially reasonable, (vi) exercise
dominion and control over and refuse to permit further withdrawals from any
Deposit Account maintained with Secured Party or any Lender and provide
instructions directing the disposition of funds in Deposit Accounts not
maintained with Secured Party or any Lender and (vii) provide
entitlement orders with respect to Security Entitlements and other Investment
Property constituting a part of the Collateral and, without notice to any
Grantor, transfer to or register in the name of Secured Party or any of its
nominees any or all of the Securities Collateral.  Secured Party or
any Lender or Swap Counterparty may be the purchaser of any or all of the
Collateral at any such sale and Secured Party, as agent for and representative
of Lenders and Swap Counterparties (but not any Lender or Swap Counterparty in
its individual capacity unless Requisite Obligees shall otherwise agree in
writing), shall be entitled, for the purpose of bidding and making settlement or
payment of the purchase price for all or any portion of the Collateral sold at
any such public sale, to use and apply any of the Secured Obligations as a
credit on account of the purchase price for any Collateral payable by Secured
Party at such sale.  Each purchaser at any such sale shall hold the
property sold absolutely free from any claim or right on the part of any
Grantor, and each Grantor hereby waives (to the extent permitted by applicable
law) all rights of redemption, stay and/or appraisal which it now has or may at
any time in the future have under any rule of law or statute now existing or
hereafter enacted.  Each Grantor agrees that, to the extent notice of
sale shall be required by law, at least ten days’ notice to such Grantor of the
time and place of any public sale or the time after which any private sale is to
be made shall constitute reasonable notification.  Secured Party shall
not be obligated to make any sale of Collateral regardless of notice of sale
having been given.  Secured Party may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it
was so adjourned.  Each Grantor hereby waives any claims against
Secured Party arising by reason of the fact that the price at which any


     

    
      
        
        

      

      
        
          XV-15                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    Collateral
may have been sold at such a private sale was less than the price which might
have been obtained at a public sale, even if Secured Party accepts the first
offer received and does not offer such Collateral to more than one
offeree.  If the proceeds of any sale or other disposition of the
Collateral are insufficient to pay all the Secured Obligations, Grantors shall
be jointly and severally liable for the deficiency and the fees of any attorneys
employed by Secured Party to collect such deficiency.  Each Grantor
further agrees that a breach of any of the covenants contained in this Section
14 will cause irreparable injury to Secured Party, that Secured Party has no
adequate remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section shall be specifically
enforceable against such Grantor, and each Grantor hereby waives and agrees not
to assert any defenses against an action for specific performance of such
covenants except for a defense that no default has occurred giving rise to the
Secured Obligations becoming due and payable prior to their stated
maturities.

     

    (b) Securities
Collateral.  Each Grantor recognizes that, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws, Secured Party may be compelled, with respect to any sale of all or any
part of the Securities Collateral conducted without prior registration or
qualification of such Securities Collateral under the Securities Act and/or such
state securities laws, to limit purchasers to those who will agree, among other
things, to acquire the Securities Collateral for their own account, for
investment and not with a view to the distribution or resale
thereof.  Each Grantor acknowledges that any such private placement
may be at prices and on terms less favorable than those obtainable through a
sale without such restrictions (including an offering made pursuant to a
registration statement under the Securities Act) and, notwithstanding such
circumstances, each Grantor agrees that any such private placement shall not be
deemed, in and of itself, to be commercially unreasonable and that Secured Party
shall have no obligation to delay the sale of any Securities Collateral for the
period of time necessary to permit the issuer thereof to register it for a form
of sale requiring registration under the Securities Act or under applicable
state securities laws, even if such issuer would, or should, agree to so
register it.  If Secured Party determines to exercise its right to
sell any or all of the Securities Collateral, upon written request, each Grantor
shall and shall cause each issuer of any Securities Collateral to be sold
hereunder from time to time to furnish to Secured Party all such information as
Secured Party may request in order to determine the amount of Securities
Collateral that may be sold by Secured Party in exempt transactions under the
Securities Act and the rules and regulations of the Securities and Exchange
Commission thereunder, as the same are from time to time in effect.

     

    SECTION
15. Additional
Remedies for Intellectual Property Collateral.

     

    (a) Anything
contained herein to the contrary notwithstanding, upon the occurrence and during
the continuance of an Event of Default, (i) Secured Party shall have the
right (but not the obligation) to bring suit, in the name of any Grantor,
Secured Party or otherwise, to enforce any Intellectual Property Collateral, in
which event each Grantor shall, at the request of Secured Party, do any and all
lawful acts and execute any and all documents required by Secured Party in aid
of such enforcement and each Grantor shall promptly, upon demand, reimburse and
indemnify Secured Party as provided in subsections 10.2 and 10.3 of the Credit
Agreement and Section 17, as applicable, in connection with the exercise of its
rights under this Section 15, and, to the extent that Secured Party shall elect
not to bring suit to enforce any Intellectual Property Collateral as provided in
this Section, each Grantor agrees to use all 

     

    
      
        
        

      

      
        
          XV-16                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    reasonable
measures, whether by action, suit, proceeding or otherwise, to prevent the
infringement of any of the Intellectual Property Collateral by others and for
that purpose agrees to use its commercially reasonable judgment in maintaining
any action, suit or proceeding against any Person so infringing reasonably
necessary to prevent such infringement; (ii) upon written demand from
Secured Party, each Grantor shall execute and deliver to Secured Party an
assignment or assignments of the Intellectual Property Collateral and such other
documents as are necessary or appropriate to carry out the intent and purposes
of this Agreement; (iii) each Grantor agrees that such an assignment and/or
recording shall be applied to reduce the Secured Obligations outstanding only to
the extent that Secured Party (or any Lender) receives cash proceeds in respect
of the sale of, or other realization upon, the Intellectual Property Collateral;
and (iv) within five Business Days after written notice from Secured Party,
each Grantor shall make available to Secured Party, to the extent within such
Grantor’s power and authority, such personnel in such Grantor’s employ as
Secured Party may reasonably designate, by name, title or job responsibility, to
permit such Grantor to continue, directly or indirectly, to produce, advertise
and sell the products and services sold or delivered by such Grantor under or in
connection with the Trademarks, Trademark Registrations and Trademark Rights,
such persons to be available to perform their prior functions on Secured Party’s
behalf and to be compensated by Secured Party at such Grantor’s expense on a per
diem, pro-rata basis consistent with the salary and benefit structure applicable
to each as of the date of such Event of Default.

     

    (b) If
(i) an Event of Default shall have occurred and, by reason of cure, waiver,
modification, amendment or otherwise, no longer be continuing, (ii) no
other Event of Default shall have occurred and be continuing, (iii) an
assignment to Secured Party of any rights, title and interests in and to the
Intellectual Property Collateral shall have been previously made, and
(iv) the Secured Obligations shall not have become immediately due and
payable, upon the written request of any Grantor, Secured Party shall promptly
execute and deliver to such Grantor such assignments as may be necessary to
reassign to such Grantor any such rights, title and interests as may have been
assigned to Secured Party as aforesaid, subject to any disposition thereof that
may have been made by Secured Party; provided, after giving effect to such
reassignment, Secured Party’s security interest granted pursuant hereto, as well
as all other rights and remedies of Secured Party granted hereunder, shall
continue to be in full force and effect; and provided further, the rights, title
and interests so reassigned shall be free and clear of all Liens other than
Liens (if any) encumbering such rights, title and interest at the time of their
assignment to Secured Party and Permitted Encumbrances.

     

    SECTION
16. Application
of Proceeds.

     

    Except as
expressly provided elsewhere in this Agreement, all proceeds received by Secured
Party in respect of any sale of, collection from, or other realization upon all
or any part of the Collateral shall be applied as provided in subsection 2.4D of
the Credit Agreement.

     

    SECTION
17. Indemnity
and Expenses.

     

    (a) Grantors
jointly and severally agree to indemnify Secured Party, each Lender and each
Swap Counterparty from and against any and all claims, losses and liabilities in
any way relating to, growing out of or resulting from this Agreement and the
transactions contemplated hereby (including enforcement of this Agreement),
except to the extent such claims, losses or liabilities result solely from
Secured Party’s or such Lender’s or Swap 

     

    
      
        
        

      

      
        
          XV-17                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    Counterparty’s
gross negligence or willful misconduct as finally determined by a court of
competent jurisdiction.

     

    (b) Grantors
jointly and severally agree to pay to Secured Party upon demand the amount of
any and all costs and expenses in accordance with subsection 10.2 of the Credit
Agreement.

     

    (c) The
obligations of Grantors in this Section 17 shall (i) survive the
termination of this Agreement and the discharge of Grantors’ other obligations
under this Agreement, the Lender Swap Agreements, the Credit Agreement and the
other Loan Documents and (ii), as to any Grantor that is a party to a Subsidiary
Guaranty, be subject to the provisions of Section 1(b) thereof.

     

    
      SECTION 18. Continuing
Security Interest; Transfer of Loans; Termination and
Release.

    

    
    

     

    (a) This
Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect until the payment in full of the
Secured Obligations (other than Unasserted Obligations), the cancellation or
termination of the Commitments and the cancellation or expiration of all
outstanding Letters of Credit (or the securing of reimbursement Obligations in
respect thereof with cash collateral or letters of credit in a manner
satisfactory to Secured Party), (ii) be binding upon Grantors and their
respective successors and assigns, and (iii) inure, together with the
rights and remedies of Secured Party hereunder, to the benefit of Secured Party
and its successors, transferees and assigns.  Without limiting the
generality of the foregoing clause (iii), (A) but subject to the provisions of
subsection 10.1 of the Credit Agreement, any Lender may assign or otherwise
transfer any Loans held by it to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to
Lenders herein or otherwise and (B) any Swap Counterparty may assign or
otherwise transfer any Lender Swap Agreement to which it is a party to any other
Person in accordance with the terms of such Lender Swap Agreement, and such
other Person shall thereupon become vested with all the benefits in respect
thereof granted to Swap Counterparties herein or otherwise.

     

    (b) Upon the
payment in full of all Secured Obligations (other than Unasserted Obligations),
the cancellation or termination of the Commitments and the cancellation or
expiration of all outstanding Letters of Credit (or the securing of
reimbursement Obligations in respect thereof with cash collateral or letters of
credit in a manner satisfactory to Secured Party), the security interest granted
hereby (other than with respect to any cash collateral in respect of Letters of
Credit) shall terminate and all rights to the Collateral shall revert to the
applicable Grantors.  Upon any such termination Secured Party will, at
Grantors’ expense, execute and deliver to Grantors such documents as Grantors
shall reasonably request to evidence such termination.  In addition,
upon the proposed sale or other disposition of any Collateral by a Grantor to
any Person (other than an Affiliate of Company) in accordance with the Credit
Agreement for which such Grantor desires a security interest release from
Secured Party, such a release may be obtained pursuant to the provisions of
subsection 10.14 of the Credit Agreement.

     


    
      
        
          XV-18                                   Security
Agreement

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SECTION
19. Secured
Party as Agent.

     

    (a) Secured
Party has been appointed to act as Secured Party hereunder by Lenders and, by
their acceptance of the benefits hereof, Swap Counterparties.  Secured
Party shall be obligated, and shall have the right hereunder, to make demands,
to give notices, to exercise or refrain from exercising any rights, and to take
or refrain from taking any action (including the release or substitution of
Collateral), solely in accordance with this Agreement and the Credit Agreement;
provided that Secured Party shall exercise, or refrain from exercising, any
remedies provided for in Section 14 in accordance with the instructions of
Requisite Obligees.  In furtherance of the foregoing provisions of
this Section 19(a), each Swap Counterparty, by its acceptance of the
benefits hereof, agrees that it shall have no right individually to realize upon
any of the Collateral hereunder, it being understood and agreed by such Swap
Counterparty that all rights and remedies hereunder may be exercised solely by
Secured Party for the benefit of Lenders and Swap Counterparties in accordance
with the terms of this Section 19(a).

     

    (b) Secured
Party shall at all times be the same Person that is Administrative Agent under
the Credit Agreement.  Written notice of resignation by Administrative
Agent pursuant to subsection 9.5 of the Credit Agreement shall also constitute
notice of resignation as Secured Party under this Agreement; and appointment of
a successor Administrative Agent pursuant to subsection 9.5 of the Credit
Agreement shall also constitute appointment of a successor Secured Party under
this Agreement.  Upon the acceptance of any appointment as
Administrative Agent under subsection 9.5 of the Credit Agreement by a successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Secured Party under this Agreement, and the retiring Secured
Party under this Agreement shall promptly (i) transfer to such successor
Secured Party all sums, securities and other items of Collateral held hereunder,
together with all records and other documents necessary or appropriate in
connection with the performance of the duties of the successor Secured Party
under this Agreement, and (ii) execute (if necessary) and deliver to such
successor Secured Party such amendments to financing statements, and take such
other actions, as may be necessary or appropriate in connection with the
assignment to such successor Secured Party of the security interests created
hereunder, whereupon such retiring Secured Party shall be discharged from its
duties and obligations under this Agreement.  After any retiring
Administrative Agent’s resignation hereunder as Secured Party, the provisions of
this Agreement shall inure to its benefit as to any actions taken or omitted to
be taken by it under this Agreement while it was Secured Party
hereunder.

     

    (c) Secured
Party shall not be deemed to have any duty whatsoever with respect to any Swap
Counterparty until it shall have received written notice in form and substance
satisfactory to Secured Party from a Grantor or the Swap Counterparty as to the
existence and terms of the applicable Lender Swap Agreement.

     

    SECTION
20. Additional
Grantors.

     

    The
initial Grantors hereunder shall be Company and such of the Subsidiaries of
Company as are signatories hereto on the date hereof.  From time to
time subsequent to the date hereof, additional Subsidiaries of Company may
become Additional Grantors, by executing a Counterpart.  Upon delivery
of any such Counterpart to Secured Party, notice of which is hereby


     

    
      
        
        

      

      
        
          XV-19                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    waived by
Grantors, each such Additional Grantor shall be a Grantor and shall be as fully
a party hereto as if such Additional Grantor were an original signatory
hereto.  Each Grantor expressly agrees that its obligations arising
hereunder shall not be affected or diminished by the addition or release of any
other Grantor hereunder, nor by any election of Secured Party not to cause any
Subsidiary of Company to become an Additional Grantor hereunder.  This
Agreement shall be fully effective as to any Grantor that is or becomes a party
hereto regardless of whether any other Person becomes or fails to become or
ceases to be a Grantor hereunder.

     

    SECTION
21. Amendments;
Etc.

     

    No
amendment, modification, termination or waiver of any provision of this
Agreement, and no consent to any departure by any Grantor therefrom, shall in
any event be effective unless the same shall be in writing and signed by Secured
Party and, in the case of any such amendment or modification, by Grantors; provided this
Agreement may be modified by the execution of a Counterpart by an Additional
Grantor in accordance with Section 20 and Grantors hereby waive any requirement
of notice of or consent to any such amendment.  Any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given.

     

    SECTION
22. Notices.

     

    Any
notice or other communication herein required or permitted to be given shall be
in writing and may be personally served or sent by telefacsimile or United
States mail or courier service and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of telefacsimile, or
three Business Days after depositing it in the United States mail with postage
prepaid and properly addressed; provided that notices
to Secured Party shall not be effective until received.  For the
purposes hereof, the address of each party hereto shall be as provided in
subsection 10.8 of the Credit Agreement or, in the case of Secured Party, as set
forth under Secured Party’s name on the signature page hereof, and, in the case
of each Grantor, as set forth on Schedule A annexed
hereto, or such other address as shall be designated by such party in a written
notice delivered to the other parties hereto.

     

    SECTION
23. Failure
or Indulgence Not Waiver; Remedies Cumulative.

     

    No
failure or delay on the part of Secured Party in the exercise of any power,
right or privilege hereunder shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude any
other or further exercise thereof or of any other power, right or
privilege.  All rights and remedies existing under this Agreement are
cumulative to, and not exclusive of, any rights or remedies otherwise
available.

     

    SECTION
24. Severability.

     

    In case
any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired
thereby.

     


    
      
        
          XV-20                                   Security
Agreement

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SECTION
25. Headings.

     

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

     

    SECTION
26. Governing
Law; Rules of Construction.

     

    THIS
AGREEMENT 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 SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES, EXCEPT TO THE EXTENT THAT THE UCC PROVIDES THAT THE
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT
OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
THAN THE STATE OF NEW YORK, IN WHICH CASE THE LAWS OF SUCH JURISDICTION SHALL
GOVERN WITH RESPECT TO THE PERFECTION OF THE SECURITY INTEREST IN, OR THE
REMEDIES WITH RESPECT TO, SUCH PARTICULAR COLLATERAL.  The rules of
construction set forth in subsection 1.3 of the Credit Agreement shall be
applicable to this Agreement mutatis
mutandis.

     

    SECTION
27. Consent
to Jurisdiction and Service of Process.

     

    ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GRANTOR ARISING OUT OF OR RELATING TO
THIS AGREEMENT, OR ANY OBLIGATIONS HEREUNDER, MAY BE BROUGHT IN ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW
YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH GRANTOR, FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (I) ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS; (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;
(III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH
COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO
SUCH GRANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 22;
(IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO
CONFER PERSONAL JURISDICTION OVER SUCH GRANTOR IN ANY SUCH PROCEEDING IN ANY
SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT; (V) AGREES THAT SECURED PARTY RETAINS THE RIGHT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST SUCH
GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION; AND (VI) AGREES THAT THE
PROVISIONS OF THIS SECTION 27 RELATING TO JURISDICTION AND VENUE SHALL BE
BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

     


    
      
        
          
            XV-21                                   Security
Agreement

          

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SECTION
28. Waiver of
Jury Trial.

     

    GRANTORS
AND SECURED PARTY HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL
ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS.  EACH GRANTOR AND SECURED PARTY ACKNOWLEDGE THAT THIS WAIVER
IS A MATERIAL INDUCEMENT FOR GRANTORS AND SECURED PARTY TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT GRANTORS AND SECURED PARTY HAVE ALREADY RELIED ON THIS WAIVER
IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THIS
WAIVER IN THEIR RELATED FUTURE DEALINGS.  EACH GRANTOR AND SECURED
PARTY FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS
LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS
SECTION 28 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT.  In the event of litigation, this Agreement may be
filed as a written consent to a trial by the court.

     

    SECTION
29. Counterparts.

     

    This
Agreement may be executed in one or more 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.

     

    SECTION
30. Definitions.

     

    (a) Each
capitalized term utilized in this Agreement that is not defined in the Credit
Agreement or in this Agreement, but that is defined in the UCC, including the
categories of Collateral listed in Section 1, shall have the meaning set forth
in Articles 1, 8 or 9 of the UCC.

     

    (b) In
addition, the following terms used in this Agreement shall have the following
meanings:

     

    “Additional Grantor” means a
Subsidiary of Company that becomes a party hereto after the date hereof as an
additional Grantor by executing a Counterpart.

     

    “Agreement” means this Security
Agreement dated as of November 15, 2007.

     


    
      
        
          XV-22                                   Security
Agreement

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    “Assigned Agreements” means,
with respect to any Grantor, the agreements set forth on Schedule 14
annexed hereto, as each such agreement may be amended, restated, supplemented or
otherwise modified from time to time, including (a) all rights of such
Grantor to receive moneys due or to become due under or pursuant to the Assigned
Agreements, (b) all rights of such Grantor to receive proceeds of any
Supporting Obligations with respect to the Assigned Agreements, (c) all
claims of such Grantor for damages arising out of any breach of or default under
the Assigned Agreements, and (d) all rights of such Grantor to terminate,
amend, supplement, modify or exercise rights or options under the Assigned
Agreements, to perform thereunder and to compel performance and otherwise
exercise all remedies thereunder.

     

    “Collateral” has the meaning
set forth in Section 1.

     

    “Company” has the meaning set
forth in the introduction to this Agreement.

     

    “Copyright Registrations” means all copyright
registrations issued to any Grantor and applications for copyright registration
that have been or may hereafter be issued or applied for thereon in the United
States and any state thereof and in foreign countries (including the
registrations set forth on Schedule 9
annexed hereto, as the same may be amended pursuant hereto from time to
time).

     

    “Copyright Rights” means all
common law and other rights in and to the Copyrights in the United States and
any state thereof and in foreign countries including all copyright licenses (but
with respect to such copyright licenses, only to the extent permitted by such
licensing arrangements), the right (but not the obligation) to renew and extend
Copyright Registrations and any such rights and to register works protectable by
copyright and the right (but not the obligation) to sue in the name of any
Grantor or in the name of Secured Party or Lenders for past, present and future
infringements of the Copyrights and any such rights.

     

    “Copyrights” means all items under
copyright in various published and unpublished works of authorship including
computer programs, computer data bases, other computer software layouts, trade
dress, drawings, designs, writings, and formulas (including the registered works
or applications for registration set forth on Schedule 9
annexed hereto, as the same may be amended pursuant hereto from time to
time).

     

    “Counterpart” means a
counterpart to this Agreement, substantially in the form of Exhibit VI annexed
hereto, entered into by a Subsidiary of Company pursuant to Section
20.

     

    “Credit Agreement” has the meaning set
forth in the Preliminary Statements of this Agreement.

     

    “Equity Interests” means all
shares of stock, partnership interests, interests in Joint Ventures, limited
liability company interests and all other equity interests in a Person, whether
such stock or interests are classified as Investment Property or General
Intangibles under the UCC.

     

    “Event of Default” means any
Event of Default as defined in the Credit Agreement or, after payment in full of
all Obligations under the Credit Agreement and the other Loan Documents, the
cancellation or expiration of all Letters of Credit and the termination of the


     

    
      
        
        

      

      
        
          XV-23                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    Commitments,
the occurrence of an Early Termination Date (as defined in a Master Agreement in
the form prepared by the International Swap and Derivatives Association, Inc. or
a similar event under any similar swap agreement) under any Lender Swap
Agreement.

     

    “Grant” means a Grant of
Trademark Security Interest, substantially in the form of Exhibit I annexed
hereto, and a Grant of Patent Security Interest, substantially in the form of
Exhibit II
annexed hereto, and a Grant of Copyright Security Interest, substantially in the
form of Exhibit
III annexed hereto.

     

    “Grantor” and “Grantors” have the meanings
set forth in the introduction to this Agreement.

     

    “Intellectual Property
Collateral” means, with respect to any Grantor all right, title and
interest (including rights acquired pursuant to a license or otherwise but only
to the extent permitted by agreements governing such license or other use) in
and to all

     

    (a) Copyrights,
Copyright Registrations and Copyright Rights, including each of the Copyrights,
rights, titles and interests in and to the Copyrights, all derivative works and
other works protectable by copyright, which are presently, or in the future may
be, owned, created (as a work for hire for the benefit of such Grantor),
authored (as a work for hire for the benefit of such Grantor), or acquired by
such Grantor, in whole or in part, and all Copyright Rights with respect thereto
and all Copyright Registrations therefor, heretofore or hereafter granted or
applied for, and all renewals and extensions thereof, throughout the
world;

     

    (b) Patents;

     

    (c) Trademarks,
Trademark Registrations, the Trademark Rights and goodwill of such Grantor’s
business symbolized by the Trademarks and associated therewith;

     

    (d) all trade
secrets, trade secret rights, know-how, customer lists, processes of production,
ideas, confidential business information, techniques, processes, formulas, and
all other proprietary information; and

     

    (e) all
proceeds thereof (such as, by way of example and not by limitation, license
royalties and proceeds of infringement suits).

     

    “IP Supplement” means an IP
Supplement, substantially in the form of Exhibit V
annexed hereto.

     

    “Lender Swap Agreement” means an Interest Rate
Agreement, Currency Agreement or other swap agreement between Company or a
Subsidiary of Company and a Swap Counterparty.

     

    “Lenders” has the meaning set
forth in the introduction to this Agreement.

     

    “Patents” means all patents and
patent applications and rights and interests in patents and patent applications
under any domestic or foreign law that are presently, or in the future may be,
owned or held by a Grantor and all patents and patent applications and rights,
title and interests in patents and patent applications under any domestic or
foreign law that are presently, or in the future may be, owned by such Grantor
in whole or in part (including the patents and patent 

     

    
      
        
        

      

      
        
          XV-24                                   Security
Agreement

        

        
          

        

      

      
        List of Exhibits

      

    

     

    applications
set forth on Schedule
8 annexed hereto), all rights (but not obligations) corresponding thereto
to sue for past, present and future infringements and all re-issues, divisions,
continuations, renewals, extensions and continuations-in-part
thereof.

     

    “Pledged Equity” means all Equity
Interests now or hereafter owned by a Grantor, including all securities
convertible into, and rights, warrants, options and other rights to purchase or
otherwise acquire, any of the foregoing, including those owned on the date
hereof and set forth on Schedule 6
annexed hereto, the certificates or other instruments representing any of the
foregoing and any interest of such Grantor in the entries on the books of any
securities intermediary pertaining thereto and all distributions, dividends and
other property received, receivable or otherwise distributed in respect of or
exchanged therefor, but excluding any Equity Interests and Pledged Collateral
described in the last paragraph of Section 1.

     

    “Pledge Supplement” means a Pledge
Supplement, in substantially the form of Exhibit IV
annexed hereto, in respect of the additional Pledged Equity pledged pursuant to
this Agreement.

     

    “Requisite Obligees” means
either (i) Requisite Lenders or (ii), after payment in full of all Obligations
under the Credit Agreement and the other Loan Documents, the cancellation or
expiration of all Letters of Credit and the termination of the Commitments, the
holders of a majority of (A) the aggregate notional amount under all Lender Swap
Agreements (including Lender Swap Agreements that have been terminated) or (B),
if all Lender Swap Agreements have been terminated in accordance with their
terms, the aggregate amount then due and payable (exclusive of expenses and
similar payments but including any early termination payments then due) under
such Lender Swap Agreements.

     

    “Secured Obligations” has the
meaning set forth in Section 2.

     

    “Secured Party” has the meaning
set forth in the introduction to this Agreement.

     

    “Securities Collateral” means, with respect to
any Grantor, the Pledged Equity and any other Investment Property in which such
Grantor has an interest.

     

    “Security” has the meaning set
forth in the UCC.

     

    “Subsidiary Grantor” and “Subsidiary Grantors” have the
meanings set forth in the introduction to this Agreement.

     

    “Swap Counterparty” means a Person that
enters into a swap agreement with Company or a Subsidiary and is a Lender or an
Affiliate of a Lender at the time such agreement is entered into.

     

    “Trademark Registrations” means
all registrations that have been or may hereafter be issued or applied for
thereon in the United States and any state thereof and in foreign countries
(including the registrations and applications set forth on Schedule 7
annexed hereto).

     


    
      
        
          XV-25                                   Security
Agreement

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    “Trademark Rights” means all common law and
other rights (but in no event any of the obligations) in and to the Trademarks
in the United States and any state thereof and in foreign
countries.

     

    “Trademarks” means all trademarks,
service marks, designs, logos, indicia, tradenames, trade dress, corporate
names, company names, business names, fictitious business names, trade styles
and/or other source and/or business identifiers and applications pertaining
thereto, owned by a Grantor, or hereafter adopted and used, in its business
(including the trademarks specifically set forth on Schedule 7
annexed hereto).

     

    “UCC” means the Uniform
Commercial Code, as it exists on the date of this Agreement or as it may
hereafter be amended, in the State of New York.

     

    SECTION
31. Schedules
and Certificates by
Non-Material Subsidiary Guarantors.

     

    Notwithstanding
anything to the contrary in this Agreement, no Non-Material Subsidiary Guarantor
shall be required to deliver (a) any Schedule to be annexed hereto on the date
hereof or (b) any certificates representing certificated Securities of the
Subsidiaries of such Non-Material Subsidiary Guarantor (other than Material
Domestic Subsidiaries and Material Foreign Subsidiaries) or accompanying
instruments of assignment as required by Section 4(b)(ii), and each Non-Material
Subsidiary Guarantor shall deliver each such Schedule, certificate and
accompanying instrument of assignment in accordance with subsection 6.10D of the
Credit Agreement.

     

    [Remainder
of page intentionally left blank]

    



    
      
        
          
            XV-26                                   Security
Agreement

          

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    IN WITNESS WHEREOF, Grantors
and Secured Party have caused this Agreement to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first
written above.

     

    
      
        	
              	URS
CORPORATION	 
	 	 	 	 
	
                 

              	 	
                 

              	
                By:
      

              	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	 	 	 
	 	Notice
      Address:  See Schedule A
      annexed hereto
	 	 	 
	 	 	 


      

      
        	
              	Each of the entities listed on
      Schedule A annexed
      hereto	 
	 	 	 	 
	
                 

              	 	
                 

              	
                By:
      

              	 	 
	 	 	on
      behalf of each of the entities	 
	 	 	on
      Schedule A annexed
      hereto	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 


      

    

     

     


    
      
        
          XV-SIGNATURE
PAGE-1                               Security
Agreement

        

      

      
        
          

        

      

      
        List of Exhibits

      

    

     

    
      	
            	
              WELLS FARGO BANK, NATIONAL
      ASSOCIATION, as Administrative
      Agent, as Secured Party

            	 
	 	 	 	 
	
               

            	 	
               

            	
              By:
      

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	 	Notice
      Address:




     


    
      
        
          XV-SIGNATURE
PAGE-2                               Security
Agreement

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
A

    TO

    SECURITY
AGREEMENT

    


    Name                                                                                                    Notice Address for each
Grantor

    


    


    


    


    



    
      
        
          XV-SCHEDULE A-1                                Security
Agreement

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
1

    TO

    SECURITY
AGREEMENT

     

    Commercial Tort
Claims

     


    
      
        
          XV-SCHEDULE 1-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
2

    TO

    SECURITY
AGREEMENT

     

    Filing
Offices

     

    Grantor                                                                                                        Filing
Offices

    



    
      
        
          XV-SCHEDULE 2-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
3

    TO

    SECURITY
AGREEMENT

     

    Office Locations, Type and
Jurisdiction of Organization

     

    
      	
              Name of Grantor

            	 	
              Type
      of

              Organization

            	 	
              Office Locations1

            	 	
              Jurisdiction

              of Organization

            	 	
              Organization

              Number

            
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      


    

    


    


    
      

      
        	
                1

              	
                
                  List
      principal place of business, chief executive office and office where
      records regarding Accounts, Intellectual Property and Chattel Paper are
      kept.

                

              


      

    

     

    
      
        
          XV-SCHEDULE 3-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
4

    TO

    SECURITY
AGREEMENT

     

    Locations of Equipment and
Inventory

    


    
      	
              Name of Grantor

            	 	
              Locations of Equipment and
      Inventory

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      


    


    
      
        
          XV-SCHEDULE 4-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
5

    TO

    SECURITY
AGREEMENT

     

    Other
Names

    


    
      	
              Name of Grantor

            	 	
              Other Names

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      


    

    


    


    


    


    


    


    



    
      
        
          XV-SCHEDULE 5-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
6

    TO

    SECURITY
AGREEMENT

     

    Pledged
Equity

     

    
      	
               

               

              Equity
      Issuer

            	
              Class

              of

              Equity

            	
               

              Equity

              Certificate
      Nos.

            	
               

              Par

              Value

            	
               

              Amount
      of

              Equity
      Interests

            	
              Percentage
      of

              Outstanding

              Equity
      Pledged

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

    


     


    
      
        
          XV-SCHEDULE 6-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
7

    TO

    SECURITY
AGREEMENT

     

    Trademarks

     

    


    U.S.
Trademarks:

    
      	
               

               

              Registered Owner

            	 	
               

              Trademark

              Description

            	 	
               

              Registration

              Number

            	 	
               

              Registration

              Date

            
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      


    

    


    Foreign
Trademarks:

    
      	
               

               

              Registered Owner

            	 	
               

              Trademark

              Description

            	 	
               

              Registration

              Number

            	 	
               

              Registration

              Date

            
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      


    

    



    
      
        
          
            XV-SCHEDULE 7-1

          

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
8

    TO

    SECURITY
AGREEMENT

     

    Patents

     

    U.S. Patents
Issued:

     

    
      
        	
                Patent
      No.

              	 	
                Issue
      Date

              	 	
                Title

              	 	
                Inventor(s)

              


      

      


    

     

     

     

    U.S. Patents
Pending:

     

    
      	 
      	
              Date

              Filed

            	 	
              Application

              Number

            	 	
               

              Title

            	 	
               

              Inventor(s)

            


    

    


     

    


     

    Foreign Patents
Issued:

     

    
      	Country	 	
              Patent
      No.

            	 	
              Issue
      Date

            	 	
              Title

            	 	
              Inventor(s)

            


    

     

     

     

     

     

     

     

    Foreign Patents
Pending:

     

    
      	
               

              Country

            	 	
              Applicant’s

              Name

            	 	
              Date

              Filed

            	 	
              Application

              Number

            	 	
               

              Title

            	 	
               

              Inventor(s)

            


    


    
      
        
          XV-SCHEDULE 8-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
9

    TO

    SECURITY
AGREEMENT

     

    Copyrights

     

    U.S. Copyright
Registrations:

     

    
      	
              Title

            	 	
              Registration
      No.

            	 	
              Date of Issue

            	 	
              Registered
Owner

            


      


    

     

    Foreign Copyright
Registrations:

     

    
      	
              Country

            	 	
              Title

            	 	
              Registration No.

            	 	
              
                Date of
  Issue

              

            


    

     

     

     

     

    Pending U.S. Copyright
Registration Applications:

     

    
      	
              Title

            	 	
              Appl. No.

            	 	
              Date of Application

            	 	
              Copyright
  Claimant

            


      


    

     

     

    Pending Foreign Copyright
Registration Applications:

     

    
      	
              Country

            	 	
              Title

            	 	
              Appl. No.

            	 	
              
                Date of
  Application

              

            


    

     

     

    



    
      
        
          
            XV-SCHEDULE 9-1

          

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
10

    TO

    SECURITY
AGREEMENT

    


    Deposit Accounts, Securities
Accounts, Commodity Accounts

    


    


    
      	
              Type of Account

            	 	
              Depository
      Bank or Securities
      Intermediary

            	 	
              Address
      of Depository Bank or Securities
      Intermediary

            	 	
              Account Number

            
	 
      	 	 
      	 	 
      	 	 
      


    

    


    



    
      
        
          XV-SCHEDULE 10-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
11

    TO

    SECURITY
AGREEMENT

    


    Chattel
Paper


    
      
        
          XV-SCHEDULE 11-1

        

        
        

      

      
         


        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
12

    TO

    SECURITY
AGREEMENT

    


    Letter-of-Credit
Rights


    
      
        
          XV-SCHEDULE 12-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
13

    TO

    SECURITY
AGREEMENT

    


    Documents


    
      
        
          XV-SCHEDULE 13-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
14 TO

    SECURITY
AGREEMENT

     

    Assigned
Agreements

    



    
      
        
          XV-SCHEDULE 14-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT I
TO

    SECURITY
AGREEMENT

     

    [FORM
OF GRANT OF TRADEMARK SECURITY INTEREST]

     

    GRANT
OF TRADEMARK SECURITY INTEREST

     

    WHEREAS, [NAME OF GRANTOR], a
___________ corporation (“Grantor”), owns and uses in
its business, and will in the future adopt and so use, various intangible
assets, including the Trademark Collateral (as defined below); and

     

    WHEREAS, URS Corporation, a
Delaware corporation (“Company”), has entered into a
Credit Agreement dated as of November 15, 2007 (said Credit Agreement, as it may
heretofore have been and as it may hereafter be further amended, restated,
supplemented or otherwise modified from time to time, being the “Credit Agreement”) with the
financial institutions party thereto from time to time (collectively, together
with their respective successors and assigns party to the Credit Agreement from
time to time, the “Lenders”), Morgan Stanley
Senior Funding, Inc., as a Joint-Lead Arranger and Syndication Agent for
Lenders, Wells Fargo Bank, National Association, as a Joint-Lead Arranger and
Administrative Agent for Lenders (in such capacity “Secured Party”) and Bank of
America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
Co-Documentation Agents for Lenders, pursuant to which Lenders have made certain
commitments, subject to the terms and conditions set forth in the Credit
Agreement, to extend certain credit facilities to Company; and

     

    WHEREAS, Company may from time
to time enter, or may from time to time have entered, into one or more swap
agreements (collectively, the “Lender Swap Agreements”) with
one or more Persons that are Lenders or Affiliates of Lenders at the time such
Lender Swap Agreements are entered into (in such capacity, collectively, “Swap Counterparties”);
and

     

    [Insert
if Grantor is a Subsidiary:] [WHEREAS, Grantor has executed
and delivered that certain Subsidiary Guaranty dated as of November 15, 2007 in
favor of Secured Party for the benefit of Lenders and any Swap Counterparties,
pursuant to which Grantor has guarantied the prompt payment and performance when
due of all obligations of Company under the Credit Agreement and the other Loan
Documents and all obligations of Company under the Lender Swap Agreements,
including the obligation of Company to make payments thereunder in the event of
early termination thereof; and]

     

    WHEREAS, pursuant to the terms
of a Security Agreement dated as of November 15, 2007 (said Security Agreement,
as it may heretofore have been and as it may hereafter be further amended,
restated, supplemented or otherwise modified from time to time, being the “Security Agreement”), among
Grantor, Secured Party and the other grantors named therein, Grantor has created
in favor of Secured Party a security interest in, and Secured Party has become a
secured creditor with respect to, the Trademark Collateral;

     

    NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, subject to the terms and conditions of the Security Agreement, to
evidence further the security interest granted by Grantor to 

     

    
      
        
        

      

      
        XV-I-1

        
          

        

      

      
        List of Exhibits

      

    

     

    Secured
Party pursuant to the Security Agreement, Grantor hereby grants to Secured Party
a security interest in all of Grantor’s right, title and interest in and to the
following, in each case whether now or hereafter existing or in which Grantor
now has or hereafter acquires an interest and wherever the same may be located
(the “Trademark
Collateral”):

     

    (i)           all
rights, title and interest (including rights acquired pursuant to a license or
otherwise) in and to all trademarks, service marks, designs, logos, indicia,
tradenames, trade dress, corporate names, company names, business names,
fictitious business names, trade styles and/or other source and/or business
identifiers and applications pertaining thereto, owned by such Grantor, or
hereafter adopted and used, in its business (including the trademarks set forth
on Schedule A
annexed hereto) (collectively, the “Trademarks”), all
registrations that have been or may hereafter be issued or applied for thereon
in the United States and any state thereof and in foreign countries (including
the registrations and applications set forth on Schedule A
annexed hereto), all common law and other rights (but in no event any of the
obligations) in and to the Trademarks in the United States and any state thereof
and in foreign countries, and all goodwill of such Grantor’s business symbolized
by the Trademarks and associated therewith; and

     

    (ii)           all
proceeds, products, rents and profits of or from any and all of the foregoing
Trademark Collateral and, to the extent not otherwise included, all payments
under insurance (whether or not Secured Party is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Trademark
Collateral.  For purposes of this Grant of Trademark Security
Interest, the term “proceeds” includes whatever is
receivable or received when Trademark Collateral or proceeds are sold, licensed,
exchanged, collected or otherwise disposed of, whether such disposition is
voluntary or involuntary.

     

    Grantor
does hereby further acknowledge and affirm that the rights and remedies of
Secured Party with respect to the security interest in the Trademark Collateral
granted hereby are more fully set forth in the Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth
herein.

     

    [The
remainder of this page is intentionally left blank.]


    
      
        
          XV-I-2

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    IN WITNESS WHEREOF, Grantor
has caused this Grant of Trademark Security Interest to be duly executed and
delivered by its officer thereunto duly authorized as of the __ day of _______,
_____.

     

    
      
        	 	[NAME OF
    GRANTOR]	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:	 	 
	 	 	Title: 	 	 
	 	 	 	 


      

    

     

                        

    



    
      
        XV-I-3

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
A

    TO

    GRANT
OF TRADEMARK SECURITY INTEREST

    


    
      	
              Owner

            	 	
              Trademark

              Description

            	 	
              Registration/Appl.

              Number

            	 	
              Registration/Appl.

              Date

            
	 
      	 	 
      	 	 
      	 	 
      


    

    



    
      
        XV-I-A-1

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT
II TO

    SECURITY
AGREEMENT

     

    [FORM
OF GRANT OF PATENT SECURITY INTEREST]

     

    GRANT
OF PATENT SECURITY INTEREST

     

    WHEREAS, [NAME OF GRANTOR], a
___________ corporation (“Grantor”), owns and uses in
its business, and will in the future adopt and so use, various intangible
assets, including the Patent Collateral (as defined below); and

     

    WHEREAS, URS Corporation, a
Delaware corporation (“Company”), has entered into a
Credit Agreement dated as of November 15, 2007 (said Credit Agreement, as it may
heretofore have been and as it may hereafter be further amended, restated,
supplemented or otherwise modified from time to time, being the “Credit Agreement”) with the
financial institutions party thereto from time to time (collectively, together
with their respective successors and assigns party to the Credit Agreement from
time to time, the “Lenders”), Morgan Stanley
Senior Funding, Inc., as a Joint-Lead Arranger and Syndication Agent for
Lenders, Wells Fargo Bank, National Association, as a Joint-Lead Arranger and
Administrative Agent for Lenders (in such capacity, “Secured Party”) and Bank of
America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
Co-Documentation Agents for Lenders, pursuant to which Lenders have made certain
commitments, subject to the terms and conditions set forth in the Credit
Agreement, to extend certain credit facilities to Company; and

     

    WHEREAS, Company may from time
to time enter, or may from time to time have entered, into one or more swap
agreements (collectively, the “Lender Swap Agreements”) with
one or more Persons that are Lenders or Affiliates of Lenders at the time such
Lender Swap Agreements are entered into (in such capacity, collectively, “Swap Counterparties”);
and

     

    [Insert
if Grantor is a Subsidiary:] [WHEREAS, Grantor has executed
and delivered that certain Subsidiary Guaranty dated as of November 15, 2007 in
favor of Secured Party for the benefit of Lenders and any Swap Counterparties,
pursuant to which Grantor has guarantied the prompt payment and performance when
due of all obligations of Company under the Credit Agreement and the other Loan
Documents and all obligations of Company under the Lender Swap Agreements,
including the obligation of Company to make payments thereunder in the event of
early termination thereof; and]

     

    WHEREAS, pursuant to the terms
of a Security Agreement dated as of November 15, 2007 (said Security Agreement,
as it may heretofore have been and as it may hereafter be further amended,
restated, supplemented or otherwise modified from time to time, being the “Security Agreement”), among
Grantor, Secured Party and the other grantors named therein, Grantor created in
favor of Secured Party a security interest in, and Secured Party has become a
secured creditor with respect to, the Patent Collateral;

     

    NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, subject to the terms and conditions of the Security Agreement, to
evidence further the security interest granted by Grantor to Secured Party
pursuant to the 

     

    
      
        
        

      

      
        XV-II-1

        
          

        

      

      
        List of Exhibits

      

    

     

    Security
Agreement, Grantor hereby grants to Secured Party a security interest in all of
Grantor’s right, title and interest in and to the following, in each case
whether now or hereafter existing or in which Grantor now has or hereafter
acquires an interest and wherever the same may be located (the “Patent
Collateral”):

     

    (i)           all
rights, title and interest (including rights acquired pursuant to a license or
otherwise) in and to all patents and patent applications and rights and
interests in patents and patent applications under any domestic or foreign law
that are presently, or in the future may be, owned or held by such Grantor and
all patents and patent applications and rights, title and interests in patents
and patent applications under any domestic or foreign law that are presently, or
in the future may be, owned by such Grantor in whole or in part (including the
patents and patent applications set forth on Schedule A annexed
hereto), all rights (but not obligations) corresponding thereto to sue for past,
present and future infringements and all re-issues, divisions, continuations,
renewals, extensions and continuations-in-part thereof; and

     

    (ii)           all
proceeds, products, rents and profits of or from any and all of the foregoing
Patent Collateral and, to the extent not otherwise included, all payments under
insurance (whether or not Secured Party is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Patent Collateral.  For
purposes of this Grant of Patent Security Interest, the term “proceeds” includes whatever is
receivable or received when Patent Collateral or proceeds are sold, licensed,
exchanged, collected or otherwise disposed of, whether such disposition is
voluntary or involuntary.

     

    Grantor
does hereby further acknowledge and affirm that the rights and remedies of
Secured Party with respect to the security interest in the Patent Collateral
granted hereby are more fully set forth in the Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth
herein.

     

    [The
remainder of this page intentionally left blank.]


    
      
        XV-II-2

      

      
        
          

        

      

      
        List of Exhibits

      

    


    IN WITNESS WHEREOF, Grantor
has caused this Grant of Patent Security Interest to be duly executed and
delivered by its officer thereunto duly authorized as of the ___ day of
____________, _____.

    
       

      
        
          	 	[NAME OF
    GRANTOR]	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:	 	 
	 	 	Title: 	 	 
	 	 	 	 


        

      

       

    

                          

    



    
      
        XV-II-3

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
A

    TO

    GRANT
OF PATENT SECURITY INTEREST

     

    Patents
Issued:

    


    
      	
              Patent No.

            	 	
              Issue Date

            	 	
              Invention

            	 	
              Inventors

            
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      


    

    


    Patents
Pending:

    


    
      	
              Applicant’s

              Name

            	 	
              Date

              Filed

            	 	
              Application

              Number

            	 	
              Invention

            	 	
              Inventors

            
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      


    

    



    
      
        XV-II-A-1

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT
III TO

    SECURITY
AGREEMENT

     

    [FORM
OF GRANT OF COPYRIGHT SECURITY INTEREST]

     

    GRANT
OF COPYRIGHT SECURITY INTEREST

     

    WHEREAS, [NAME OF GRANTOR], a
___________ corporation (“Grantor”), owns and uses in
its business, and will in the future adopt and so use, various intangible
assets, including the Copyright Collateral (as defined below); and

     

    WHEREAS, URS Corporation, a
Delaware corporation (“Company”), has entered into a
Credit Agreement dated as of November 15, 2007 (said Credit Agreement, as it may
heretofore have been and as it may hereafter be further amended, restated,
supplemented or otherwise modified from time to time, being the “Credit Agreement”) with the
financial institutions party thereto from time to time (collectively, together
with their respective successors and assigns party to the Credit Agreement from
time to time, the “Lenders”), Morgan Stanley
Senior Funding, Inc., as a Joint-Lead Arranger and Syndication Agent for
Lenders, Wells Fargo Bank, National Association, as a Joint-Lead Arranger and
Administrative Agent for Lenders (in such capacity, “Secured Party”) and Bank of
America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
Co-Documentation Agents for Lenders, pursuant to which Lenders have made certain
commitments, subject to the terms and conditions set forth in the Credit
Agreement, to extend certain credit facilities to Company; and

     

    WHEREAS, Company may from time
to time enter, or may from time to time have entered, into one or more swap
agreements (collectively, the “Lender Swap Agreements”) with
one or more Persons that are Lenders or Affiliates of Lenders at the time such
Lender Swap Agreements are entered into (in such capacity, collectively, “Swap Counterparties”);
and

     

    [Insert
if Grantor is a Subsidiary:] [WHEREAS, Grantor has executed
and delivered that certain Subsidiary Guaranty dated as of November 15, 2007 in
favor of Secured Party for the benefit of Lenders and any Swap Counterparties,
pursuant to which Grantor has guarantied the prompt payment and performance when
due of all obligations of Company under the Credit Agreement and the other Loan
Documents and all obligations of Company under the Lender Swap Agreements,
including the obligation of Company to make payments thereunder in the event of
early termination thereof; and]

     

    WHEREAS, pursuant to the terms
of a Security Agreement dated as of November 15, 2007 (said Security Agreement,
as it may heretofore have been and as it may hereafter be further amended,
restated, supplemented or otherwise modified from time to time, being the “Security Agreement”), among
Grantor, Secured Party and the other grantors named therein, Grantor created in
favor of Secured Party a security interest in, and Secured Party has become a
secured creditor with respect to, the Copyright Collateral;

     

    NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, subject to the terms and conditions of the Security Agreement, to
evidence further the security interest granted by Grantor to Secured Party
pursuant to the 

     

    
      
        
        

      

      
        
          XV-III-1

        

        
          

        

      

      
        List of Exhibits

      

    

     

    Security
Agreement, Grantor hereby grants to Secured Party a security interest in all of
Grantor’s right, title and interest in and to the following, in each case
whether now or hereafter existing or in which Grantor now has or hereafter
acquires an interest and wherever the same may be located (the “Copyright
Collateral”):

     

    (i)           all
rights, title and interest (including rights acquired pursuant to a license or
otherwise) under copyright in various published and unpublished works of
authorship including computer programs, computer data bases, other computer
software layouts, trade dress, drawings, designs, writings, and formulas
(including the works set forth on Schedule A
annexed hereto, as the same may be amended pursuant hereto from time to time)
(collectively, the “Copyrights”), all copyright
registrations issued to Grantor and applications for copyright registration that
have been or may hereafter be issued or applied for thereon in the United States
and any state thereof and in foreign countries (including the registrations set
forth on Schedule A
annexed hereto, as the same may be amended pursuant hereto from time to time)
(collectively, the “Copyright
Registrations”), all common law and other rights in and to the Copyrights
in the United States and any state thereof and in foreign countries including
all copyright licenses (but with respect to such copyright licenses, only to the
extent permitted by such licensing arrangements) (the “Copyright Rights”), including
each of the Copyrights, rights, titles and interests in and to the Copyrights,
all derivative works and other works protectable by copyright, which are
presently, or in the future may be, owned, created (as a work for hire for the
benefit of Grantor), authored (as a work for hire for the benefit of Grantor),
or acquired by Grantor, in whole or in part, and all Copyright Rights with
respect thereto and all Copyright Registrations therefor, heretofore or
hereafter granted or applied for, and all renewals and extensions thereof,
throughout the world, including all proceeds thereof (such as, by way of example
and not by limitation, license royalties and proceeds of infringement suits),
the right (but not the obligation) to renew and extend such Copyright
Registrations and Copyright Rights and to register works protectable by
copyright and the right (but not the obligation) to sue in the name of such
Grantor or in the name of Secured Party or Lenders for past, present and future
infringements of the Copyrights and Copyright Rights; and

     

    (ii)           all
proceeds, products, rents and profits of or from any and all of the foregoing
Copyright Collateral and, to the extent not otherwise included, all payments
under insurance (whether or not Secured Party is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Copyright
Collateral.  For purposes of this Grant of Copyright Security
Interest, the term “proceeds” includes whatever is
receivable or received when Copyright Collateral or proceeds are sold, licensed,
exchanged, collected or otherwise disposed of, whether such disposition is
voluntary or involuntary.

     

    Grantor
does hereby further acknowledge and affirm that the rights and remedies of
Secured Party with respect to the security interest in the Copyright Collateral
granted hereby are more fully set forth in the Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth
herein.

     

    



    
      
        
          XV-III-2

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    IN WITNESS WHEREOF, Grantor
has caused this Grant of Copyright Security Interest to be duly executed and
delivered by its officer thereunto duly authorized as of the ___ day of
___________, _____.

    
      
         

        
          
            	 	[NAME OF
    GRANTOR]	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Name:	 	 
	 	 	Title: 	 	 
	 	 	 	 


          

        

         

      

    

              

    



    
      
        
          XV-III-3

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
A

    TO

    GRANT
OF COPYRIGHT SECURITY INTEREST

    
      U.S. Copyright
Registrations:

       

      
        	
                Title

              	 	
                Registration
      No.

              	 	
                Date of Issue

              	 	
                Registered
Owner

              


        


      

       

      Foreign Copyright
Registrations:

       

      
        	
                Country

              	 	
                Title

              	 	
                Registration No.

              	 	
                
                  Date of
  Issue

                

              


      

       

       

       

       

      Pending U.S. Copyright
Registration Applications:

       

      
        	
                Title

              	 	
                Appl. No.

              	 	
                Date of Application

              	 	
                Copyright
  Claimant

              


        


      

       

       

      Pending Foreign Copyright
Registration Applications:

       

      
        	
                Country

              	 	
                Title

              	 	
                Appl. No.

              	 	
                
                  Date of
  Application

                

              


      

       

       

    

     

     


    
      
        
          XV-A-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT
IV TO

    SECURITY
AGREEMENT

     

    PLEDGE
SUPPLEMENT

     

    This
Pledge Supplement, dated as of __________________, is delivered pursuant to the
Security Agreement, dated as of November 15, 2007 among URS Corporation, a
Delaware corporation (“Grantor”), the other Grantors
named therein, and Wells Fargo Bank, National Association, as Administrative
Agent, as Secured Party (said Security Agreement, as it may heretofore have been
and as it may hereafter be further amended, restated, supplemented or otherwise
modified from time to time, being the “Security
Agreement”).  Capitalized terms used herein not otherwise
defined herein shall have the meanings ascribed thereto in the Security
Agreement.

     

    Grantor
hereby agrees that the Pledged Equity set forth on Schedule A annexed
hereto shall be deemed to be part of the Pledged Equity and shall become part of
the Securities Collateral and shall secure all Secured Obligations.

     

    IN
WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed
and delivered by its duly authorized officer as of the date first written
above.

    
      
         

        
          
            	 	[GRANTOR]	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Title: 	 	 
	 	 	 	 


          

        

      

    


    
      
        
          XV-IV-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
A TO

    PLEDGE
SUPPLEMENT


    
      
        
          XV-IV-A-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT V
TO

    SECURITY
AGREEMENT

     

    IP
SUPPLEMENT

     

    This IP
SUPPLEMENT, dated as of _______, is delivered pursuant to and supplements (i)
the Security Agreement, dated as of November 15, 2007 (said Security Agreement,
as it may heretofore have been and as it may hereafter be further amended,
restated, supplemented or otherwise modified from time to time, being the “Security Agreement”), among
URS Corporation, [Insert Name of Grantor] (“Grantor”), the other Grantors
named therein, and Wells Fargo Bank, National Association, as Administrative
Agent, as Secured Party, and (ii) the [Grant of Trademark Security Interest]
[Grant of Patent Security Interest] [Grant of Copyright Security Interest] dated
as of ___________, _____ (the “Grant”) executed by
Grantor.  Capitalized terms used herein not otherwise defined herein
shall have the meanings ascribed thereto in the Grant.

     

    Grantor
grants to Secured Party a security interest in all of Grantor’s right, title and
interest in and to the [Trademark Collateral] [Patent Collateral] [Copyright
Collateral] set forth on Schedule A annexed
hereto.  All such [Trademark Collateral] [Patent Collateral]
[Copyright Collateral] shall be deemed to be part of the [Trademark Collateral]
[Patent Collateral] [Copyright Collateral] and shall be hereafter subject to
each of the terms and conditions of the Security Agreement and the
Grant.

     

    IN
WITNESS WHEREOF, Grantor has caused this IP Supplement to be duly executed and
delivered by its duly authorized officer as of the date first written
above.

    
      
         

        
          
            	 	[GRANTOR]	 
	 	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 	 
	 	 	 	Name:	 	 
	 	 	 	Title: 	 	 
	 	 	 	 	 


          

        

         

      

    

     


    
      
        
          XV-V-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    SCHEDULE
A TO

    IP
SUPPLEMENT


    
      
        
          XV-V-A-1

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT
VI TO

    SECURITY
AGREEMENT

     

    [FORM
OF COUNTERPART]

     

    This
COUNTERPART (this “Counterpart”), dated as of
_______, is delivered pursuant to Section 20 of the Security Agreement referred
to below.  The undersigned hereby agrees that this Counterpart may be
attached to the Security Agreement, dated as of November 15, 2007 (said Security
Agreement, as it may heretofore have been and as it may hereafter be further
amended, restated, supplemented or otherwise modified from time to time being
the “Security
Agreement”; capitalized terms used herein not otherwise defined herein
shall have the meanings ascribed therein), among URS Corporation, the other
Grantors named therein, and Wells Fargo Bank, National Association, as
Administrative Agent, as Secured Party.  The undersigned by executing
and delivering this Counterpart hereby becomes a Grantor under the Security
Agreement in accordance with Section 20 thereof and agrees to be bound by all of
the terms thereof.  Without limiting the generality of the foregoing,
the undersigned hereby:

     

    (i) authorizes
the Secured Party to add the information set forth on the Schedules to this
Counterpart to the correlative Schedules attached to the Security
Agreement;1

     

    (ii) agrees
that all Collateral of the undersigned, including the items of property
described on the Schedules annexed hereto, shall become part of the Collateral
and shall secure all Secured Obligations; and

     

    (iii) makes the
representations and warranties set forth in the Security Agreement, as amended
hereby, to the extent relating to the undersigned.

    
      
         

        
          
            	 	[NAME OF ADDITIONAL
      GRANTOR]	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Name:	 	 
	 	 	Title: 	 	 
	 	 	 	 


          

        

         

      

    

     

    


     
 

     

    
      
        

        
          	
                  1

                	
                  
                    The
      Schedules to the Counterpart should include copies of all Schedules that
      identify collateral to be granted by the Additional
      Grantor.

                  

                


        

      

       

    

    
      
        
          XV-VI-1                                                                                               Security
Agreement

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    EXHIBIT XVI

     

    [FORM
OF SURETY ACKNOWLEDGMENT]

     

    [TO BE
PRINTED ON LENDER LETTERHEAD]

    


    


    [Date]

    


    Federal
Insurance Company

    15
Mountain View Road

    P. O. Box
1615

    Warren,
NJ  07061-1615

    Attn:  John
B. Fuoss

    


    Re:           Federal/Washington
Group and URS Corporation

    


    Dear Mr.
Fuoss:

    


    URS Corporation ("URS"), Washington
Group International, Inc. ("WGI"), and certain of their subsidiaries and
affiliates are parties to that certain Credit Agreement dated as of the date
hereof, and related documents (the “Bank Credit Documents”).  URS, WGI
and certain of their subsidiaries and affiliates are also parties to that
certain General Agreement of Indemnity, dated the date hereof, entered into with
Federal Insurance Company ("the Surety Credit Documents" and, together with the
Bank Credit Documents, the “Credit Documents”).

    


    Pursuant to the Surety Credit
Documents, Federal Insurance Company and any of its subsidiary affiliated
insurers, including, but not limited to, Vigilant Insurance Company and Pacific
Indemnity Company, and their respective co-sureties and reinsurors, and their
respective successors and assigns (collectively, the “Surety”) has issued Bonds
for URS and its subsidiaries and affiliates who are a party to the Surety Credit
Documents from time to time in connection with various projects and contracts
(including any such projects and contracts entered into in the future, each, a
“Bonded Contract”).  In consideration of Surety's agreement to
authorize WGI and its related subsidiaries and affiliates to terminate all UCC
Financing Statements that are of record on the date hereof and the agreement of
Surety to terminate the Restated Underwriting and Continuing Indemnity Agreement
dated August 4, 2006, and related Restated Security Agreement and Intercreditor
Agreement dated August 4, 2006, Wells Fargo Bank, National Association, in its
capacity as agent for  the lenders under the terms of the Credit
Agreement ("Administrative Agent"), has agreed to  the terms set forth
below.

    


    1.           Equitable
Subrogation.  Administrative Agent on behalf of itself and the lenders
hereby acknowledges and agrees that with respect to all funds due or to become
due under any Bonded Contract, nothing herein or in the Credit Documents will
waive, impair, or limit Surety's common law equitable subrogation rights, which
are hereby expressly recognized by Administrative
Agent.  Administrative Agent will not instigate, promote, institute,
or join as a party in institution of any action, suit, or proceeding seeking to
challenge or limit, such equitable subrogation rights.


    
      
        
          XVI-1                                                                                           Surety
Acknowledgment

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    2.           Use
of Equipment and Related Property.  In the event that Surety decides,
in its sole and absolute discretion, to perform and complete, or to cause or
procure the performance and completion of any of the Bonded Contracts,
Administrative Agent hereby acknowledges that Surety, or any properly licensed
third party appointed by Surety, will have full access to and use of all
equipment and other real and personal property (the “Completion Property”) of
URS, WGI and other parties to the Surety Credit Documents which is necessary in
the judgment of the Surety for the discharge of the duties, obligations, and
undertakings of Surety under the Bonds issued in relation to such Bonded
Contracts.  Any transfer, pursuant to foreclosure or otherwise, by
Administrative Agent of any interest in any of the Completion Property will be
made subject to these utilization provisions.

    


    Upon a determination by Surety to
utilize, or reserve for utilization, said Completion Property, and, provided,
that, Administrative Agent has a first priority perfected security interest in
such Completion Property at such time, Surety will periodically (and in any
event no less frequently than monthly), pay Administrative Agent the fair market
rental value of the Completion Property for the period said Completion Property
is utilized, or reserved for utilization, by Surety or its appointee, in
consideration of the utilization of such Completion Property as is necessary to
fulfill the Bonded Contracts.  In the event Surety and Administrative
Agent cannot agree on the above referenced "fair market rental value," then
Surety will be entitled to utilize the Completion Property during the period
that the parties are endeavoring to resolve their dispute and come to an
agreement regarding the "fair market rental value" while remaining liable
therefor for such periods. All disputes regarding the "fair rental market value"
will be determined by appraisal.  Surety and Administrative Agent will
endeavor to agree on the selection of an appraiser of national recognition to
determine such "fair rental market value."  In the event
Administrative Agent and Surety cannot agree on an appraiser, then each of
Surety and Administrative Agent will select an appraiser to determine said "fair
market rental value" and the average of the values so determined by these
appraisers will be the "fair market rental value."  The appraiser's
determination will be deemed final and conclusive.  The cost of the
appraisers will be borne by Indemnitors or, pending reimbursement by the
Indemnitors, each of the parties hereto equally.

    


    During any period in which Surety is
utilizing, or reserving for utilization, the Completion Property, pursuant to
the terms of this Agreement, Surety will preserve and maintain said Completion
Property in good repair, and will return said Completion Property in as good a
condition as when received by Surety, ordinary wear and tear
excepted.  In addition, Surety will maintain insurance coverage
relative to the equipment and personal property during any period in which
Surety is utilizing, or reserving for utilization such property on the same
terms as Indemnitor is required under the Bank Credit Documents.

    


    This agreement reflects the entire
understanding of the parties with respect to the transactions contemplated
hereby and will not be contradicted or qualified by any other agreement, oral or
written, before the day hereof.

    


    No amendment or waiver of any provision
of this agreement will in any event be effective unless the same will be in
writing and signed by each party hereto, and then such waiver or consent will be
effective only in the specific interest and to the specific purpose for which
given.


    
      
        
          XVI-2                                                                                          Surety
Acknowledgment

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    This
Agreement will be construed under and governed by the laws of the State of New
York and may be executed in any number of counterparts.

     

     

    Sincerely,

     

    
      
        	 	 	WELLS FARGO BANK,
      NATIONAL ASSOCIATION, Administrative Agent	 
	 	 	 	 	 
	 	
                 

              	
                By:
      

              	 	 
	 	 	 	 	 
	 	 	Its:	 	 
	 	 	 	 	 
	 	 	 	 	 
	Accepted
      and agreed to:	 	 	 
	 	 	 	 	 
	FEDERAL
      INSURANCE COMPANY	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	 	 	 	 
	Its:	 	 	 	 


      



    


     

     
 


    
      
        
          XVI-3                                                                                          Surety
Acknowledgment

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    
 

    


    [TO BE
PRINTED ON LENDER LETTERHEAD]

    


    


    


    [Date]

    


    American
International Companies

    175 Water
Street

    New York,
NY  10038

    


    Re:           American
International and URS Corporation

    


    Ladies
and Gentlemen:

    


    URS Corporation ("URS") and certain of
their subsidiaries and affiliates are parties to that certain Credit Agreement
dated as of the date hereof, and related documents (the “Bank Credit
Documents”).  URS and certain of its subsidiaries and affiliates are
also parties to that certain General Agreement of Indemnity, dated the date
hereof, entered into with American International Companies ("the Surety Credit
Documents" and, together with the Bank Credit Documents, the “Credit
Documents”).

    


    Pursuant to the Surety Credit
Documents, American International Companies and any of its subsidiary affiliated
insurers and their respective co-sureties and reinsurors, and their respective
successors and assigns (collectively, the “Surety”) has issued or will issue
Bonds for URS and its subsidiaries and affiliates who are a party to the Surety
Credit Documents from time to time in connection with various projects and
contracts (including any such projects and contracts entered into in the future,
each, a “Bonded Contract”).  Wells Fargo Bank, National Association,
in its capacity as agent for  the lenders under the terms of the
Credit Agreement ("Administrative Agent"), has agreed to  the terms
set forth below.

    


    1.           Equitable
Subrogation.  Administrative Agent on behalf of itself and the lenders
hereby acknowledges and agrees that with respect to all funds due or to become
due under any Bonded Contract, nothing herein or in the Credit Documents will
waive, impair, or limit Surety's common law equitable subrogation rights, which
are hereby expressly recognized by Administrative
Agent.  Administrative Agent will not instigate, promote, institute,
or join as a party in institution of any action, suit, or proceeding seeking to
challenge or limit, such equitable subrogation rights.

    


    2.           Use
of Equipment and Related Property.  In the event that Surety decides,
in its sole and absolute discretion, to perform and complete, or to cause or
procure the performance and completion of any of the Bonded Contracts,
Administrative Agent hereby acknowledges that Surety, or any properly licensed
third party appointed by Surety, will have full access to and use 

     

    
      
        
        

      

      
        XVI-1                                 Surety
Acknowledgment

        
          

        

      

      
        List of Exhibits

      

    

     

    of all
equipment and other real and personal property (the “Completion Property”) of
URS and other parties to the Surety Credit Documents which is necessary in the
judgment of the Surety for the discharge of the duties, obligations, and
undertakings of Surety under the Bonds issued in relation to such Bonded
Contracts.  Any transfer, pursuant to foreclosure or otherwise, by
Administrative Agent of any interest in any of the Completion Property will be
made subject to these utilization provisions.

    


    Upon a determination by Surety to
utilize, or reserve for utilization, said Completion Property, and, provided,
that, Administrative Agent has a first priority perfected security interest in
such Completion Property at such time and has commenced or completed foreclosure
proceedings with respect to such property, Surety will periodically (and in any
event no less frequently than monthly), pay Administrative Agent the fair market
rental value of the Completion Property for the period said Completion Property
is utilized, or reserved for utilization, by Surety or its appointee, in
consideration of the utilization of such Completion Property as is necessary to
fulfill the Bonded Contracts.  In the event Surety and Administrative
Agent cannot agree on the above referenced "fair market rental value," then
Surety will be entitled to utilize the Completion Property during the period
that the parties are endeavoring to resolve their dispute and come to an
agreement regarding the "fair market rental value" while remaining liable
therefor for such periods. All disputes regarding the "fair rental market value"
will be determined by appraisal.  Surety and Administrative Agent will
endeavor to agree on the selection of an appraiser of national recognition to
determine such "fair rental market value."  In the event
Administrative Agent and Surety cannot agree on an appraiser, then each of
Surety and Administrative Agent will select an appraiser to determine said "fair
market rental value" and the average of the values so determined by these
appraisers will be the "fair market rental value."  The appraiser's
determination will be deemed final and conclusive.  The cost of the
appraisers will be borne by Indemnitors or, pending reimbursement by the
Indemnitors, each of the parties hereto equally.

    


    During any period in which Surety is
utilizing, or reserving for utilization, the Completion Property, pursuant to
the terms of this Agreement, Surety will preserve and maintain said Completion
Property in good repair, and will return said Completion Property in as good a
condition as when received by Surety, ordinary wear and tear
excepted.  In addition, Surety will maintain insurance coverage
relative to the equipment and personal property during any period in which
Surety is utilizing, or reserving for utilization such property on the same
terms as Indemnitor is required under the Bank Credit Documents.

    


    This agreement reflects the entire
understanding of the parties with respect to the transactions contemplated
hereby and will not be contradicted or qualified by any other agreement, oral or
written, before the day hereof.

    


    No amendment or waiver of any provision
of this agreement will in any event be effective unless the same will be in
writing and signed by each party hereto, and then such waiver or consent will be
effective only in the specific interest and to the specific purpose for which
given.

    


    This Agreement will be construed under
and governed by the laws of the State of New York and may be executed in any
number of counterparts.


    
      
        
          XVI-2                                                                                           Surety
Acknowledgment

        

      

      
        
          

        

      

      
        List of Exhibits

      

    


    Sincerely,

     

    
      	
            	 	WELLS FARGO BANK,
      NATIONAL ASSOCIATION, Administrative Agent	 
	 	 	 	 	 
	 	
               

            	
              By:
      

            	 	 
	 	 	 	 	 
	 	 	Its:	 	 
	 	 	 	 	 
	 	 	 	 	 
	Accepted
      and agreed to:	 	 	 
	 	 	 	 	 
	FEDERAL
      INSURANCE COMPANY	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	 	 	 	 
	Its:	 	 	 	 


    

    


    
      
        
          
          

        

        
          
            XVI-3                                                                                           Surety
Acknowledgment 

          

          
            

          

        

        
          Table of Contents

        

      

    

    


    URS Corporation

    600
Montgomery Street, 26th
Floor

    San
Francisco, CA 94111-2727

    


    


    November
15, 2007

    


    


    Well
Fargo Bank, National Association

    201 Third
Street, 8th
Floor

    San
Francisco, CA  94103

    


    The
Lenders party to the Credit Agreement

    


    Ladies
and Gentlemen:

    


    In
response to the requirements of that certain Credit Agreement, dated as of
November 15, 2007 (the “Credit
Agreement”), by and among URS
CORPORATION, a Delaware corporation (the “Company”), the financial
institutions party thereto from time to time as Lenders, MORGAN STANLEY SENIOR FUNDING,
INC., as a joint-lead arranger and syndication agent for Lenders, WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a joint-lead arranger and administrative agent for
Lenders (in such capacity, “Administrative Agent”), and
Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as
co-documentation agents for Lenders, the attached information is
disclosed.  Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Credit Agreement.

     

    
      	 Schedule 1.1  	 	 Dormant Subsidiaries
	 Schedule 1.2 	 	 Existing Letters of Credit
	 Schedule 4.1C	 	 Corporate and Capital Structure
	 Schedule 5.1A	 	 Organization and Powers
	 Schedule 5.1D	 	 Subsidiaries
	 Schedule 5.5B	 	 Real Property
	 Schedule 5.5C	 	 Intellectual Property
	 Schedule 5.6 	 	 Litigation; Adverse Facts
	 Schedule 5.11	 	 Environmental Matters
	 Schedule 6.10 	 	 Post Closing Matters
	 Schedule 7.1 	 	 Indebtedness
	 Schedule 7.2 	 	 Existing Liens
	 Schedule 7.3  	 	 Investments; Acquisitions
	 Schedule 7.4  	 	 Contingent Obligations
	 Schedule 7.8  	 	 Transactions with Shareholders and
      Affiliates


    

     

    


    [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

    


    


    
      
        
          
          

           


        

        
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    Sincerely,

     

    
      	 	 
	H.
      Thomas Hicks	 
	
              Vice
      President and Chief Financial Officer

            	 
	 	 	 




    


     

    


    
      
        
          
          

          
          

        

        
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          List of Schedules

        

      

    

    


    SCHEDULE 1.1

    


    DORMANT
SUBSIDIARIES

    


    
      	
              1.  

            	
              AACM
      Int’l Pty. Ltd., an Australian limited liability
    corporation

            


    

     

    
      	
              2.  

            	
              AGC
      Woodward-Clyde Pty. Ltd. (Australia), an Australian limited liability
      corporation

            


    

     

    
      	
              3.  

            	
              Business
      Risk Strategies Pty. Ltd, an Australian limited liability
      corporation

            


    

     

    
      	
              4.  

            	
              Constructora
      MK de Mexico S.A. de C.V. (Mexico), a Mexican
  corporation

            


       

      
        	
                5.  

              	
                Dames
      & Moore International SRL, a Venezulean limited liability
      corporation

              


      

       

      
        	
                6.  

              	
                Dames
      & Moore Pty Limited (Australia), an Australian limited liability
      corporation

              


      

    

     

    
      
        	
                7.  

              	
                Foretech
      Finance Pty Ltd., an Australian limited liability
    corporation

              


      

       

      
        	
                8.  

              	
                Greiner
      Woodward Clyde Dames & Moore (Malaysia) Sdn Bhd, a Malaysian
      corporation

              


      

       

      
        	
                9.  

              	
                Hoisting
      Systems Pty. Ltd. (Australia), an Australian limited liability
      corporation

              


      

       

      
        	
                10. 

              	
                Hollingsworth
      Dames & Moore Pty. Ltd. (Australia), an Australian limited liability
      corporation

              


         

        
          	
                  11. 

                	
                  Morrison
      Knudsen Engenharia S.A. (Brazil), a Brazilian
  corporation

                


        

         

        
          	
                  12. 

                	
                  Morrison
      Knudsen MISR LLC (Egypt), an Egyptian limited liability
      company

                


        

      

    

     

    
      
        	
                13. 

              	
                Morrison
      Knudsen Peru Sociedad de Responsabilidad Limitada (Peru), a Peruvian
      limited liability corporation

              


      

       

      
        	
                14. 

              	
                Morrison
      Knudsen Venezuela S.A., a Venezuelan
corporation

              


      

       

      
        	
                15. 

              	
                Murray
      North International Ltd., a New Zealand limited liability
      corporation

              


      

       

      
        	
                16. 

              	
                O’Brien
      Kreitzberg & Associates Ltd. (England), an English
      corporation

              


         

        
          	
                  17. 

                	
                  O’Brien
      Kreitzberg Asia Pacific, Ltd., a Hong Kong limited liability
      corporation

                


        

         

        
          	
                  18. 

                	
                  PT
      Geobis Woodward-Clyde Indonesia, an Indonesian limited liability
      corporation

                


        

      

       

      
        
          	
                  19. 

                	
                  PT
      Morrison Knudsen Indonesia (Indonesia), a Indonesian limited liability
      corporation

                


        

         

        
          	
                  20. 

                	
                  Radian
      International Pty. Ltd. (Australia), an Australian limited liability
      corporation

                


        

         

        
          	
                  21. 

                	
                  Radian
      International S.E.A. Limited, a Thai limited liability
      corporation

                


        

         

        
          	
                  22. 

                	
                  Raytheon
      Engineers & Constructors Italy SRL (Italy), an Italian limited
      liability corporation

                


           

          
            	
                    23. 

                  	
                    Technologias Y Servicios Ambientales Tesam S.A., a Chilean
      corporation

                  


          

           

          
            	
                    24. 

                  	
                    Thorburn
      Colquhoun Holdings Limited, an English limited liability
      corporation

                  


          

           

          
            	
                    25. 

                  	
                    TC
      Consultores LTDA (Portugal), a Portugese limited liability
      corporation

                  


             

            
              	
                      26. 

                    	
                      United
      Mid East Saudi Arabia (Saudi Arabia), a Saudi Arabian limited liability
      corporation

                    


            

             

            
              
                	
                        27. 

                      	
                        URS
      (Thailand) Limited, a Thai limited liability
  corporation

                      


              

               

              
                	
                        28. 

                      	
                        URS Consulting Malaysia Sdn. Bhd., a Malaysian
      corporation

                      


              

               

              
                	
                        29. 

                      	
                        URS
      Greiner (Malaysia) Sdn. Bhd., a Malaysian
  corporation

                      


              

            

          

        

      

    

     

     

     

    


    
      
        
          
          

          
          

        

        
          - 3
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          List of Schedules

        

      

    

     

    
      	
              30. 

            	
              URS
      Greiner Woodward-Clyde (Malaysia) Sdn Bhd, a Malaysian
      corporation

            


       

      
        
          	
                  31. 

                	
                  URS
      Philippines, Inc, a Philippine
corporation

                


        

         

        
          	
                  32. 

                	
                  URS
      Strategic Issues Management Pty. Ltd., an Australian a limited liability
      corporation

                


        

         

        
          	
                  33. 

                	
                  Walk,
      Haydel Arabia, Ltd., a Saudi Arabian limited liability
      corporation

                


        

         

        
          	
                  34. 

                	
                  Washington
      Group (Malaysia) Sdn Bhd, a Malaysian
  corporation

                


           

          
            	
                    35. 

                  	
                    Washington Group International Trading (Shanghai) Co. Ltd.
      (China), a Chinese limited liability
corporation

                  


          

           

          
            	
                    36. 

                  	
                    Washington
      International B.V., a Dutch limited liability
  corporation

                  


          

           

          
            	
                    37. 

                  	
                    Washington
      Services (Thailand) Ltd., a Thai limited liability
    corporation

                  


             

            
              	
                      38. 

                    	
                      WGI Asia Pacific Pte Ltd. (Singapore), a Singaporean limited
      liability corporation

                    


            

             

            
              
                	
                        39. 

                      	
                        Woodward-Clyde
      Geo-Consulting Sdn Bhd, a Malaysian
corporation

                      


              

               

              
                	
                        40. 

                      	
                        Woodward Clyde Ltd., a United Kingdom limited liability
      corporation

                      


              

            

          

        

      

    

    


     

    


    


    
      
        
          
          

          
          

        

        
          - 4
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    SCHEDULE 1.2

    


    EXISTING
LETTERS OF CREDIT

    


    Existing
Letters of Credit as of 11/6/07

    
      	
              L/C

              NUMBER

            	 	
              Division

            	 	
              BENEFICIARY

            	 	ISSUING
      
BANK	 	OUTSTANDING AMOUNT
      (USD)	 	
              EXPIRY

              DATE

            	 	
              PURPOSE

            
	 	 	 	 	 	 
	 	 	 	 
      	 	 
      	 	 
      	 	 	 	 
      	 	 
      
	 083303	 	
              URS

            	 	
              National
      Union Fire Ins. Co.

            	 	
              WFB

            	 	 	100,000.00	 	
              9/1/08

            	 	
              Surety
      Bond Collateral

            
	 277049	 	
              URS

            	 	
              Employers
      Ins. Of Wausau-applicant URS

            	 	
              WFB

            	 	 	150,000.00	 	
              1/1/08

            	 	
              Worker's
      Comp

            
	 327595	 	
              URS

            	 	
              Metropolitan
      Transportation Authority

            	 	
              WFB

            	 	 	225,000.00	 	
              12/31/07

            	 	
              Project
      - Joint Venture with Bechtel - NYMTA

            
	 331341	 	
              URS

            	 	
              King
      County Dept of Transportation

            	 	
              WFB

            	 	 	71,833.04	 	
              8/2/08

            	 	
              Project
      guarantee-Contract # E630I4E of the Transit Operating Facilities Master
      Plan between Kings County Department of Transportation

            
	 334942	 	
              URS

            	 	
              Zurich
      American Ins Co.,

            	 	
              WFB

            	 	 	345,026.00	 	
              12/4/07

            	 	
              Workers
      Comp

            
	 334944	 	
              URS

            	 	
              Accountant
      of the Ontario Court

            	 	
              WFB

            	 	 	40,000.00	 	
              10/23/07

            	 	
              Court
      Settlement

            
	 338661	 	
              URS

            	 	
              National
      Union Fire Ins. Co.

            	 	
              WFB

            	 	 	1,667,305.00	 	
              12/31/07

            	 	
              PIL
      guarantee

            
	 339561	 	
              URS

            	 	
              Insurance
      Co. of North America

            	 	
              WFB

            	 	 	10,000.00	 	
              12/31/07

            	 	
              PIL
      guarantee

            
	 354964	 	
              URS

            	 	
              Commercial
      Union Properties

            	 	
              WFB

            	 	 	529,103.14	 	
              11/2/07

            	 	
              Guarantee
      relating to lease, London

            
	 354966	 	
              URS

            	 	
              Commercial
      Union Properties

            	 	
              WFB

            	 	 	529,103.14	 	
              11/2/07

            	 	
              Guarantee
      relating to lease, London

            
	 370097	 	
              URS

            	 	
              Holloway's
      Properties, London

            	 	
              WFB

            	 	 	529,103.14	 	
              11/2/07

            	 	
              Guarantee
      relating to lease, London

            
	 370345	 	
              URS

            	 	
              Holloway's
      Properties, London

            	 	
              WFB

            	 	 	529,103.14	 	
              11/2/07

            	 	
              Guarantee
      relating to lease 3rd fl St. George West Wimbledon

            
	 393681	 	
              URS

            	 	
              National
      Bank of Egypt

            	 	
              WFB

            	 	 	40,700.00	 	
              4/30/08

            	 	
              Performance
      project guaranty

            
	 393927	 	
              URS

            	 	
              Lumbermen's
      Mutual (Kemper)

            	 	
              WFB

            	 	 	178,000.00	 	
              4/1/08

            	 	
              Auto
      Liability

            
	 399404	 	
              URS

            	 	
              Natl
      Union Fire Insurance

            	 	
              WFB

            	 	 	2,125,000.00	 	
              5/25/08

            	 	
              Workers
      Comp - URS 2001

            
	 425878	 	
              URS

            	 	
              Lumbermen's
      Mutual (Kemper)

            	 	
              WFB

            	 	 	7,000,000.00	 	
              1/3/08

            	 	
              Surety
      Bond Backing

            
	 426991	 	
              URS

            	 	
              National
      Union Fire Ins. Co.

            	 	
              WFB

            	 	 	4,163,647.00	 	
              12/31/07

            	 	
              Workers
      Comp - URS 2002

            
	 544569	 	
              URS

            	 	
              European
      Commission

            	 	
              WFB

            	 	 	1,218,842.97	 	
              1/15/08

            	 	
              EC
      Project payment guarantee. Objective to provide the services for TACIS,
      Environmental
      codes of practice for the Russian Oil Industry.

              Contract
      # 97-0630

            
	 569643	 	
              URS

            	 	
              Arch
      Insurance Company

            	 	
              WFB

            	 	 	8,000,000.00	 	
              8/31/08

            	 	
              Surety
      Bonds

            
	 569648	 	
              EG&G

            	 	
              United
      States Fire Insurance Company

            	 	
              WFB

            	 	 	615,000.00	 	
              8/28/08

            	 	
              Workers
      Compensation

            
	 569651	 	
              EG&G

            	 	
              United
      States Fire Insurance Company

            	 	
              WFB

            	 	 	825,000.00	 	
              8/28/08

            	 	
              Workers
      Compensation

            
	 569652	 	
              URS

            	 	
              National
      Union Fire Insurance Co.

            	 	
              WFB

            	 	 	3,811,000.00	 	
              12/31/07

            	 	
              Workers
      Compensation for 2004

            
	 569655	 	
              EG&G

            	 	
              Zurich
      American Ins Co.,

            	 	
              WFB

            	 	 	200,000.00	 	
              8/28/08

            	 	
              Workers
      Compensation

            


    

    


     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	 569656	 	
              EG&G

            	 	
              Associated
      Aviation

            	 	
              WFB

            	 	 	779,236.00	 	
              10/31/07

            	 	
              Workers
      Compensation

            
	 569661	 	
              URS

            	 	
              National
      Union Fire Insurance Co.

            	 	
              WFB

            	 	 	332,250.00	 	
              3/31/08

            	 	
              Auto
      Liability 4/2005 - 3/2006

            
	 569664	 	
              URS

            	 	
              National
      Union Fire Insurance Co.

            	 	
              WFB

            	 	 	4,037,000.00	 	
              1/31/08

            	 	
              Collateral
      for 2006 Workers Compensation

            
	 569666	 	
              URS

            	 	
              National
      Union Fire Insurance Co.

            	 	
              WFB

            	 	 	1,766,000.00	 	
              3/31/08

            	 	
              Auto
      Liability for 4/2004 - 3/2005

            
	 569667	 	
              URS

            	 	
              National
      Union Fire Insurance Co.

            	 	
              WFB

            	 	 	6,250,000.00	 	
              12/31/07

            	 	
              Workers
      Compensation for 2003

            
	 569668	 	
              URS

            	 	
              National
      Union Fire Insurance Co.

            	 	
              WFB

            	 	 	2,047,350.00	 	
              3/31/08

            	 	
              Auto
      Liability for 4/2003 - 3/2004

            
	 569669	 	
              URS

            	 	
              National
      Union Fire Insurance Co.

            	 	
              WFB

            	 	 	3,800,000.00	 	
              1/31/08

            	 	
              Workers
      Compensation 2005

            
	 569672	 	
              EG&G

            	 	
              National
      Union Fire Insurance Co.

            	 	
              WFB

            	 	 	530,000.00	 	
              8/28/08

            	 	
              Workers
      Compensation

            
	 569682	 	
              EG&G

            	 	
              Saudi
      American Bank

            	 	
              WFB

            	 	 	1,203,498.18	 	
              3/30/08

            	 	
              Guarantees
      a performance bond

            
	 597643	 	
              URS

            	 	
              MJH
      Wacker LLC

            	 	
              WFB

            	 	 	238,330.00	 	
              12/31/07

            	 	
              Collateral
      for the Chicago Office Lease

            
	 574851	 	
              EG&G

            	 	
              Ministry
      of Finance & National Economy (Saudi Arabia)

            	 	
              WFB

            	 	 	2,178,212.96	 	
              8/1/08

            	 	
              Bank
      Guarantee Posted for Appeal Purposes

            
	 589420	 	
              URS

            	 	
              National
      Union Fire Insurance Co.

            	 	
              WFB

            	 	 	2,000,000.00	 	
              1/31/08

            	 	
              Workers
      Compensation 2007

            
	 597741	 	
              URS

            	 	
              Town
      of Smithers

            	 	
              WFB

            	 	 	7,036.63	 	
              12/31/07

            	 	
              Covering
      Security Deposit

            
	 601188	 	
              URS

            	 	
              Metropolitan
      Transportation Authority

            	 	
              WFB

            	 	 	500,000.00	 	
              6/27/08

            	 	
              Replaces
      the Bechtel JV LoC

            
	 3078983	 	
              URS

            	 	
              URS
      Deutschland

            	 	
              BofA

            	 	 	4,089,450.00	 	
              12/15/07

            	 	
              Supports
      URS Germany in the Sweep

            
	 3078984	 	
              URS

            	 	
              URS
      Italia

            	 	
              BofA

            	 	 	545,260.00	 	
              12/15/07

            	 	
              Supports
      Parent Guarantee to URS Italy

            
	 3080743	 	
              URS

            	 	
              BofA
      Italy

            	 	
              BofA

            	 	 	136,315.00	 	
              4/30/07

            	 	
              Supports
      URS Italia's bonding needs

            
	
              SDCMTN553260

            	 	
              WGI

            	 	
              Federal
      Insurance (Chubb)

            	 	
              HSBC

            	 	 	18,000,000	 	
              1/1/08

            	 	
              Bonding

            
	 91898774	 	
              WGI

            	 	
              Zurich
      American Insurance

            	 	
              BNPP

            	 	 	24,500,000	 	
              4/1/08

            	 	
              Insurance
      Program

            
	 328800	 	
              WGI

            	 	
              Pitney
      Bowes - Motive Power Lease

            	 	
              BMO

            	 	 	331,323	 	
              12/31/07

            	 	
              Wabtec

            
	 91898960	 	
              WGI

            	 	
              AIG

            	 	
              BNPP

            	 	 	852,432	 	
              2/18/08

            	 	
              Insurance
      Iraq

            
	 91884020	 	
              WGI

            	 	
              Abu
      Dhabi Oil Refining

            	 	
              BNPP

            	 	 	1,500,498	 	
              9/30/09

            	 	
              Takreer

            
	 91885138	 	
              WGI

            	 	
              BNP
      Paribas (Qatar)

            	 	
              BNPP

            	 	 	20,589,269	 	
              6/30/11

            	 	
              Qatar
      Gas

            
	 91891460	 	
              WGI

            	 	
              Allegheny
      Energy Project

            	 	
              BNPP

            	 	 	2,956,475	 	
              10/31/09

            	 	
              Allegheny

            
	 91892475	 	
              WGI

            	 	
              Bechtel

            	 	
              BNPP

            	 	 	24,061,163	 	
              6/1/10

            	 	
              Hanford
      WTP

            
	 91894300	 	
              WGI

            	 	
              Exxon
      Mobil

            	 	
              BNPP

            	 	 	1,394,508	 	
              12/31/09

            	 	
              Piceance

            
	 91894801	 	
              WGI

            	 	
              Qatargas
      Operating Company

            	 	
              BNPP

            	 	 	25,000	 	
              11/24/07

            	 	
              Qatargas
      OPCO

            
	 91895128	 	
              WGI

            	 	
              Imperial
      Oil

            	 	
              BNPP

            	 	 	375,000	 	
              7/15/09

            	 	
              Sarnia
      Refinery

            
	 91895224	 	
              WGI

            	 	
              Monongahela
      Energy (Allegheny)

            	 	
              BNPP

            	 	 	835,490	 	
              10/15/09

            	 	
              Fort
      Martin

            
	 9651	 	
              WGI

            	 	
              Abu
      Dhabi Oil Refining

            	 	
              Abu
      Dhabi

            	 	 	857,393	 	
              5/30/11

            	 	
              Takreer
      Jr.

            
	 9660	 	
              WGI

            	 	
              Dolphin
      Energy Limited

            	 	
              Abu
      Dhabi

            	 	 	145,000	 	
              5/30/10

            	 	
              Dolphin

            
	 91896978	 	
              WGI

            	 	
              Imperial
      Oil

            	 	
              BNPP

            	 	 	93,532	 	
              1/15/10

            	 	
              Dartmouth

            
	 91897206	 	
              WGI

            	 	
              Suncor
      Energy - Firebag 3

            	 	
              BNPP

            	 	 	2,676,182	 	
              7/27/08

            	 	
              Suncor

            
	 9700	 	
              WGI

            	 	
              Abu
      Dhabi Oil Refining - FEED

            	 	
              Abu
      Dhabi

            	 	 	2,321,063	 	
              3/15/10

            	 	
              ADCO

            


    

     

    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	 9703	 	
              WGI

            	 	
              Abu
      Dhabi Oil Refining - FEED

            	 	
              Abu
      Dhabi

            	 	 	2,321,063	 	
              3/28/10

            	 	
              ADCO

            
	 91897941	 	
              WGI

            	 	
              Suncor
      Energy - Firebag 4

            	 	
              BNPP

            	 	 	2,676,182	 	
              1/2/09

            	 	
              Suncor

            
	 91898920	 	
              WGI

            	 	
              Qatar
      Gas

            	 	
              BNPP

            	 	 	10,000	 	
              12/31/07

            	 	 
      
	 91893039	 	
              WGI

            	 	
              Qatar
      Condensate

            	 	
              BNPP

            	 	 	365,209	 	
              11/15/09

            	 	
              Qatar

            
	 38892	 	
              WGI

            	 	
              Travelers
      - Insurance Support

            	 	
              HSBC

            	 	 	20,000,000	 	
              5/31/08

            	 	
              Broadway

            


    

    


    
      
        
          
          

          
          

        

        
          - 7
-

          
            

          

        

        
          List of Schedules

        

      

    

    
SCHEDULE 4.1C

     

    CORPORATE AND
CAPITAL STRUCTURE

     

    

     

     

    
      
        
        

      

      
        - 8
-

        
          

        

      

      
        List of Schedules

      

    

     

    

     

     

    
      
        
          
          

        

        
          - 9
-

          
            

          

        

        
          List of Schedules

          
            Corporate Organization Chart - Page
10

            ANNEX
A

            Washington
Group International, Inc. (an Ohio corporation)

             Subsidiaries
and Affiliates

            


            


          

        

      

    

     

    
      
        	
                Company
      Name

              	
                Incorporation

              	
                %
      Owned

              
	
                21st
      Century Rail Corporation*

              	
                Delaware corp.

              	
                 70

              
	
                Badger
      Energy, Inc.

              	
                Delaware corp.

              	
                 100

              
	
                Badger
      Middle East, Inc.

              	
                Delaware corp.

              	
                 100

              
	 
      	
                Washington
      International Saudi Arabia

              	
                Saudi Arabia
    LLC

              	
                 51

              
	
                Broadway
      Insurance Company, Ltd.

              	
                Bermuda corp.

              	
                 100

              
	
                CH2M-WG
      Idaho, LLC*

              	
                Idaho

              	
                 49.5

              
	
                Constructora
      MK de Mexico, S.A. de C.V.

              	
                Mexico corp.

              	
                 99

              
	
                Dulles
      Transit Partners, LLC*

              	
                Virginia LLC

              	
                 37.5

              
	
                EWT
      Hanford, LLC*

              	
                Delaware LLC

              	
                 41.25

              
	
                Ebasco
      International Corporation

              	
                Delaware corp.

              	
                 100

              
	 
      	
                Shanghai
      Ebasco - ECEPDI Engineering Corporation*

              	
                Rep. of China
    LLC

              	
                 50

              
	
                Energy
      Overseas International, Inc.

              	
                Delaware corp.

              	
                 100

              
	 
      	
                Catalytic
      Servicios, C.A.*

              	
                Venezuela
corp.

              	
                 50

              
	 
      	
                Cosa-United,
      C.A.*

              	
                Venezuela
corp.

              	
                 19.9

              
	
                FD/MK
      Limited Liability Company*

              	
                Delaware LLC

              	
                 40

              
	
                Global
      Energy Services LLC*

              	
                Delaware LLC

              	
                 49

              
	
                Hampton
      Roads Public-Private Development, L.L.C.*

              	
                Virginia LLC

              	
                 35

              
	
                IAP
      Northern New Mexico, LLC.*

              	
                New Mexico LLC

              	
                 19

              
	
                Los
      Alamos National Security, LLC*

              	
                Delaware LLC

              	
                 8.33

              
	
                MK
      Engineers and Contractors, S.A. de C.V

              	
                Mexico corp.

              	
                 99.99

              
	
                Morrison
      Knudsen Engenharia, S.A.

              	
                Brazil corp.

              	
                 99

              
	
                Morrison
      Knudsen Fort Knox Project Limited, LLC*

              	
                Ohio LLC

              	
                 99

              
	
                Morrison
      Knudsen MISR LLC, a Limited Liability Company

              	
                Egypt LLC

              	
                 5

              
	
                Morrison
      Knudsen Peru Sociedad de Responsabilidad Limitada

              	
                Peru LLC

              	
                 98

              
	 
      	
                Morrison
      Knudsen Peru Services S.A.*

              	
                Peru corp.

              	
                 75

              
	
                Parkway
      Group LLC*

              	
                Georgia

              	
                 45

              
	
                PT
      Morrison Knudsen Indonesia

              	
                Indonesia LLC

              	
                 99

              
	
                PT
      Power Jawa Barat*

              	
                Indonesia LLC

              	
                 5

              
	
                Pomeroy
      Corporation

              	
                California
    corp.

              	
                 100

              
	
                Raytheon-Ebasco
      Overseas Ltd. 

              	
                Delaware corp.

              	
                 100

              
	
                Raytheon
      Engineers & Constructors Italy SRL

              	
                Italy LLC

              	
                 99

              
	
                Rocky
      Mountain Remediation Services LLC*

              	
                Colorado LLC

              	
                 60

              
	
                SBG-Rust *

              	
                Saudi Arabia
    LLC

              	
                 50

              


      

      
 

      
        
          
          

        

        
          - 10
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	Company
      Name	
                Incorporation

              	
                %
      Owned

              
	
                Savannah
      River Alliance LLC*

              	
                Delaware LLC

              	
                 55

              
	
                Savannah
      River EnviroGroup LLC*

              	
                Delaware LLC

              	
                 57.5

              
	
                The
      Steam Generating Team LLC*

              	
                Ohio LLC

              	
                 50

              
	
                United
      Engineers Far East, Ltd.

              	
                Delaware corp.

              	
                 100

              
	 
      	
                Gibsin
      Engineers, Ltd.*

              	
                Taiwan corp.

              	
                 35

              
	
                United
      Engineers International, Inc.

              	
                Pennsylvania
    corp.

              	
                 100

              
	
                United
      Mid-East, Inc.

              	
                Delaware corp.

              	
                 100

              
	 
      	
                United
      Mid East Saudi Arabia

              	
                Saudi Arabia
    LLC

              	
                 75

              
	
                WGCI,
      Inc. 

              	
                Delaware corp.

              	
                 100

              
	 
      	
                Harbert-Yeargin
      Inc.

              	
                Delaware corp.

              	
                 100

              
	
                WGI
      Asia, Inc.

              	
                Delaware corp.

              	
                 100

              
	
                WGI
      Asia Pacific Pte. Ltd.

              	
                Singapore LLC

              	
                 100

              
	
                WGI
      Global Inc. 

              	
                Nevada corp.

              	
                 100

              
	
                WGI
      Global Opportunities LLC

              	
                Delaware

              	
                 100

              
	
                WGI
      Industrial Services, Ltd.

              	
                Ohio LLC

              	
                 100

              
	 
      	
                Ralph
      Tyler Services, Ltd.*

              	
                Ohio LLC

              	
                 49

              
	
                WGI
      Overseas Operations LLC

              	
                Delaware LLC

              	
                 100

              
	
                Washington
      Architects, LLC

              	
                Delaware LLC

              	
                 1001

              
	
                Washington-Catalytic,
      Inc.

              	
                Delaware corp.

              	
                 100

              
	
                Washington
      Closure Company LLC*

              	
                Washington LLC

              	
                 45

              
	
                Washington
      Closure Hanford LLC*

              	
                Delaware LLC

              	
                 40

              
	
                Washington
      Construction Corporation

              	
                Montana corp.

              	
                 100

              
	 
      	
                The
      Leasing Corporation

              	
                Nevada corp.

              	
                 100

              
	 
      	
                WGI
      Netherlands B.V.

              	
                Netherlands
LLC

              	
                 100

              
	 
      	 
      	
                Mibrag
      B.V*

              	
                Netherlands
LLC

              	
                 50

              
	 
      	 
      	 	MIBRAG
      Industriekraftwerke Betriebs GmbH*	
                Germany

              	
                 1

              
	 
      	 
      	 	MIBRAG
      Industriekraftwerke Vertriebs GmbH*	
                Germany

              	
                 1

              
	 
      	 
      	 	Mitteldeutsche
      Braunkohlengesellschaft mbH*	
                Germany LLC

              	
                 100

              
	 
      	
                Fernwarme
      GmbH Hohenmolsen-Webau*

              	
                Germany

              	
                 49

              
	 
      	
                GALA-MIBRAG-Service
      GmbH*

              	
                Germany

              	
                 100

              
	 
      	
                Grobener
      Logistik GmbH-Spedition, Handle und Transport*

              	
                Germany

              	
                 50

              
	 
      	
                Ingenierburo
      fur Grundwasser GmbH*

              	
                Germany

              	
                 25

              
	 
      	
                MIBRAG
      Industriekraftwerke Betriebs GmbH*

              	
                Germany

              	
                 99

              
	 
      	
                MIBRAG
      Industriekraftwerke GmbH & Co. KG*

              	
                    Germany

              	
                .01

              


      

       

      
        

        
          	
                  1

                	
                  
                    Owned by licensed employees for
      the benefit of Washington Group International
      (Ohio)

                  

                


        

      

       

      
        
          
          

        

        
          - 11
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	Company
      Name	Incorporation	% Owned
	
              	
                MIBRAG
      Industriekraftwerke Vermogensverwaltungs-und Beteiligungs GmbH*

              	
                Germany

              	
                 100

              
	 
      	
                MIBRAG
      Industriekraftwerke Vertriebs GmbH*

              	
                Germany

              	
                 99

              
	 
      	
                MUEG
      Mitteldeutsche Umwelt-und Entsorung GmbH*

              	
                Germany

              	
                 50

              
	 
      	
                Montan
      Bildings-und Entwicklungsgesellschaft mbH*

              	
                 Germany

              	
                 100

              
	
                Washington
      Demilitarization Company, LLC

              	
                Delaware LLC

              	
                 100

              
	
                Washington
      Earth Tech Disposal Cell (WEDC) LLC*

              	
                Tennessee LLC

              	
                 50

              
	
                Washington
      Engineers PSC

              	
                Puerto Rico
    corp.

              	
                 1002

              
	
                Washington-Framatome
      ANP DE&S Decontamination & Decommissioning, LLC*

              	
                New Mexico LLC

              	
                 50

              
	
                Washington
      Global Services, Inc.

              	
                Nevada corp.

              	
                 100

              
	
                Washington
      Government Environmental Services Company LLC

              	
                Delaware LLC

              	
                 100

              
	 
      	
                Safe
      Sites of Colorado LLC*

              	
                Delaware LLC

              	
                 65

              
	 
      	
                THOR
      Treatment Technologies, LLC*

              	
                Delaware LLC

              	
                 50

              
	 
      	
                Washington
      TRU Solutions LLC*

              	
                New Mexico LLC

              	
                 88

              
	 
      	
                West
      Valley Nuclear Services Company LLC

              	
                Delaware LLC

              	
                 100

              
	
                Washington
      Group Argentina, Inc.

              	
                Nevada corp.

              	
                 100

              
	
                Washington
      Group BWXT Operating Services, LLC*

              	
                Delaware LLC

              	
                 50

              
	
                Washington
      Group Engineering Consulting (Shanghai) Company Ltd.

              	
                China LLC

              	
                 100

              
	
                Washington
      Group Holdings Limited

              	
                Colorado corp.

              	
                 100

              
	 
      	
                Washington
      Enterprises Emirates LLC*

              	
                United Arab
      Emirates

                (Abu Dhabi)
LLC

              	
                 49

              
	
                Washington
      Group International do Brasil Ltda.

              	
                Brazil LLC

              	
                 99.99

              
	 
      	
                Morrison
      Knudsen Engenharia S.A.

              	
                Brazil corp.

              	
                 1

              
	
                Washington
      Group International Hungary Kft

              	
                Hungary LLC

              	
                 100

              
	
                Washington
      Group International Trading (Shanghai) Co. Ltd.

              	
                China LLC

              	
                 100

              
	
                Washington
      Group Ireland Ltd.

              	
                Delaware corp.

              	
                 100

              
	
                Washington
      Group Latin America, Inc.

              	
                Delaware corp.

              	
                 100

              
	
                Washington
      Group (Malaysia) Sdn Bhd

              	
                Malaysia corp.

              	
                 100

              
	 
      	
                Washington
      Senggara Sdn Bhd*

              	
                Malaysia corp.

              	
                 49

              
	
                Washington
      Group Northern Ltd.

              	
                Canada corp.

              	
                 100

              
	
                Washington
      Group Polska Sp.zo.o.

              	
                Poland LLC

              	
                 100

              
	
                Washington
      Group Transit Management Company

              	
                Delaware corp.

              	
                 100

              
	
                Washington
      Infrastructure Corporation

              	
                New York corp.

              	
                 100

              
	
                Washington
      Infrastructure Services, Inc.  

              	
                Colorado corp.

              	
                 100

              
	
                Washington
      International B.V.

              	
                Netherlands
LLC

              	
                 100

              
	
                Washington
      International Holding Limited

              	
                United Kingdom Ltd
      Co

              	
                 100

              


      

       

      
        

        
          	
                  2

                	
                  
                    Owned by one Puerto
      Rico-licensed engineer employee for the benefit of Washington Group
      International
(Ohio)

                  

                


        

      

       

      
        
          
          

        

        
          - 12
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	Company
      Name	Incorporation	% Owned
	
              	
                Morrison
      Knudsen Venezuela S.A.

              	
                     Venezuela
      corp.

              	
                 100

              
	 
      	
                Nuclear
      Management Partners Limited

              	
                United Kingdom Ltd
      Co

              	
                 100

              
	 
      	
                UK
      Nuclear Waste Management Limited*

              	
                United Kingdom Ltd
      Co

              	
                 75

              
	 
      	
                Washington
      ACE LLP

              	
                United Kingdom
    LLP

              	
                 1

              
	 
      	
                Washington
      E & C Limited

              	
                United Kingdom Ltd
      Co

              	
                 100

              
	 
      	 
      	
                Washington
      ACE LLP

              	
                United Kingdom
    LLP

              	
                 99

              
	 
      	 
      	 
      	
                Washington
      Engineers LLP

              	
                Puerto Rico
LLP

              	
                 983

              
	 
      	 
      	
                Washington
      E&C Romania S.R.L.

              	
                Romania LLC

              	
                 1

              
	 
      	 
      	
                Washington
      Group Bolivia S.R.L.

              	
                Bolivia LLC

              	
                 1

              
	 
      	
                Washington
      E&C Romania S.R.L.

              	
                Romania LLC

              	
                 99

              
	 
      	
                Washington
      Group Bolivia S.R.L.

              	
                Bolivia

              	
                 99

              
	 
      	
                Washington
      Group Deutschland GmbH

              	
                Germany LLC

              	
                 100

              
	 
      	 
      	
                Morrison
      Knudsen Umwelt GmbH

              	
                Germany LLC

              	
                 100

              
	 
      	 
      	
                Washington
      Group Industrial GmbH

              	
                Germany LLC

              	
                 100

              
	 
      	
                Washington
      Group Namibia Limited

              	
                United Kingdom Ltd
      Co

              	
                 100

              
	 
      	
                Washington
      Group (St. Lucia) Holding Ltd.

              	
                St. Lucia

              	
                 100

              
	 
      	 
      	
                Washington
      Group Jamaica Limited

              	
                Jamaica

              	
                 100

              
	 
      	 
      	
                Washington
      Group (Trinidad & Tobago) Limited

              	
                Trinidad &
      Tobago

              	
                 100

              
	 
      	
                Washington
      Group Engineers & Constructors Espana, S.L.

              	
                Spain LLC

              	
                 100

              
	 
      	
                Washington
      International, LLC

              	
                Delaware LLC

              	
                 100

              
	 
      	
                Washington
      Zander Global Services GmbH*

              	
                Germany LLC

              	
                 30

              
	 
      	 
      	
                Washington
      Zander Global Services UK Limited*

              	
                United Kingdom Ltd
      Co

              	
                 100

              
	 
      	 
      	
                Washington
      Zander Global Services Switzerland S.A.*

              	
                Switzerland

              	
                 100

              
	 
      	 
      	
                Washington
      Zander Global Services CIS*

              	
                Russia

              	
                 100

              
	 
      	 
      	
                Washington
      Zander Global Services France*

              	
                France

              	
                 100

              
	 
      	 
      	
                Washington
      Zander Security Services SPRL

              	
                Belgium

              	
                 100

              
	 
      	
                WGI
      Middle East (UK) Ltd.

              	
                United Kingdom Ltd
      Co

              	
                 100

              
	
                Washington
      International, Inc.

              	
                Nevada corp.

              	
                 100

              
	 
      	
                MK
      Engineers and Contractors, S.A. de C.V.

              	
                Mexico LLC

              	
                 .01

              
	 
      	
                Morrison
      Knudsen MISR LLC, a Limited Liability Company

              	
                Egypt LLC

              	
                 95

              
	 
      	
                United
      Mid East Saudi Arabia

              	
                Saudi Arabia
    LLC

              	
                 25

              
	 
      	
                Washington
      Group International do Brasil Ltda.

              	
                Brazil LLC

              	
                 .01

              
	 
      	 
      	
                Morrison
      Knudsen Engenharia S.A.

              	
                Brazil corp

              	
                1

              
	 
      	
                Washington
      International Saudi Arabia

              	
                Saudi Arabia
    LLC

              	
                 49

              
	 
      	
                WGI
      Middle East Inc.

              	
                Nevada corp.

              	
                 100

              


      

       

      
        

        
          	
                  3

                	
                  
                    Remaining 2% owned by two
      Puerto Rico-licensed engineer employees for benefit of Washington Group
      International
(Ohio)

                  

                


        

      

       

      
        
          
          

        

        
          - 13
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	Company Name	Incorporation	% Owned
	
                Washington
      Midwest LLC

              	
                Ohio LLC

              	
                 1004

              
	
                Washington
      Ohio Services, LLC

              	
                Nevada LLC

              	
                 100

              
	
                Washington
      Quality Inspection Company

              	
                Delaware corp.

              	
                 100

              
	
                Washington
      River Protection Solutions LLC*

              	
                Delaware LLC

              	
                 60

              
	
                Washington
      Savannah River Company LLC

              	
                Delaware LLC

              	
                 100

              
	 
      	
                Washington
      Safety Management Solutions LLC

              	
                Delaware LLC

              	
                 100

              
	 
      	 
      	
                WSMS
      Mid-America LLC

              	
                Delaware LLC

              	
                 100

              
	 
      	 
      	
                WSMS-MK
      LLC

              	
                Tennessee LLC

              	
                 75

              
	
                Washington
      Services (Thailand) Ltd.

              	
                Thailand LLC

              	
                 945

              
	
                Washington/SNC-Lavalin
      LLC*

              	
                Delaware LLC

              	
                 50

              
	
                Washington
      Transportation Partners Limited Liability Company*

              	
                Washington LLC

              	
                 50

              
	
                West
      Valley Environmental Services LLC*

              	
                Delaware LLC

              	
                 60

              
	
                Wisconsin
      Power Constructors, LLC

              	
                Wisconsin LLC

              	
                 100

              
	
                WSMS-MK
      LLC

              	
                Tennessee LLC

              	
                 25

              


      

       

      
        

        
          	
                  4

                	
                  
                    Owned by licensed employees for
      the benefit of Washington Group International
      (Ohio)

                  

                


        

      

       

      
        	
                5

              	
                
                  Remaining 6% owned by
      individuals for benefit of Washington Group International
      (Ohio)

                

              


      

       

      
        	
                *

              	
                
                  Joint
      Venture

                

              


      


      
        
          
          

        

        
          - 14
-

          
            

          

        

        
          List of Schedules

        

      



     

     

    
      
        
        

      

      
        - 15
-

        
          

        

      

      
        List of Schedules

      

    

     

    SCHEDULE 5.1A

    


    ORGANIZATION
AND POWERS

    


    
      	
              Loan
      Party

            	
              Jurisdiction
      of Organization

            
	
              URS
      Corporation

            	
              Delaware

            
	
              Aman
      Environmental construction, Inc.

            	
              California

            
	
              Badger
      Energy, Inc.

            	
              Delaware

            
	
              Badger
      Middle East, Inc.

            	
              Delaware

            
	
              Banshee
      Construction Company, Inc.

            	
              California

            
	
              Bear
      Merger Sub, Inc.

            	
              Delaware

            
	
              Clay
      Street Properties

            	
              California

            
	
              Cleveland
      Wrecking Company

            	
              Delaware

            
	
              D&M
      Consulting Engineers, Inc.

            	
              Delaware

            
	
              Dames
      & Moore Group (NY) Inc.

            	
              New
      York

            
	
              Ebasco
      International Corporation

            	
              Delaware

            
	
              EG&G
      Defense Materials, Inc.

            	
              Utah

            
	
              EG&G
      Technical Services, Inc.

            	
              Delaware

            
	
              E.C.
      Driver & Associates, Inc.

            	
              Florida

            
	
              Energy
      Overseas International, Inc.

            	
              Delaware

            
	
              Geotesting
      Services, Inc.

            	
              California

            
	
              Harbert-Yeargin
      Inc.

            	
              Delaware

            
	
              Lear
      Siegler Logistics International, Inc.

            	
              Delaware

            


    

    


    
      
        
        

      

      
        - 16
-

        
          

        

      

      
        List of Schedules

      

    

    


    
      	
              Loan
      Party

            	
              Jurisdiction
      of Organization

            
	
              Lear
      Siegler Services, Inc.

            	
              Delaware

            
	
              National
      Projects, Inc.

            	
              Nevada

            
	
              Pomeroy
      Corporation

            	
              California

            
	
              Radian
      Engineering, Inc.

            	
              New
      York

            
	
              Raytheon-Ebasco
      Overseas, Ltd.

            	
              Delaware

            
	
              Rust
      Constructors Puerto Rico, Inc.

            	
              Nevada

            
	
              Rust
      Constructors Inc.

            	
              Delaware

            
	
              Signet
      Testing Laboratories, Inc.

            	
              Delaware

            
	
              The
      Leasing Corporation

            	
              Nevada

            
	
              United
      Engineers Far East, Ltd.

            	
              Delaware

            
	
              United
      Engineers International, Inc.

            	
              Pennsylvania

            
	
              United
      Mid-East, Inc.

            	
              Delaware

            
	
              URS
      Architects/Engineers, Inc.

            	
              New
      Jersey

            
	
              URS
      Architecture - Oregon, Inc.

            	
              Oregon

            
	
              URS
      Caribe, L.L.P.

            	
              Delaware

            
	
              URS
      Construction Services, Inc.

            	
              Florida

            
	
              URS
      Corporation

            	
              Nevada

            
	
              URS
      Corporation AES

            	
              Connecticut

            
	
              URS
      Corporation Architecture, P.C.

            	
              North
      Carolina

            
	
              URS
      Corporation Design

            	
              Ohio

            




    
      
        
        

      

      
        - 17
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Loan
      Party

            	
              Jurisdiction
      of Organization

            
	
              URS
      Corporation - Maryland

            	
              Maryland

            
	
              URS
      Corporation – New York

            	
              New
      York

            
	
              URS
      Corporation – North Carolina

            	
              North
      Carolina

            
	
              URS
      Corporation - Ohio

            	
              Ohio

            
	
              URS
      Corporation Great Lakes

            	
              Michigan

            
	
              URS
      Corporation Services

            	
              Pennsylvania

            
	
              URS
      Corporation Southeast

            	
              Georgia

            
	
              URS
      Corporation Southern

            	
              California

            
	
              URS
      District Services, P.C.

            	
              District
      of Columbia

            
	
              URS
      Greiner Woodward-Clyde Consultants, Inc.

            	
              New
      York

            
	
              URS
      Group, Inc.

            	
              Delaware

            
	
              URS
      Holdings, Inc.

            	
              Delaware

            
	
              URS
      International, Inc.

            	
              Delaware

            
	
              URS
      Operating Services, Inc.

            	
              Delaware

            
	
              URS
      Resources, LLC

            	
              Delaware

            
	
              URS
      Stevenson Architecture, P.C.

            	
              Mississippi

            
	
              Washington
      Architects, LLC

            	
              Delaware

            
	
              Washington
      - Catalytic, Inc.

            	
              Delaware

            
	
              Washington
      Construction Corporation

            	
              Montana

            
	
              Washington
      Demilitarization Company, LLC

            	
              Delaware

            


    

    
 

    
      
        
        

      

      
        - 18
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Loan
      Party

            	
              Jurisdiction
      of Organization

            
	
              Washington
      Global Services, Inc.

            	
              Nevada

            
	
              Washington
      Government Environmental Services Company LLC

            	
              Delaware

            
	
              Washington
      Group Argentina, Inc.

            	
              Nevada

            
	
              Washington
      Group Holdings Limited

            	
              Colorado

            
	
              Washington
      Group International, Inc.

            	
              Delaware

            
	
              Washington
      Group International, Inc.

            	
              Ohio

            
	
              Washington
      Group Ireland Ltd.

            	
              Delaware

            
	
              Washington
      Group Latin America, Inc.

            	
              Delaware

            
	
              Washington
      Group Transit Management Company

            	
              Delaware

            
	
              Washington
      Infrastructure Corporation

            	
              New
      York

            
	
              Washington
      Infrastructure Services, Inc.

            	
              Colorado

            
	
              Washington
      International, Inc.

            	
              Nevada

            
	
              Washington
      Midwest LLC

            	
              Ohio

            
	
              Washington
      Ohio Services, LLC

            	
              Nevada

            
	
              Washington
      Quality Inspection Company

            	
              Delaware

            
	
              West
      Valley Nuclear Services Company, LLC

            	
              Delaware

            
	
              WGCI,
      Inc.

            	 
      
	
              WGI
      Asia, Inc.

            	
              Delaware

            
	
              WGI
      Global Inc.

            	
              Nevada

            
	
              WGI
      Global Opportunities LLC

            	
              Delaware

            


    

     

    
      
        
        

      

      
        - 19
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Loan
      Party

            	
              Jurisdiction
      of Organization

            
	
              WGI
      Industrial Services, Ltd.

            	
              Ohio

            
	
              WGI
      Middle East Inc.

            	
              Nevada

            
	
              WGI
      Overseas Operations LLC

            	
              Delaware

            
	
              Wisconsin
      Power Constructors, LLC

            	
              Wisconsin

            


    

     

    


    
      
        
          
          

        

        
          - 20
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    SCHEDULE 5.1D

    


    SUBSIDIARIES
OF URS CORPORATION

    


    
      	
              Name
      of Domestic Subsidiary

            	
              State
      of Organization

            	
              %
      Owned

            
	 
      	 
      	 
      
	
              AMAN
      ENVIRONMENTAL CONSTRUCTION, INC.

            	
              California

            	
              100%
      URS Resources, LLC

            
	
              BANSHEE
      CONSTRUCTION COMPANY, INC.

            	
              California

            	
              100%
      URS Resources, LLC

            
	
              BEAR
      MERGER SUB, INC.

            	
              Delaware

            	
              100%
      URS Holdings, Inc.

            
	
              CLAY
      STREET PROPERTIES

            	
              California

            	
              100%
      URS Holdings, Inc.

            
	
              CLEVELAND
      WRECKING COMPANY

            	
              Delaware

            	
              100%
      URS Resources, LLC

            
	
              D&M
      CONSULTING ENGINEERS, INC.

            	
              Delaware

            	
              100%
      URS Resources, LLC

            
	
              DAMES
      & MOORE GROUP (NY) INC.

            	
              New
      York

            	
              100%
      URS Holdings, Inc.

            
	
              E.C.
      DRIVER & ASSOCIATES, INC.

            	
              Florida

            	
              100%
      URS Corporation – New York

            
	
              EG&G
      DEFENSE MATERIALS, INC.

            	
              Utah

            	
              100%
      EG&G  Technical Services, Inc.

            
	
              EG&G
      TECHNICAL SERVICES, INC.

            	
              Delaware

            	
              100%
      URS Holdings, Inc.

            
	
              GEOTESTING
      SERVICES, INC.

            	
              California

            	
              100%
      URS Corporation (Nevada)

            
	
              LEAR
      SIEGLER LOGISTICS INTERNATIONAL, INC.

            	
              Delaware

            	
              100%
      Lear Siegler Services, Inc.

            
	
              LEAR
      SIEGLER SERVICES, INC.

            	
              Delaware

            	
              100%
      URS Holdings, Inc.

            
	
              RADIAN
      ENGINEERING, INC.

            	
              New
      York

            	
              100%
      URS Resources, LLC

            
	
              RADIAN
      INTERNATIONAL LLC

            	
              Delaware

            	
              100%
      URS Resources, LLC

            
	
              SIGNET
      TESTING LABORATORIES, INC.

            	
              Delaware

            	
              100%
      URS Resources, LLC

            
	
              URS
      ARCHITECTS/ENGINEERS, INC.

            	
              New
      Jersey

            	
              100%
      (Class A Stock)URS Corporation (Nevada)

              70%
      (Class B Stock) Irwin Rosenstein

              30%
      (Class B Stock) James Gilsenan

            
	
              URS
      ARCHITECTURE – OREGON, INC.

            	
              Oregon

            	
              100%
      URS Corporation (Nevada)

            
	
              URS
      ARCHITECTURE & ENGINEERING – NEW YORK, P.C.

            	
              New
      York

            	
              100%
      William Stevenson

            
	
              URS
      CARIBE, L.L.P.

            	
              Delaware

            	
              100%
      URS Greiner Woodward-Clyde Consultants, Inc.

            
	
              URS
      CONSTRUCTION SERVICES, INC.

            	
              Florida

            	
              100%
      URS Corporation (Nevada)

            
	
              URS
      CORPORATION

            	
              Nevada

            	
              100%
      URS Holdings, Inc.

            
	
              URS
      CORPORATION AES

            	
              Connecticut

            	
              25
      % Michael G. Wilmes

              25%
      Jeffrey Scala

              25%
      William A. Stevenson

              25%
      URS Corporation (Nevada)

            
	
              URS
      CORPORATION – MARYLAND

            	
              Maryland

            	
              100%
      URS Holdings, Inc.

            
	
              URS
      CORPORATION - NEW YORK

            	
              New
      York

            	
              100%
      URS Corporation (Nevada)

            
	
              URS
      CORPORATION - NORTH CAROLINA

            	
              North
      Carolina

            	
              60%
      Irwin Rosenstein

              40%
      Timothy Keener

            
	
              URS
      CORPORATION – OHIO

            	
              Ohio

            	
              100%
      URS Corporation (Nevada) (Common I, Common II and
    Preferred)

            


    

     

    
      
        
        

      

      
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              Name
      of Domestic Subsidiary

            	
              State
      of Organization

            	
              %
      Owned

            
	 	 	 
	
              URS
      CORPORATION ARCHITECTURE, P. C.

            	
              North
      Carolina

            	
              24%
      Charles Rodenfels

              52%
      George Lewis

              24%
      William Stevenson

            
	
              URS
      CORPORATION DESIGN

            	
              Ohio

            	
              30%
      Michael Burgess

              30%
      Charles Rodenfels

              40%
      URS Corporation - Ohio

            
	
              URS
      CORPORATION GREAT LAKES

            	
              Michigan

            	
              100%
      URS Corporation (Nevada)

            
	
              URS
      CORPORATION SERVICES

            	
              Pennsylvania

            	
              33.33%
      William Stevenson

              16.67%
      George Lewis

              16.67%
      Edward Trojan

              33.33%
      URS Corporation (Nevada)

            
	
              URS
      CORPORATION SOUTHEAST

            	
              Georgia

            	
              50%
      William Stevenson

              50%
      Steven Flukinger

            
	
              URS
      CORPORATION SOUTHERN

            	
              California

            	
              100%
      URS Holdings, Inc.

            
	
              URS
      DISTRICT SERVICES, P.C.

            	
              District
      of Columbia

            	
              100%
      James Linthicum

            
	
              URS
      GREINER WOODWARD-CLYDE CONSULTANTS, INC.

            	
              New
      York

            	
              100%
      URS Corporation (Nevada)

            
	
              URS
      GROUP, INC.

            	
              Delaware

            	
              100%
      URS Holdings, Inc.

            
	
              URS
      HOLDINGS, INC.

            	
              Delaware

            	
              100%
      URS Corporation  (Delaware)

            
	
              URS
      INTERNATIONAL, INC.

            	
              Delaware

            	
              100%
      URS Corporation (Nevada)

            
	
              URS
      OPERATING SERVICES, INC.

            	
              Delaware

            	
              100%
      URS Holdings, Inc.

            
	
              URS
      RESOURCES, LLC

            	
              Delaware

            	
              100%
      URS Holdings, Inc.

            
	
              URS-STEVENSON
      ARCHITECTURE, P.C.

            	
              Mississippi

            	
              100%
      William Stevenson

            


    

    


    
      
        
          
          

        

        
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              Name
      of Foreign Subsidiary

            	
              Jurisdiction
      of Organization

            	
              %
      Owned

            
	 
      	 
      	 
      
	
              AACM
      INT’L PTY. LTD.

            	
              Australia

            	
              100%
      URS Australia Pty Ltd

            
	
              AGC
      WOODWARD-CLYDE PTY. LTD.

            	
              Australia

            	
              100%
      URS Australia Pty Ltd

            
	
              BUSINESS
      RISK STRATEGIES PTY. LTD.

            	
              Australia

            	
              100%
      URS Australia Pty Ltd

            
	
              DAMES
      & MOORE DE MEXICO S de R.L. de C.V.

            	
              Mexico

            	
              99.97%
      URS Holdings, Inc.

              .03%
      URS Corporation (Nevada)

            
	
              DAMES
      & MOORE INTERNATIONAL SRL

            	
              Venezuela

            	
              100%
      URS Corporation (Nevada)

            
	
              DAMES
      & MOORE PTY LIMITED

            	
              Australia

            	
              100%
      URS Australia Pty Ltd

            
	
              DAMES
      & MOORE SERVICIOS DE MEXICO, S de R.L. de C.V.

            	
              Mexico

            	
              99.97%
      Dames & Moore De Mexico S de R.L. de C.V.

              .03%
      URS Corporation (Nevada)

            
	
              DAMES
      & MOORE LTD.

            	
              United
      Kingdom

            	
              100%
      URS Australia Pty Ltd

            
	
              FORTECH
      FINANCE PTY LTD.

            	
              Australia

            	
              100%
      URS Australia Pty Ltd

            
	
              GREINER
      WOODWARD CLYDE DAMES & MOORE (MALAYSIA) SDN BHD

            	
              Malaysia

            	
              100%
      URS Greiner Woodward-Clyde (Malaysia) Sdn. Bhd.

            
	
              HOISTING
      SYSTEMS PTY. LTD.

            	
              Australia

            	
              100%
      URS Australia Pty Ltd

            
	
              HOLLINGSWORTH
      DAMES & MOORE PTY. LTD.

            	
              Australia

            	
              100%
      URS Australia Pty Ltd

            
	
              MURRAY
      NORTH INTERNATIONAL LTD.

            	
              New
      Zealand

            	
              100%
      URS New Zealand Ltd.

            
	
              O'BRIEN
      KREITZBERG ASIA PACIFIC, LTD.

            	
              Hong
      Kong

            	
              100%
      URS Corporation (Nevada)

            
	
              O'BRIEN-KREITZBERG
      & ASSOCIATES LTD.

            	
              United
      Kingdom

            	
              100%
      URS Corporation (Nevada)

            
	
              PROFESSIONAL
      INSURANCE LIMITED

            	
              Bermuda

            	
              100%
      URS Holdings, Inc.

            
	
              PT
      GEOBIS WOODWARD-CLYDE INDONESIA

            	
              Indonesia

            	
              0.06%
      AV Marret 99.94% URS International, Inc.

            
	
              PT
      URS INDONESIA

            	
              Indonesia

            	
              .1%
      Roy Marrett

              99.9%
      URS Corporation (Nevada)

            
	
              RADIAN
      INTERNATIONAL PTY. LTD.

            	
              Australia

            	
              100%
      Radian International, LLC

            
	
              RADIAN
      INTERNATIONAL S.E.A. LIMITED

            	
              Thailand

            	
              100%
      Radian International, LLC

            
	
              TC
      CONSULTORES LTDA.

            	
              Portugal

            	
              100%
      Woodward Clyde Ltd.

            
	
              TECNOLOGIAS
      Y SERVICIOS AMBIENTALES TESAM S.A.

            	
              Chile

            	
              100%
      Radian International, LLC

            
	
              THORBURN
      COLQUHOUN HOLDINGS LIMITED

            	
              United
      Kingdom

            	
              100%
      URS Europe Limited

            
	
              UNITED
      RESEARCH SERVICES ESPANA, S.L.

            	
              Spain

            	
              100%
      URS Europe Limited

            
	
              URS
      ARCHITECTS & ENGINEERS CANADA, INC.

            	
              Canada

            	
              33.33%
      Paul Vincent

              66.67%
      Susan Sherman

            
	
              URS
      ASIA PACIFIC PTY LTD

            	
              Australia

            	
              100%
      URS International, Inc.

            
	
              URS
      AUSTRALIA PTY. LTD. (AUSTRALIA)

            	
              Australia

            	
              100%
      URS Asia Pacific Pty Ltd.

            
	
              URS
      BELGIUM BVBA

            	
              Belgium

            	
              100%
      URS Europe Limited

            
	
              URS
      CANADA, INC.

            	
              Ontario

            	
              100%
      common URS Corporation (Nevada)

              100%
      Class A Preferred Radian International LLC

            
	
              URS
      CHILE S.A.

            	
              Chile

            	
              99.9%
      URS Holdings, Inc.

              .1%
      URS Corporation (Nevada)

            


    

     

    
      
        
        

      

      
        - 23
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              Name
      of Foreign Subsidiary

            	
              Jurisdiction
      of Organization

            	
              %
      Owned

            
	 	 	 
	
              URS
      CONSULTING (INDIA) PVT. LTD.

            	
              India

            	
              100%
      URS Asia Pacific Pty Ltd.

            
	
              URS
      CONSULTING MALAYSIA SDN. BHD.

            	
              Malaysia

            	
              40%
      Burhanudding

              30%
      Syed Othman

              30%
      URS Corporation (Nevada)

            
	
              URS
      CONSULTING (SINGAPORE) PTE. LTD.

            	
              Singapore

            	
              100%
      URS Asia Pacific Pty. Ltd.

            
	
              URS
      CORPORATION S.A. (ARGENTINA)

            	
              Argentina

            	
              70%
      URS Corporation (Nevada)

              30%
      Aguirre & Gonzales SA

            
	
              URS
      CORPORATION BOLIVIA S.A.

            	
              Bolivia

            	
              100%
      URS Corporation (Nevada)

            
	
              URS
      CORPORATION LTD.

            	
              Scotland

            	
              100%
      URS Europe Ltd

            
	
              URS
      DEUTSCHLAND GMBH

            	
              Germany

            	
              100%
      URS International Inc

            
	
              URS
      EUROPE LIMITED

            	
              United
      Kingdom

            	
              100%
      URS International Inc

            
	
              URS
      EG&G DEFENCE SERVICES (UEDS) PTY. LTD.

            	
              Australia

            	
              100%
      URS Asia Pacific Pty. Ltd.

            
	
              URS
      FLIGHT TRAINING SERVICES LTD.

            	
              United
      Kingdom

            	
              100%
      Lear Siegler Logistics International, Inc.

            
	
              URS
      FORESTRY PTY. LTD.

            	
              Australia

            	
              100%
      URS Australia Pty Ltd

            
	
              URS
      FRANCE SAS

            	
              France

            	
              100%
      URS Europe Ltd

            
	
              URS
      GREINER (MALAYSIA) SDN. BHD.

            	
              Malaysia

            	
              100%
      URS Corporation (Nevada)

            
	
              URS
      GREINER WOODWARD-CLYDE (MALAYSIA) SDN. BHD.

            	
              Malaysia

            	
              100%
      URS International Inc

            
	
              URS
      HONG KONG LIMITED

            	
              Hong
      Kong

            	
              99.9999999%
      URS Asia Pacific Pty. Ltd.

              .00000001%
      AV Marret

            
	
              URS
      IRELAND LIMITED

            	
              Ireland

            	
              100%
      URS Europe Ltd

            
	
              URS
      ITALIA S.p.A.

            	
              Italy

            	
              100%
      URS Europe Ltd

            
	
              URS
      NETHERLANDS B.V.

            	
              Netherlands

            	
              100%
      URS Europe Ltd

            
	
              URS
      NEW ZEALAND LTD.

            	
              New
      Zealand

            	
              100%
      URS Asia Pacific Pty. Ltd.

            
	
              URS
      NORDIC AB

            	
              Sweden

            	
              100%
      URS Europe Ltd

            
	
              URS
      (PNG) LTD.

            	
              Papua
      New Guinea

            	
              100%
      URS Asia Pacific Pty. Ltd.

            
	
              URS
      PHILIPPINES, INC.

            	
              Philippines

            	
              99.95%
      URS International Inc.

              .01%
      Demosthenes B. Donato

              .01%
      Luzonia M. Em

              .01%
      Pedro Alejandro R. Rodrigues, Jr.

              .01%
      David Williamson

              .01%
      Abraham Marrett

            
	
              URS
      STRATEGIC ISSUES MANAGEMENT PTY. LTD.

            	
              Australia

            	
              100%
      URS Australia Pty Ltd

            


    

     

    
      
        
        

      

      
        - 24
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        List of Schedules

      

    

     

    
      	
              Name
      of Foreign Subsidiary

            	
              Jurisdiction
      of Organization

            	
              %
      Owned

            
	 	 	 
	
              URS
      (THAILAND) LIMITED

            	
              Thailand

            	
              99.94%
      URS Corporation (Nevada)

              .01%
      Pattanapong Srinam

              .01%
      Chalermpol Preechadej

              .01%
      Jinjira Juttawanich

              .01%
      John Towns Joseph Killeen

              .01%
      Eugene Saunders Davis

              .01%
      William Edward Callahan

            
	
              URS
      VERIFICATION LTD.

            	
              United
      Kingdom

            	
              100%
      URS Corporation Ltd

            
	
              WALK,
      HAYDEL ARABIA LTD.

            	
              Saudi
      Arabia

            	
              51%
      Abdulaziz Ali AlTurki / 49% URS Corporation

            
	
              WOODWARD-CLYDE
      GEO-CONSULTING SDN BHD

            	
              Malaysia

            	
              50%
      Selamah Binto

              50%
      Puan Khatija Binto

            
	
              WOODWARD-CLYDE
      LTD.

            	
              United
      Kingdom

            	
              100%
      URS Europe Ltd

            




    


    
      
        
          
          

        

        
          - 25
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          List of Schedules

        

      

    

    


    


    SUBSIDIARIES
OF WASHINGTON GROUP INTERNATIONAL, INC.

    


    
      	
              Name
      of Subsidiary

            	
              Incorporation

            	
              %
      Owned

            
	 
      	 
      	 
      
	
              BADGER
      ENERGY, INC.

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              BADGER
      MIDDLE EAST, INC.

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              BROADWAY
      INSURANCE COMPANY, LTD.

            	
              Bermuda

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              CONSTRUCTORA
      MK DE MEXICO S.A. DE C.V.

            	
              Mexico

            	
              99%
      Washington Group International, Inc. (Ohio)

              1%
      Washington Group International, Inc. (Delaware)

            
	
              EBASCO
      INTERNATIONAL CORPORATION

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              ENERGY
      OVERSEAS INTERNATIONAL, INC.

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              HARBERT-YEARGIN
      INC.

            	
              Delaware

            	
              100%
      WGCI, Inc.

            
	
              MK
      ENGINEERS & CONTRACTORS, S.A. DE C.V.

            	
              Mexico

            	
              99.99%
      Washington Group International, Inc. (Ohio)

              0.01%
      Washington International, Inc.

            
	
              MORRISON
      KNUDSEN ENGENHARIA S.A.

            	
              Brazil

            	
              99%
      Washington Group International, Inc. (Ohio)

              1%  Washington
      Group International do Brasil Ltda.

            
	
              MORRISON
      KNUDSEN MISR LLC, A LIMITED LIABILITY COMPANY

            	
              Egypt

            	
              95%
      Washington International, Inc.

              5%
      Washington Group International, Inc. (Ohio)

            
	
              MORRISON
      KNUDSEN PERU SOCIEDAD DE RESPONSABILIDAD LIMITADA

            	
              Peru

            	
              98%
      Washington Group International, Inc. (Ohio)

              1%
      Enrique Elias Laroza

              1%
      Jack Batievsky Spack

            
	
              MORRISON
      KNUDSEN UMWELT GMBH

            	
              Germany

            	
              100%
      Washington Group Deutschland GmbH

            
	
              MORRISON
      KNUDSEN VENEZUELA S.A.

            	
              Venezuela

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              NATIONAL
      PROJECTS, INC.

            	
              Nevada

            	
              100%
      Washington Holdings, Inc.

            
	
              NUCLEAR
      MANAGEMENT PARTNERS LIMITED

            	
              United
      Kingdom

            	
              100%
      Washington International Holding Limited

            
	
              POMEROY
      CORPORATION

            	
              California

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              PT
      MORRISON KNUDSEN INDONESIA

            	
              Indonesia

            	
              99%  Washington
      Group International, Inc. (Ohio)

              1%
      Steven Y. Chi

            
	
              RAYTHEON
      ENGINEERS & CONSTRUCTORS ITALY SRL

            	
              Italy

            	
              99%  Washington
      Group International, Inc. (Ohio)

              1%
      Nominal shareholder(s) unknown

            
	
              RAYTHEON-EBASCO
      OVERSEAS LTD.

            	
              Delaware

            	
              100%
      Washington Group International, Inc.
(Ohio)

            


    

     

    
      
        
        

      

      
        - 26
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        List of Schedules

      

    

     

    
      	
              Name
      of Subsidiary

            	
              Incorporation

            	
              %
      Owned

            
	 	 	 
	
              RUST
      CONSTRUCTORS INC.

            	
              Delaware

            	
              100%
      Washington Holdings, Inc.

            
	
              RUST
      CONSTRUCTORS PUERTO RICO, INC.

            	
              Nevada

            	
              100%
      Rust Constructors Inc.

            
	
              THE
      LEASING CORPORATION

            	
              Nevada

            	
              100%
      Washington Construction Corporation

            
	
              UNITED
      ENGINEERS FAR EAST, LTD.

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              UNITED
      ENGINEERS INTERNATIONAL, INC.

            	
              Pennsylvania

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              UNITED
      MID EAST SAUDI ARABIA

            	
              Saudi
      Arabia

            	
              75%
      United Mid-East, Inc.

              25%
      Washington International, Inc.

            
	
              UNITED
      MID-EAST, INC.

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      ACE LLP

            	
              United
      Kingdom

            	
              99%
      Washington E & C Limited

              1%  Washington
      International Holding Limited

            
	
              WASHINGTON
      ARCHITECTS, LLC

            	
              Delaware

            	
              25%
      Jean M. Yien

              25%
      George Gagliardi

              25%
      Paul Nigro

              25%
      Stephen G. Van Winkle

            
	
              WASHINGTON
      CONSTRUCTION CORPORATION

            	
              Montana

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      DEMILITARIZATION COMPANY, LLC

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      E & C LIMITED

            	
              United
      Kingdom

            	
              100%
       Washington
      International Holding Limited

            
	
              WASHINGTON
      E&C ROMANIA S.R.L.

            	
              Romania

            	
              99%  Washington
      International Holding Limited

              1%
      Washington E & C Limited

            
	
              WASHINGTON
      ENGINEERS LLP

            	
              Puerto
      Rico

            	
              98%  Washington
      ACE LLP

              1%
      Ihor John Nyszczot Luzecky

              1%
      Alfred Duane Schmidt McCully

            
	
              WASHINGTON
      ENGINEERS PSC

            	
              Puerto
      Rico

            	
              50%
      Victor John Puccio

              50%
      Alfred Duane Schmidt McCully

            
	
              WASHINGTON
      GLOBAL SERVICES, INC.

            	
              Nevada

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      GOVERNMENT ENVIRONMENTAL SERVICES COMPANY LLC

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      GROUP (MALAYSIA) SDN BHD

            	
              Malaysia

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      GROUP (ST. LUCIA) HOLDING LTD.

            	
              St.
      Lucia

            	
              100%  Washington
      International Holding Limited

            
	
              WASHINGTON
      GROUP ARGENTINA, INC.

            	
              Nevada

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      GROUP BOLIVIA S.R.L.

            	
              Bolivia

            	
              99%
      Washington International Holding Limited

              1%  Washington
      E & C Limited

            




    
      
        
        

      

      
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        List of Schedules

      

    

     

    
      	
              Name
      of Subsidiary

            	
              Incorporation

            	
              %
      Owned

            
	 	 	 
	
              WASHINGTON
      GROUP DEUTSCHLAND GMBH

            	
              Germany

            	
              100%
      Washington International Holding Limited

            
	
              WASHINGTON
      GROUP ENGINEERING CONSULTING (SHANGHAI) CO., LTD

            	
              China

            	
              100%
      Washington Group International , Inc. (Ohio)

            
	
              WASHINGTON
      GROUP ENGINEERS & CONSTRUCTORS ESPANA, S.L.

            	
              Spain

            	
              100%
      Washington International Holding Limited

            
	
              WASHINGTON
      GROUP HOLDINGS LIMITED

            	
              Colorado

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      GROUP INDUSTRIAL GMBH

            	
              Germany

            	
              100%
      Washington Group Deutschland GmbH

            
	
              WASHINGTON
      GROUP INTERNATIONAL DO BRASIL LTDA.

            	
              Brazil

            	
              99.99%
      Washington Group International, Inc. (Ohio)

              .01%
      Washington

              International,
      Inc.

            
	
              WASHINGTON
      GROUP INTERNATIONAL HUNGARY KFT

            	
              Hungary

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      GROUP INTERNATIONAL TRADING (SHANGHAI) CO. LTD.

            	
              China

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      GROUP INTERNATIONAL, INC.

            	
              Ohio

            	
              100%
      Washington Group International, Inc. (Delaware)

            
	
              WASHINGTON
      GROUP IRELAND LTD.

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      GROUP JAMAICA LIMITED

            	
              Jamaica

            	
              100%  Washington
      Group (St. Lucia) Holding Ltd.

            
	
              WASHINGTON
      GROUP LATIN AMERICA, INC.

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      GROUP NAMIBIA LIMITED

            	
              U.K.

            	
              100%
      Washington International Holding Limited

            
	
              WASHINGTON
      GROUP NORTHERN LTD.

            	
              Canada

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      GROUP POLSKA SP.ZO.O.

            	
              Poland

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      GROUP TRANSIT MANAGEMENT COMPANY

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      GROUP (TRINIDAD & TOBAGO) LIMITED

            	
              Trinidad
      & Tobago

            	
              100%  Washington
      Group (St. Lucia) Holding Ltd.

            
	
              WASHINGTON
      INFRASTRUCTURE CORPORATION

            	
              New
      York

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      INFRASTRUCTURE SERVICES, INC.

            	
              Colorado

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      INTERNATIONAL B.V.

            	
              Netherlands

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      INTERNATIONAL HOLDING LIMITED

            	
              United
      Kingdom

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      INTERNATIONAL SAUDI ARABIA

            	
              Saudi
      Arabia

            	
              49%  Washington
      International, Inc.

              51%  Badger
      Middle East, Inc.

            
	
              WASHINGTON
      INTERNATIONAL, INC.

            	
              Nevada

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      INTERNATIONAL, LLC

            	
              Delaware

            	
              100%
      Washington International Holding
Limited

            


    

     

    
      
        
        

      

      
        - 28
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Name
      of Subsidiary

            	
              Incorporation

            	
              %
      Owned

            
	 	 	 
	
              WASHINGTON
      MIDWEST LLC

            	
              Ohio

            	
              25%
      Alan M. Ebner

              25%
      Michael H. Garrett

              25%
      James S. Semple

              25%
      William J. Spengel

            
	
              WASHINGTON
      OHIO SERVICES, LLC

            	
              Nevada

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      QUALITY INSPECTION COMPANY

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      SAFETY MANAGEMENT SOLUTIONS LLC

            	
              Delaware

            	
              100%  Washington
      Savannah River Company LLC

            
	
              WASHINGTON
      SAVANNAH RIVER COMPANY LLC

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WASHINGTON
      SERVICES (THAILAND) LTD.

            	
              Thailand

            	
              94%  Washington
      Group International, Inc. (Ohio)

              1%
      Terry K. Eller

              1%
      Thomas R. Foote

              1%
      Stephen M. Johnson

              1%
      Jerry K. Lemon

              1%
      Richard D. Parry

              1%
      Lisa H. Ross

            
	
              WASHINGTON-CATALYTIC,
      INC.

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WEST
      VALLEY NUCLEAR SERVICES COMPANY LLC

            	
              Delaware

            	
              100%
      Washington Government Environmental Services Company
LLC

            
	
              WGCI,
      INC.

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WGI
      ASIA PACIFIC PTE. LTD.

            	
              Singapore

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WGI
      ASIA, INC.

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WGI
      GLOBAL INC.

            	
              Nevada

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WGI
      GLOBAL OPPORTUNITIES LLC

            	
              Delaware

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WGI
      INDUSTRIAL SERVICES, LTD.

            	
              Ohio

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WGI
      MIDDLE EAST (UK) LTD.

            	
              United
      Kingdom

            	
              100%  Washington
      International Holding Limited

            
	
              WGI
      MIDDLE EAST INC.

            	
              Nevada

            	
              100%  Washington
      International, Inc.

            
	
              WGI
      NETHERLANDS B.V.

            	
              Netherlands

            	
              100%  Washington
      Construction Corporation

            
	
              WISCONSIN
      POWER CONSTRUCTORS, LLC

            	
              Wisconsin

            	
              100%
      Washington Group International, Inc. (Ohio)

            
	
              WSMS
      MID-AMERICA LLC

            	
              Delaware

            	
              100%  Washington
      Safety Management Solutions LLC

            
	
              WSMS-MK
      LLC

            	
              Tennessee

            	
              75
      %  Washington Safety Management Solutions LLC

              25%  Washington
      Group International, Inc. (Ohio)

            
	
              WGI
      OVERSEAS OPERATIONS LLC

            	
              Delaware

            	
              100%
      Washington Group International, Inc.
(Ohio)

            


    

    


    
      
        
          
          

        

        
          - 29
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    SCHEDULE 5.5B

    


    REAL
PROPERTY

    


    
      	
              Address

            	
              Owner

            
	
              2033
      W. Avenue J, Lancaster, CA 93536

            	
              Clay
      Street Properties (a California corporation)

            
	
              Pepper
      Street, San Bernardino, CA

            	
              Washington
      Group International, Inc. (an Ohio corporation)

            
	
              500
      Hopper Street, Petaluma, CA  94952-3351

            	
              Pomeroy
      Corporation (a California corporation)

            
	
              27400
      East 5th Street, Highland, CA  92346

            	
              Washington
      Group International, Inc. (an Ohio corporation)

            
	
              2.5
      acres south of Boise, Boise, ID

            	
              Washington
      Group International, Inc. (an Ohio
corporation)

            


    

    


    


    


    
      
        
          
          

        

        
          - 30
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    SCHEDULE 5.5C

    


    INTELLECTUAL
PROPERTY

    


    URS
CORPORATION

    


    U.S. Trademark
Registrations

    


    
      	
               

              Registrant

              (or
      last Registered Owner)

            	
               

              Trademark

               

            	
               

              Registration

              Number

            	
               

              Registration

              Date

            
	
              URS
      Corporation

            	
              URS

            	
              1379575

            	
              01/21/1986

            
	
              URS
      Corporation

            	
              PORTERS
      PLACE

            	
              2287109

            	
              10/19/1999

            
	
              URS
      Corporation

            	
              LAP-XM

            	
              2324837

            	
              02/29/2000

            
	
              URS
      Corporation

            	
              LAP

            	
              1894542

            	
              05/16/1995

            
	
              URS
      Corporation

            	
              SORBATHENE

            	
              1535181

            	
              04/18/1989

            
	
              URS
      Corporation

            	
              SYNGYP

            	
              2462043

            	
              06/19/2001

            
	
              URS
      Corporation

            	
              ECHOSONDE

            	
              1098013

            	
              08/01/1998

            


    

    


    


    
      
        
          
          

        

        
          - 31
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    


    EG&G
TECHNICAL SERVICES, INC.

    


    U.S. Trademark
Registrations

    


    
      	
               

              Registrant

              (or
      last Registered Owner)

            	
               

              Trademark

               

            	
               

              Registration

              Number

            	
               

              Registration

              Date

            
	
              EG&G
      Technical Services, Inc.

            	
              EG&G

            	
              2619779

            	
              09/17/2002

            


    

    


    


    
      
        
          
          

        

        
          - 32
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    WASHINGTON
GROUP INTERNATIONAL

    


    U.S. Trademark
Registrations

    


    
      	
              Registrant

            	
              Trademark

            	
              Registration

              Number

            	
              Registration

              Date

            
	
              Washington
      Group International, Inc.

            	
              INTEGRATED
      ENGINEERING, CONSTRUCTION, AND MANAGEMENT SOLUTIONS

            	
              2991327

            	
              09/06/2005

            
	
              Washington
      Group International, Inc.

            	
              MK

            	
              2199496

            	
              10/27/1998

            
	
              Washington
      Group International, Inc.

            	
              MK
      CO MORRISON KNUDSEN Stylized & Design

            	
              1744815

            	
              01/05/1993

            
	
              Washington
      Group International, Inc.

            	
              MK
      CO Stylized & Design

            	
              1699437

            	
              07/07/1992

            
	
              Washington
      Group International, Inc.

            	
              MORRISON
      KNUDSEN Stylized

            	
              1716505

            	
              09/15/1992

            
	
              Washington
      Group International, Inc.

            	
              THE
      WASHINGTON WAY

            	
              3135363

            	
              08/29/2006

            
	
              Washington
      Group International, Inc.

            	
              The
      Washington Way & Design

            	
              3180110

            	
              12/05/2006

            
	
              Washington
      Group International, Inc.

            	
              WASHINGTON

            	
              2893688

            	
              10/12/2004

            
	
              Washington
      Group International, Inc.

            	
              WASHINGTON
      GROUP

            	
              2813367

            	
              02/10/2004

            
	
              Washington
      Group International, Inc.

            	
              WASHINGTON
      GROUP INTERNATIONAL, INTEGRATED ENGINEERING, CONSTRUCTION, AND MANAGEMENT
      SOLUTIONS

            	
              3156804

            	
              10/17/2006

            


    

    


    


    


    
      
        
          
          

        

        
          - 33
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    


    URS
CORPORATION

    


    U.S. Trademark
Applications

    


    
      	
               

              Applicant

            	
               

              Trademark

            	
               

              Application
      Serial

              Number

            	
               

              Application

              Date

            
	
              URS
      Corporation

            	
              URS

            	
              78839141

            	
              03/16/2006

            


    

    


    


    WASHINGTON
GROUP INTERNATIONAL

    


    U.S. Trademark
Applications

    


    
      	
              Applicant

            	
              Trademark

            	
              Application
      Serial

              Number

            	
              Application

              Date

            
	
              Washington
      Group International, Inc.

            	
              BUILDING
      TOMORROW TOGETHER

            	
              77161395

            	
              04/20/2007

            
	
              Washington
      Group International

            	
              EBASCO

            	
              77/218,032

            	
              6/28/2007

            
	
              Washington
      Group International

            	
              EBASCO
      UTILITY CONSULTANTS, ENGINEERS AND CONSTRUCTORS &
    Design

            	
              77/219,002

            	
              6/29/2007

            
	
              Washington
      Group International

            	
              LITWIN

            	
              77/219,025

            	
              6/29/2007

            
	
              Washington
      Group International, Inc.

            	
              SECURERISK

            	
              77/090094

            	
              01/24/2007

            


    

    


    


    


    
      
        
          
          

        

        
          - 34
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    URS
CORPORATION

    


    Foreign Trademark
Registrations

    


    
      	
               

              Country

            	
               

              Registrant

              (or
      last Registered Owner)

            	
               

              Trademark

               

               

            	
               

              Registration

              Number

            	
               

              Registration

              Date

            
	
              Argentina

            	
              URS
      Corporation

            	
              URS

            	
              1848927

            	
              10/26/2001

            
	
              Australia

            	
              URS
      Corporation

            	
              URS

            	
              1103438

            	
              03/14/2006

            
	
              Australia

            	
              URS
      Corporation

            	
              URS

            	
              832956

            	
              04/26/2000

            
	
              Azerbaijan

            	
              URS
      Corporation

            	
              URS

            	
              20010144

            	
              04/04/2001

            
	
              Bolivia

            	
              URS
      Corporation

            	
              URS

            	
              87710-C

            	
              08/02/2002

            
	
              Bolivia

            	
              URS
      Corporation

            	
              URS

            	
              8711-C

            	
              08/02/2002

            
	
              Brazil

            	
              URS
      Corporation

            	
              URS

            	
              822948915

            	
              06/13/2006

            
	
              Brazil

            	
              URS
      Corporation

            	
              URS

            	
              822948907

            	
              06/13/2006

            
	
              Canada

            	
              URS
      Corporation

            	
              URS

            	
              TMA679937

            	
              01/22/2007

            
	
              Canada

            	
              URS
      Corporation

            	
              WOODWARD-CLYDE

            	
              TMA566531

            	
              08/28/2002

            
	
              Canada

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              TMA525477

            	
              03/22/2000

            
	
              Chile

            	
              URS
      Corporation

            	
              URS

            	
              740121

            	
              11/23/2005

            
	
              Chile

            	
              URS
      Corporation

            	
              URS

            	
              591708

            	
              03/09/2001

            
	
              China

            	
              URS
      Corporation

            	
              WOODWARD-CLYDE

            	
              1487960

            	
              12/07/2000

            
	
              China

            	
              URS
      Corporation

            	
              WOODWARD-CLYDE

            	
              1479547

            	
              11/21/2000

            
	
              China

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              1189913

            	
              07/07/1998

            
	
              China

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              1181870

            	
              06/07/1998

            
	
              China

            	
              URS
      Corporation

            	
              URS

            	
              1352222

            	
              01/07/2000

            
	
              China

            	
              URS
      Corporation

            	
              URS

            	
              1357286

            	
              01/21/2000

            
	
              European
      Community

            	
              URS
      Corporation

            	
              DAMES
      & MOORE

            	
              4430286

            	
              05/24/2006

            
	
              European
      Community

            	
              URS
      Corporation

            	
              URS

            	
              1627678

            	
              08/13/2001

            
	
              European
      Community

            	
              URS
      Corporation

            	
              WOODWARD-CLYDE

            	
              1281252

            	
              11/21/2000

            
	
              European
      Community

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              495259

            	
              11/04/1998

            
	
              Germany

            	
              URS
      Corporation

            	
              URS

            	
              30143726

            	
              03/14/2002

            
	
              Hong
      Kong

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              199809014

            	
              12/20/1996

            
	
              Hong
      Kong

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              199810496

            	
              12/20/1996

            
	
              Hong
      Kong

            	
              URS
      Corporation

            	
              URS

            	
              200700023AA

            	
              05/08/2000

            
	
              Hong
      Kong

            	
              URS
      Corporation

            	
              URS

            	
              300492651

            	
              09/09/2005

            
	
              Hong
      Kong

            	
              URS
      Corporation

            	
              WOODWARD-CLYDE

            	
              200213763AA

            	
              02/19/1999

            


    

     

    
      
        
        

      

      
        - 35
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	 
      

              Country

               

            	 
      

              Registrant

              (or
      last Registered Owner)

               

            	 
      

              Trademark

            	
               

              Registration

              Number

            	 
      

              Registration

              Date

            
	
              Indonesia

            	
              URS
      Corporation

            	
              URS

            	
              482000

            	
              07/19/2000

            
	
              Indonesia

            	
              URS
      Corporation

            	
              URS

            	
              481999

            	
              07/05/2001

            
	
              Japan

            	
              URS
      Corporation

            	
              URS

            	
              4498288

            	
              08/10/2001

            
	
              Lebanon

            	
              URS
      Corporation

            	
              URS

            	
              84230

            	
              07/18/2000

            
	
              Malaysia

            	
              URS
      Corporation

            	
              WOODWARD-CLYDE

            	
              99007900

            	
              08/01/2002

            
	
              Malaysia

            	
              URS
      Corporation

            	
              WOODWARD-CLYDE

            	
              99007899

            	
              06/23/2003

            
	
              Malaysia

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              98000585

            	
              08/23/2003

            
	
              Malaysia

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              98000586

            	
              02/14/2005

            
	
              Malaysia

            	
              URS
      Corporation

            	
              URS

            	
              5586

            	
              05/05/2000

            
	
              Mexico

            	
              URS
      Corporation

            	
              URS

            	
              945335

            	
              07/27/2006

            
	
              Mexico

            	
              URS
      Corporation

            	
              URS

            	
              944710

            	
              07/26/2006

            
	
              Mexico

            	
              URS
      Corporation

            	
              URS

            	
              944709

            	
              07/26/2006

            
	
              Mexico

            	
              URS
      Corporation

            	
              URS

            	
              934601

            	
              05/26/2006

            
	
              Mexico

            	
              URS
      Corporation

            	
              URS

            	
              659206

            	
              06/16/2000

            
	
              Mexico

            	
              URS
      Corporation

            	
              URS

            	
              659207

            	
              06/16/2000

            
	
              Mexico

            	
              URS
      Corporation

            	
              WOODWARD-CLYDE

            	
              641362

            	
              02/16/2000

            
	
              Mexico

            	
              URS
      Corporation

            	
              WOODWARD-CLYDE

            	
              641363

            	
              02/16/2000

            
	
              Mexico

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              580344

            	
              06/30/1998

            
	
              Mexico

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              570337

            	
              02/24/1998

            
	
              New
      Zealand

            	
              URS
      Corporation

            	
              URS

            	
              744444

            	
              03/10/2006

            
	
              New
      Zealand

            	
              URS
      Corporation

            	
              URS

            	
              659207

            	
              05/12/2000

            
	
              New
      Zealand

            	
              URS
      Corporation

            	
              URS

            	
              613265

            	
              04/27/2000

            
	
              New
      Zealand

            	
              URS
      Corporation

            	
              URS

            	
              613266

            	
              04/27/2000

            
	
              Norway

            	
              URS
      Corporation

            	
              URS

            	
              209885

            	
              08/16/2001

            
	
              Peru

            	
              URS
      Corporation

            	
              URS

            	
              27128

            	
              10/31/2001

            
	
              Peru

            	
              URS
      Corporation

            	
              URS

            	
              44383

            	
              10/27/2006

            
	
              Peru

            	
              URS
      Corporation

            	
              URS

            	
              44384

            	
              10/30/2006

            
	
              Peru

            	
              URS
      Corporation

            	
              URS

            	
              43142

            	
              09/08/2006

            
	
              Peru

            	
              URS
      Corporation

            	
              URS

            	
              43118

            	
              09/05/2006

            
	
              Peru

            	
              URS
      Corporation

            	
              URS

            	
              23348

            	
              10/19/2000

            
	
              Philippines

            	
              URS
      Corporation

            	
              URS

            	
              2000-003438

            	
              12/14/2003

            
	
              Romania

            	
              URS
      Corporation

            	
              URS

            	
              67616

            	
              02/08/2005

            


    

    
 

    
      
        
        

      

      
        - 36
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	 
      

              Country

            	 
      

              Registrant

              (or
      last Registered Owner)

               

            	 
      

              Trademark

            	 
      

              Registration

              Number

            	 
      

              Registration

              Date

            
	
              Russian
      Federation

            	
              URS
      Corporation

            	
              URS

            	
              209683

            	
              03/18/2002

            
	
              Saudi
      Arabia

            	
              URS
      Corporation

            	
              URS

            	
              900/97

            	
              03/04/2007

            
	
              Saudi
      Arabia

            	
              URS
      Corporation

            	
              URS

            	
              900/82

            	
              03/04/2007

            
	
              Saudi
      Arabia

            	
              URS
      Corporation

            	
              URS

            	
              885/87

            	
              01/21/2007

            
	
              Saudi
      Arabia

            	
              URS
      Corporation

            	
              URS

            	
              885/84

            	
              01/21/2007

            
	
              Saudi
      Arabia

            	
              URS
      Corporation

            	
              URS

            	
              885/86

            	
              01/21/2007

            
	
              Saudi
      Arabia

            	
              URS
      Corporation

            	
              URS

            	
              611/33

            	
              01/16/2002

            
	
              Saudi
      Arabia

            	
              URS
      Corporation

            	
              URS

            	
              613/44

            	
              01/22/2002

            
	
              Singapore

            	
              URS
      Corporation

            	
              URS

            	
              T00/07151D

            	
              10/21/2002

            
	
              Singapore

            	
              URS
      Corporation

            	
              URS

            	
              T00/07150F

            	
              09/02/2002

            
	
              South
      Korea

            	
              URS
      Corporation

            	
              URS

            	
              4100779000000

            	
              07/31/2002

            
	
              South
      Korea

            	
              URS
      Corporation

            	
              URS

            	
              41-0152511

            	
              08/06/2007

            
	
              South
      Korea

            	
              URS
      Corporation

            	
              URS

            	
              77900

            	
              07/31/2002

            
	
              Spain

            	
              URS
      Corporation

            	
              DAMES
      AND MOORE

            	
              2600269M8

            	
              11/08/2004

            
	
              Switzerland

            	
              URS
      Corporation

            	
              URS

            	
              553362

            	
              09/12/2006

            
	
              Switzerland

            	
              URS
      Corporation

            	
              URS

            	
              515625

            	
              10/08/2003

            
	
              Switzerland

            	
              URS
      Corporation

            	
              URS

            	
              480567

            	
              04/27/2000

            
	
              Switzerland

            	
              URS
      Corporation

            	
              URS

            	
              744444

            	
              03/10/2006

            
	
              Taiwan

            	
              URS
      Corporation

            	
              WOODWARD-CLYDE

            	
              128608

            	
              08/31/2000

            
	
              Taiwan

            	
              URS
      Corporation

            	
              WOODWARD-CLYDE

            	
              127496

            	
              08/16/2000

            
	
              Taiwan

            	
              URS
      Corporation

            	
              WOODWARD-CLYDE

            	
              98566

            	
              03/01/1998

            
	
              Taiwan

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              107101

            	
              02/01/1999

            
	
              Taiwan

            	
              URS
      Corporation

            	
              URS

            	
              161144

            	
              04/29/2001

            
	
              Taiwan

            	
              URS
      Corporation

            	
              URS

            	
              139485

            	
              03/01/2001

            
	
              Taiwan

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              98566

            	
              03/01/1998

            
	
              Thailand

            	
              URS
      Corporation

            	
              URS

            	
              Bor34039

            	
              06/21/2007

            
	
              Thailand

            	
              URS
      Corporation

            	
              URS

            	
              Bor34273

            	
              08/07/2006

            
	
              United
      Arab Emirates Thailand

            	
              URS
      Corporation

            	
              URS

            	
              37232

            	
              04/14/2003

            


    

     

    
 

    
      
        
          
          

        

        
          - 37
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    


    EG&G
TECHNICAL SERVICES, INC.

    


    Foreign Trademark
Registrations

    


    
      	
              Country

            	
              Registrant
      (or last Registered Owner)

            	
              Trademark

            	
              Registration
      Number

            	
              Registration
      Date

            
	
              Argentina

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Design

            	
              Registration
      No. 1,675,957

            	
              Registered
      07/22/1998

            
	
              Benelux

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the Benelux records do not provide title
      information.)

            	
              

            	
              Registration
      No. 300,862

            	
              Filed
      01/19/71

              Renewed
      01/19/91

            
	
              Benelux

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the Benelux records do not provide title
      information.)

            	
              

            	
              Registration
      No. 300,864

            	
              Filed
      01/19/71

              Renewed
      01/19/91

            
	
              Benelux

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the Benelux records do not provide title
      information.

            	
              

               

            	
              Registration
      No. 300,863

            	
              Filed
      01/19/71

              Renewed
      01/19/91

            
	
              Brazil

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G

            	
              Registration
      No. 7,565,712

            	
              Registered
      01/10/96

            
	
              Brazil

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G

            	
              Registration
      No. 6,218,440

            	
              Registered
      01/10/96

            
	
              Brazil

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G

            	
              Registration
      No. 7,565,720

            	
              Registered
      01/10/96

            
	
              Brazil

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Registration
      No. 6,218,458

            	
              Registered
      01/10/96

            
	
              Brazil

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Registration
      No. 7,564,899

            	
              Registered
      01/10/96

            


    

     

    
      
        
        

      

      
        - 38
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Country

            	
              Registrant
      (or last Registered Owner)

            	
              Trademark

            	
              Registration
      Number

            	
              Registration
      Date

            
	
              Brazil

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Registration
      No. 7,564,880

            	
              Registered
      01/10/96

            
	
              Canada

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the Canadian records do not provide title
      information.)

            	
              

            	
              Registration
      No. 262,598

            	
              Filed
      06/11/80

              Registered
      09/25/81

            
	
              Canada

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the Canadian records do not provide title
      information.)

            	
              

            	
              Registration
      No. 262,735

            	
              Filed
      06/11/80

              Registered
      10/02/91

            
	
              Canada

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the Canadian records do not provide title
      information.)

            	
              

            	
              Registration
      No. 148,680

            	
              Filed
      10/06/65

              Registered
      12/23/66

            
	
              Czech
      Republic

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Design

            	
              Registration
      No. 161,162

            	
              Registered
      09/15/92

            
	
              European
      Community

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the European Community records do not provide title
      information.)

            	
              

            	
              Registration
      No. 276,287

            	
              Filed
      06/19/96

              Registered
      10/28/98

            
	
              European
      Community

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of
      EG&G

            	
              

            	
              Registration
      No. 49570

            	
              Filed
      09/27/65

              Registered
      02/20/67

            


    

     

    
      
        
        

      

      
        - 39
-

        
          

        

      

      
        List of Schedules

      

    

    

      	
              Country

            	
              Registrant
      (or last Registered Owner)

            	
              Trademark

            	
              Registration
      Number

            	
              Registration
      Date

            
	
               

            	
              Technical
      Services, Inc., but the European Community records do not provide title
      information.)

            	
               

            	
            	
            
	
              European
      Community

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the European Community records do not provide title
      information.)

            	
                 

            	
              Registration
      No. 1,595,083

            	
              Filed
      05/31/90

              Registered
      05/31/90

            
	
              Germany

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the German records do not provide title
      information.)

            	
              

            	
              Registration
      No. 955,003

            	
              Filed
      06/19/74

              Registered
      02/17/77

            
	
              Germany

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the German records do not provide title
      information.)

            	
              

            	
              Registration
      No. 955,001

            	
              Filed
      06/19/74

              Registered
      02/17/77

            
	
              Germany

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the German records do not provide title
      information.)

            	
              EG
      G

            	
              Registration
      No. 936,000

            	
              Filed
      06/19/74

              Registered
      10/01/75

            


    

     

    
      
        
        

      

      
        - 40
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Country

            	
              Registrant
      (or last Registered Owner)

            	
              Trademark

            	
              Registration
      Number

            	
              Registration
      Date

            
	
              Germany

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the German records do not provide title
      information.)

            	
              

            	
              Registration
      No. 791,410

            	
              Filed
      06/27/62

              Registered
      07/21/64

            
	
              Germany

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the German records do not provide title
      information.)

            	 	
              Registration
      No. 918,840

            	
              Filed
      08/02/72

              Registered
      08/02/92

            
	
              Germany

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the German records do not provide title
      information.)

            	
              

            	
               Registration
      No. 848,528

            	
              Filed
      07/15/65

              Registered
      08/13/68

            
	
              Indonesia

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Registration
      427,582

            	
              Registered
      03/31/99

            
	
              Japan

            	
              Easy
      and G, Inc. (The US assignment shows this to be in the name of EG&G
      Technical Services, Inc., but the Japanese records show it to be in the
      name of Easy and G, Inc.  Additionally, the Japanese records do
      not provide title information.)

            	
              

            	
              Registration
      No. 898,394

            	
              Filed
      05/27/67

              Registered
      05/25/71

              Expired
      05/25/01

            


    

     

    
      
        
        

      

      
        - 41
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Country

            	
              Registrant
      (or last Registered Owner)

            	
              Trademark

            	
              Registration
      Number

            	
              Registration
      Date

            
	
              Japan

            	
              Easy
      and G, Inc. (The US assignment shows this to be in the name of EG&G
      Technical Services, Inc., but the Japanese records show it to be in the
      name of Easy and G, Inc.  Additionally, the Japanese records do
      not provide title information.)

            	
              

            	
              Registration
      No. 1,574,295

            	
              Filed
      07/13/79

              Registered
      03/28/83

            
	
              Japan

            	
              Easy
      and G, Inc. (The US assignment shows this to be in the name of EG&G
      Technical Services, Inc., but the Japanese records show it to be in the
      name of Easy and G, Inc.  Additionally, the Japanese records do
      not provide title information.)

            	
              

            	
              Registration
      No. 1,640,957

            	
              Filed
      07/13/79

              Registered
      03/26/83

            
	
              Japan

            	
              Easy
      and G, Inc. (The US assignment shows this to be in the name of EG&G
      Technical Services, Inc., but the Japanese records show it to be in the
      name of Easy and G, Inc.  Additionally, the Japanese records do
      not provide title information.)

            	 	
              Registration
      No. 1,664,530

            	
              Filed
      07/13/79

              Registered
      02/23/84

            
	
              Japan

            	
              Easy
      and G, Inc. (The US

            	
              

            	
              Registration
      No. 1,609,343

            	
              Filed
      07/13/79

              Registered
      08/30/83

            


    

     

    
      
        
        

      

      
        - 42
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Country

            	
              Registrant
      (or last Registered Owner)

            	
              Trademark

            	
              Registration
      Number

            	
              Registration
      Date

            
	
               

            	
              assignment
      shows this to be in the name of EG&G Technical Services, Inc., but the
      Japanese records show it to be in the name of Easy and G,
      Inc.  Additionally, the Japanese records do not provide title
      information.)

            	
               

            	
            	
            
	
              Japan

            	
              Easy
      and G, Inc. (The US assignment shows this to be in the name of EG&G
      Technical Services, Inc., but the Japanese records show it to be in the
      name of Easy and G, Inc.  Additionally, the Japanese records do
      not provide title information.)

            	
              
                

              

            	
              Registration
      No. 1,551,645

            	
              Filed
      07/13/79

              Registered
      11/26/82

            
	
              Japan

            	
              Easy
      and G, Inc. (The US assignment shows this to be in the name of EG&G
      Technical Services, Inc., but the Japanese records show it to be in the
      name of Easy and G, Inc.  Additionally, the Japanese records do
      not provide title information.)

            	
              

               

            	
              Registration
      No. 754,191

            	
              Filed
      10/20/65; Registered 09/09/67

            
	
              Mexico

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Registration
      No. 594,358

            	
              Registered
      09/14/98

            
	
              Norway

            	
              EG&G,
      Inc. (The US assignment 

            	
              EG&G
      and Design

            	
              Registration
      No. 70099

            	
              Filed
      09/25/65

              Registered
      09/22/66

            


    

     

    
      
        
        

      

      
        - 43
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Country

            	
              Registrant
      (or last Registered Owner)

            	
              Trademark

            	
              Registration
      Number

            	
              Registration
      Date

            
	
               

            	
              shows
      this to be in the name of EG&G Technical Services, Inc., but the
      Norwegian records do not provide title information.)

            	
            	
            	
            
	
              Russia

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Registration
      No. 47401

            	
              Registered
      11/16/92

            
	
              South
      Africa

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Registration
      No. 72/4503

            	
              Registered
      09/05/92

            
	
              South
      Africa

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Registration
      No. 72/4504

            	
              Registered
      09/05/92

            
	
              Sweden

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the Swedish records do not provide title
      information.)

            	
              

            	
              Registration
      No. 89,373

            	
              Filed
      07/24/58

              Registered
      04/22/60

              Expired
      11/10/00

            
	
              Sweden

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the Swedish records do not provide title
      information.)

            	
              

               

            	
              Registration
      No. 116,665

            	
              Filed
      09/24/65

              Registered
      06/10/66

            
	
              Switzerland

            	
              EG&G,
      Inc. (The US assignment shows this to be in the name of EG&G Technical
      Services, Inc., but the Swiss records do not provide title
      information.)

            	
              

            	
              Registration
      No. 298173

            	
              Filed
      02/09/79

              Registered
      02/09/79

            
	
              Uruguay

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G

            	
              Registration
      No. 292,893

            	
              Registered
      10/08/97

            
	
              Yugoslavia

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Registration
      No. 23254

            	
              Registered
      10/20/98

            


    

    


    
      
        
          
          

        

        
          - 44
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    WASHINGTON
GROUP INTERNATIONAL

    


    Foreign Trademark
Registrations

    


    
      	
              Country

            	
              Registrant

            	
              Trademark

            	
              Registration

              Number

            	
              Registration

              Date

            
	
              Argentina

            	
              Washington
      Group International

            	
              WASHINGTON

            	
              2,012,306

              2,012,308

            	
              2/22/2005

              2/22/2005

            
	
              Argentina

            	
              Washington
      Group International

            	
              WASHINGTON
      GROUP

            	
              1,985,785

            	
              7/22/2004

            
	
              Australia

            	
              Morrison
      Knudsen Corporation

            	
              MK
      CO & Design

            	
              637021

            	
              08/04/1994

            
	
              Australia

            	
              Morrison
      Knudsen Corporation

            	
              MK
      CO MORRISON KNUDSEN Stylized & Design

            	
              577258

            	
              04/27/1992

            
	
              Benelux

            	
              Washington
      Group International, Inc.

            	
              WASHINGTON
      GROUP INTERNATIONAL INTEGRATED ENGINEERING, CONSTRUCTION, AND MANAGEMENT
      SOLUTIONS

            	
              791905

            	
              02/07/2006

            
	
              Brazil

            	
              Washington
      Group International

            	
              MORRISON
      KNUDSEN

            	
              006155731

            	
              11/10/1975

            
	
              Brazil

            	
              Washington
      Group International

            	
              MORRISON
      KNUDSEN

            	
              00633575

            	
              6/10/1976

            
	
              Brazil

            	
              Washington
      Group International

            	
              WASHINGTON

            	
              823123871

            	
              11/28/2006

            
	
              Brazil

            	
              Washington
      Group International

            	
              WASHINGTON
      GROUP

            	
              823123880

            	
              11/28/2006

            
	
              Canada

            	
              Washington
      Group International

            	
              MK
      CO MORRISON KNUDSEN Stylized & Design

            	
              TMA443,563

            	
              6/9/1995

            
	
              European
      Community

            	
              Washington
      Corporations

            	
              WASHINGTON

            	
              1752765

            	
              09/11/2001

            
	
              European
      Community

            	
              Washington
      Corporations

            	
              WASHINGTON
      GROUP

            	
              1752799

            	
              09/11/2001

            
	
              France

            	
              Gibbs
      & Hill, Inc.

            	
              CADAE

            	
              1561438

            	
              11/22/1989

            
	
              Germany

            	
              Washington
      Group International, Inc.

            	
              INTEGRATED
      ENGINEERING, CONSTRUCTION, AND MANAGEMENT SOLUTIONS

            	
              30456528

            	
              03/30/2005

            
	
              Germany

            	
              Washington
      Group International, Inc.

            	
              THE
      WASHINGTON WAY

            	
              30564547

            	
              04/24/2006

            
	
              Indonesia

            	
              Washington
      Group International

            	
              WASHINGTON

            	
              483611

              483610

            	
              7/16/2001

              7/16/2001

            
	
              Italy

            	
              Raytheon
      Engineers & Constructors, Inc.

            	
              BADGER

            	
              871629

            	
              07/04/2002

            
	
              Italy

            	
              Gibbs
      & Hill, Inc.

            	
              CADAE

            	
              1561438

            	
              11/22/1989

            
	
              Japan

            	
              Morrison
      Knudsen Corporation

            	
              MK
      CO MORRISON KNUDSEN Stylized & Design

            	
              3298485

            	
              04/25/1997

            
	
              Mexico

            	
              Morrison
      Knudsen Corporation

            	
              MK
      CO MORRISON KNUDSEN Stylized & Design

            	
              437321

            	
              07/13/1993

            
	
              Mexico

            	
              Washington
      Group International, Inc.

            	
              THE
      WASHINGTON WAY

            	
              927928

              947389

              949770

              933061

              968479

              970479

              948984

              947389

            	
              03/31/2006

              5/18/2006

              08/29/2006

              4/28/2006

              12/19/2006

              1/292007

              08/28/2006

              08/08/2006

            


    

    


    
      
        
        

      

      
        - 45
-

        
          

        

      

      
        List of Schedules

      

    

    


    
      	
              Mexico

            	
              Morrison
      Knudsen Corproration

            	
              WASHINGTON

            	
              689681

              689683

            	
              02/28/2001

              02/28/2001

            
	
              Mexico

            	
              Morrison
      Knudsen Corporation

            	
              WASHINGTON
      GROUP

            	
              689680

              689682

            	
              2/28/2001

              2/28/2001

            
	
              Philippines

            	
              Washington
      Group International

            	
              WASHINGTON
      GROUP

            	
              4-2000-005847

            	
              7/21/2003

            
	
              Puerto
      Rico

            	
              Washington
      Group International

            	
              THE
      WASHINGTON WAY

            	
              66,980

              66,977

              66,976

              66,979

              66,981

              66,978

              66,980

            	
              2/22/2007

              2/22/2007

              2/22/2007

              2/22/2007

              2/22/2007

              2/22/2007

              2/22/2007

            
	
              Puerto
      Rico

            	
              Washington
      Group International, Inc.

            	
              WASHINGTON
      GROUP INTERNATIONAL INTEGRATED ENGINEERING CONSTRUCTION AND MANAGEMENT
      SOLUTIONS

            	
              66,642

              66,643

              65,601

              65,603

            	
              8/7/2006

              8/7/2006

              04/27/2005

              8/7/2006

            
	
              Romania

            	
              Washington
      Group International

            	
              INTEGRATED
      ENGINEERING, CONSTRUCTION, AND MANAGEMENT SOLUTIONS

            	
              NR
      66266

            	
              10/26/2004

            
	
              Romania

            	
              Washington
      Group International

            	
              THE
      WASHINGTON WAY

            	
              72176

            	
              10/11/2005

            
	
              Romania

            	
              Morrison
      Knudsen Corporation

            	
              WASHINGTON
      GROUP

            	
              48141

            	
              9/1/2000

            
	
              Russian
      Fed.

            	
              Washington
      Group International

            	
              THE
      WASHINGTON WAY

            	
              314517

            	
              10/4/2006

            
	
              Saudi
      Arabia

            	
              Washington
      Group International

            	
              MK
      CO MORRISON KNUDSEN Stylized & Design

            	
              273/84

            	
              5/23/1992

            
	
              Singapore

            	
              Washington
      Group International

            	
              MK
      CO MORRISON KNUDSEN Stylized & Design

            	
              B3856/92

            	
              11/27/1991

            
	
              Singapore

            	
              Washington
      Group International

            	
              WASHINGTON
      GROUP INTERNATIONAL INTEGRATED ENGINEERING, CONSTRUCTION AND MANAGEMENT
      SOLUTIONS

            	
              T06/04389Z

              T06/04388A

              T06/04390C

              T06/04391A

              T06/04393H

            	
              3/9/2006

              1/3/2007

              3/9/2006

              3/9/2006

              3/9/2006

            
	
              Singapore

            	
              Washington
      Group International

            	
              WASHINGTON
      GROUP INTERNATIONAL, INTEGRATED ENGINEERING, CONSTRUCTION AND MANAGEMENT
      SOLUTIONS

            	
              T06/04394F

            	
              3/9/2006

            
	
              Taiwan

            	
              Washington
      Group International

            	
              INTEGRATED
      ENGINEERING, CONSTRUCTION, AND MANAGEMENT SOLUTIONS

            	
              01231970

            	
              10/1/2006

            
	
              Taiwan

            	
              Washington
      Group International

            	
              MK
      CO MORRISON KNUDSEN Stylized & Design

            	
              00060774

            	
              12/16/1992

            
	
              Taiwan

            	
              Washington
      Group International

            	
              THE
      WASHINGTON WAY

            	
              01224748

            	
              8/16/2006

            
	
              U.A.E.

            	
              Washington
      Group International

            	
              THE
      WASHINGTON WAY

            	
              79597

            	
              3/6/2007

            
	
              U.K.

            	
              Washington
      Group International, Inc.

            	
              THE
      WASHINGTON WAY

            	
              2403671

            	
              10/11/2005

            
	
              U.K.

            	
              Washington
      Group International, Inc.

            	
              WASHINGTON
      GROUP INTERNATIONAL INTEGRATED ENGINEERING, CONSTRUCTION, AND MANAGEMENT
      SOLUTIONS

            	
              2385685

            	
              02/28/2005

            


    

    
 

    
      
        
        

      

      
        - 46
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Ukraine

            	
              Washington
      Group International

            	
              WASHINGTON
      GROUP

            	
              28150

            	
              11/15/2002

            
	
              U.K.

            	
              Morrison
      Knudsen Corporation

            	
              MK
      CO MORRISON KNUDSEN Stylized & Design

            	
              1501477

            	
              11/27/1998

            
	
              Venezuela

            	
              Washington
      Group International

            	
              WASHINGTON

            	
              14204-2000

            	
              6/28/2002

            
	
              Venezuela

            	
              Washington
      Group International

            	
              WASHINGTON
      GROUP

            	
              14206-2000

            	
              6/28/2002

            


    

    
 

    
      
        
          
          

        

        
          - 47
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    URS
CORPORATION

    


    Foreign Trademark
Applications

    


    
      	
               

              Country

            	
               

              Applicant

               

            	
               

              Trademark

               

               

            	
               

              Application

              Number

            	
               

              Application

              Date

            
	
              Argentina

            	
              URS
      Corporation

            	
              URS

            	
              2741806

            	
              04/26/2007

            
	
              Argentina

            	
              URS
      Corporation

            	
              URS

            	
              2741807

            	
              04/26/2007

            
	
              Argentina

            	
              URS
      Corporation

            	
              URS

            	
              2741808

            	
              04/26/2007

            
	
              Argentina

            	
              URS
      Corporation

            	
              URS

            	
              2741809

            	
              04/26/2007

            
	
              Argentina

            	
              URS
      Corporation

            	
              URS

            	
              2741810

            	
              04/26/2007

            
	
              Argentina

            	
              URS
      Corporation

            	
              URS

            	
              2741811

            	
              04/26/2007

            
	
              Argentina

            	
              URS
      Corporation

            	
              URS

            	
              2286664

            	
              Date
      not available

            
	
              Bangladesh

            	
              URS
      Corporation

            	
              URS

            	
              107186

            	
              06/28/2007

            
	
              Bolivia

            	
              URS
      Corporation

            	
              URS

            	
              SM-1852

            	
              05/19/2006

            
	
              Bolivia

            	
              URS
      Corporation

            	
              URS

            	
              SM-1853

            	
              05/19/2006

            
	
              Bolivia

            	
              URS
      Corporation

            	
              URS

            	
              SM-1854

            	
              05/19/2006

            
	
              Brazil

            	
              URS
      Corporation

            	
              URS

            	
              828535566

            	
              06/28/2006

            
	
              Brazil

            	
              URS
      Corporation

            	
              URS

            	
              828535574

            	
              06/28/2006

            
	
              Brazil

            	
              URS
      Corporation

            	
              URS

            	
              828535590

            	
              06/28/2006

            
	
              Brazil

            	
              URS
      Corporation

            	
              URS

            	
              828535582

            	
              06/28/2006

            
	
              Canada

            	
              URS
      Corporation

            	
              URS

            	
              1339484

            	
              03/15/2007

            
	
              Chile

            	
              URS
      Corporation

            	
              URS

            	
              713791

            	
              12/09/2005

            
	
              China

            	
              URS
      Corporation

            	
              URS

            	
              5198990

            	
              03/08/2006

            
	
              China

            	
              URS
      Corporation

            	
              URS

            	
              5198991

            	
              03/08/2006

            
	
              China

            	
              URS
      Corporation

            	
              URS

            	
              5198992

            	
              03/08/2006

            
	
              Egypt

            	
              URS
      Corporation

            	
              URS

            	
              203379

            	
              07/01/2007

            
	
              Egypt

            	
              URS
      Corporation

            	
              URS

            	
              203380

            	
              07/01/2007

            
	
              Egypt

            	
              URS
      Corporation

            	
              URS

            	
              203381

            	
              07/01/2007

            
	
              Egypt

            	
              URS
      Corporation

            	
              URS

            	
              203382

            	
              07/01/2007

            
	
              Egypt

            	
              URS
      Corporation

            	
              URS

            	
              203383

            	
              07/01/2007

            
	
              Egypt

            	
              URS
      Corporation

            	
              URS

            	
              203384

            	
              07/01/2007

            
	
              European
      Community

            	
              URS
      Corporation

            	
              URS

            	
              4893319

            	
              02/10/2006

            
	
              India

            	
              URS
      Corporation

            	
              URS

            	
              1497480

            	
              10/17/2006

            
	
              Indonesia

            	
              URS
      Corporation

            	
              URS

            	
              J0020070003

            	
              01/05/2007

            
	
              Indonesia

            	
              URS
      Corporation

            	
              URS

            	
              J00200700037

            	
              01/05/2007

            
	
              Iran

            	
              URS
      Corporation

            	
              URS

            	
              86041493

            	
              07/08/2007

            
	
              Italy

            	
              URS
      Corporation

            	
              URS
      CORPORATION

            	
              81902003
      MI

            	
              08/07/2003

            
	
              Italy

            	
              URS
      Corporation

            	
              URS
      ITALIA

            	
              81892003
      MI

            	
              08/07/2003

            


    

     

    
      
        
        

      

      
        - 48
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	 
      

              Country

            	 
      

              Applicant

            	 
      

              Trademark

            	 
      

              Application

              Number

            	 
      

              Application

              Date

               

            
	
              Italy

            	
              URS
      Corporation

            	
              URS
      VERIFICATION

            	
              81882003
      MI

            	
              08/07/2003

            
	
              Italy

            	
              URS
      Corporation

            	
              URS
      ITALY

            	
              81872003
      MI

            	
              08/07/2003

            
	
              Italy

            	
              URS
      Corporation

            	
              URS

            	
              81862003
      MI

            	
              08/07/2003

            
	
              Japan

            	
              URS
      Corporation

            	
              URS

            	
              2006-041589

            	
              05/08/2006

            
	
              Kuwait

            	
              URS
      Corporation

            	
              URS

            	
              86894

            	
              07/03/2007

            
	
              Kuwait

            	
              URS
      Corporation

            	
              URS

            	
              86895

            	
              07/03/2007

            
	
              Kuwait

            	
              URS
      Corporation

            	
              URS

            	
              86896

            	
              07/03/2007

            
	
              Kuwait

            	
              URS
      Corporation

            	
              URS

            	
              86897

            	
              07/03/2007

            
	
              Kuwait

            	
              URS
      Corporation

            	
              URS

            	
              86898

            	
              07/03/2007

            
	
              Kuwait

            	
              URS
      Corporation

            	
              URS

            	
              86899

            	
              07/03/2007

            
	
              Malaysia

            	
              URS
      Corporation

            	
              URS

            	
              2006-17270

            	
              07/20/2006

            
	
              Malaysia

            	
              URS
      Corporation

            	
              URS

            	
              6012720

            	
              07/20/2006

            
	
              Malaysia

            	
              URS
      Corporation

            	
              URS

            	
              2006-12722

            	
              07/20/2006

            
	
              Malaysia

            	
              URS
      Corporation

            	
              URS

            	
              6012723

            	
              07/20/2006

            
	
              Malaysia

            	
              URS
      Corporation

            	
              URS

            	
              2000-05585

            	
              05/05/2000

            
	
              Mexico

            	
              URS
      Corporation

            	
              URS

            	
              759146

            	
              01/05/2006

            
	
              Mexico

            	
              URS
      Corporation

            	
              URS

            	
              759150

            	
              01/05/2006

            
	
              Norway

            	
              URS
      Corporation

            	
              URS

            	
              200609609

            	
              09/07/2006

            
	
              Pakistan

            	
              URS
      Corporation

            	
              URS

            	
              239866

            	
              08/03/2007

            
	
              Pakistan

            	
              URS
      Corporation

            	
              URS

            	
              239867

            	
              08/03/2007

            
	
              Pakistan

            	
              URS
      Corporation

            	
              URS

            	
              239868

            	
              08/03/2007

            
	
              Pakistan

            	
              URS
      Corporation

            	
              URS

            	
              239869

            	
              08/03/2007

            
	
              Pakistan

            	
              URS
      Corporation

            	
              URS

            	
              239870

            	
              08/03/2007

            
	
              Pakistan

            	
              URS
      Corporation

            	
              URS

            	
              239871

            	
              08/03/2007

            
	
              Panama

            	
              URS
      Corporation

            	
              URS

            	
              120992

            	
              05/16/2002

            
	
              Panama

            	
              URS
      Corporation

            	
              URS

            	
              120993

            	
              05/16/2002

            
	
              Qatar

            	
              URS
      Corporation

            	
              URS

            	
              37299

            	
              10/27/2005

            
	
              Qatar

            	
              URS
      Corporation

            	
              URS

            	
              37294

            	
              10/27/2005

            
	
              Qatar

            	
              URS
      Corporation

            	
              URS

            	
              37295

            	
              10/27/2005

            
	
              Qatar

            	
              URS
      Corporation

            	
              URS

            	
              37296

            	
              10/27/2005

            
	
              Qatar

            	
              URS
      Corporation

            	
              URS

            	
              37297

            	
              10/27/2005

            
	
              Qatar

            	
              URS
      Corporation

            	
              URS

            	
              38298

            	
              10/27/2005

            
	
              Romania

            	
              URS
      Corporation

            	
              URS

            	
              M200612522

            	
              11/08/2006

            
	
              Russian
      Federation

            	
              URS
      Corporation

            	
              URS

            	
              2006731534

            	
              11/01/2006

            
	
              Singapore

            	
              URS
      Corporation

            	
              URS

            	
              T06/02387B

            	
              02/07/2006

            
	
              Singapore

            	
              URS
      Corporation

            	
              URS

            	
              T06/02388J

            	
              02/07/2006

            
	
              Singapore

            	
              URS
      Corporation

            	
              URS

            	
              T06/02389I

            	
              02/07/2006

            




    
      
        
        

      

      
        - 49
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	 
      

              Country

            	 
      

              Applicant

            	 
      

              Trademark

            	 
      

              Application

              Number

            	 
      

              Application

              Date

               

            
	
              Singapore

            	
              URS
      Corporation

            	
              URS

            	
              T06/02390B

            	
              02/07/2006

            
	
              South
      Korea

            	
              URS
      Corporation

            	
              URS

            	
              4120050028173

            	
              12/12/2005

            
	
              Taiwan

            	
              URS
      Corporation

            	
              URS

            	
              94058877

            	
              12/05/2005

            
	
              Taiwan

            	
              URS
      Corporation

            	
              URS
      GREINER

            	
              98566

            	
              03/01/1998

            
	
              Thailand

            	
              URS
      Corporation

            	
              URS

            	
              634852

            	
              08/07/2006

            
	
              Thailand

            	
              URS
      Corporation

            	
              URS

            	
              634853

            	
              08/07/2006

            
	
              Thailand

            	
              URS
      Corporation

            	
              URS

            	
              634854

            	
              08/07/2006

            
	
              Thailand

            	
              URS
      Corporation

            	
              URS

            	
              634856

            	
              08/07/2006

            
	
              Ukraine

            	
              URS
      Corporation

            	
              URS

            	
              200712872

            	
              08/06/2007

            
	
              United
      Arab Emirates

            	
              URS
      Corporation

            	
              URS

            	
              37896

            	
              08/19/2000

            
	
              United
      Arab Emirates

            	
              URS
      Corporation

            	
              URS

            	
              92149

            	
              03/22/2007

            
	
              United
      Arab Emirates

            	
              URS
      Corporation

            	
              URS

            	
              92150

            	
              03/22/2007

            
	
              United
      Arab Emirates

            	
              URS
      Corporation

            	
              URS

            	
              92151

            	
              03/22/2007

            
	
              United
      Arab Emirates

            	
              URS
      Corporation

            	
              URS

            	
              92152

            	
              03/22/2007

            
	
              United
      Arab Emirates

            	
              URS
      Corporation

            	
              URS

            	
              92153

            	
              03/22/2007

            
	
              Vietnam

            	
              URS
      Corporation

            	
              URS

            	
              4-2006-12948

            	
              08/08/2006

            




    


    
      
        
          
          

        

        
          - 50
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    EG&G
TECHNICAL SERVICES, INC.

    


    Foreign Trademark
Applications

    


    
      	
              Country

            	
              Applicant

            	
              Trademark

            	
              Application
      Number

            	
              Application
      Date

            
	
              Argentina

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Design

            	
              Application
      No. 2,174,536

            	
              Filed
      01/01/99

            
	
              Bosnia

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Red Magnet

            	
              Application
      No. BAZR96934A

            	
              Filed
      01/20/99

            
	
              Hong
      Kong

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Design

            	
              Application
      No. 97-16114

            	
              Filed
      10/28/97

            
	
              Hong
      Kong

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. 97-16115

            	
              Filed
      10/28/97

            
	
              Hong
      Kong

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. 97-16116

            	
              Filed
      10/28/97

            
	
              Hong
      Kong

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. 97-16117

            	
              Filed
      10/28/97

            
	
              Hong
      Kong

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. 97-16118

            	
              Filed
      10/28/97

            
	
              Hong
      Kong

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. 97-16119

            	
              Filed
      10/28/97

            
	
              Hong
      Kong

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. 97-16120

            	
              Filed
      10/28/97

            
	
              Indonesia

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. D97-27004

            	
              Filed
      10/28/97

            
	
              Indonesia

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. D97-27005

            	
              Filed
      10/28/97

            
	
              Indonesia

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. D97-27006

            	
              Filed
      10/28/97

            
	
              Indonesia

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. D97-27008

            	
              Filed
      10/28/97

            
	
              Indonesia

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. D97-27009

            	
              Filed
      10/28/97

            
	
              Indonesia

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. D97-27010

            	
              Filed
      10/28/97

            
	
              Japan

            	
              Easy
      and G, Inc. (The US assignment shows this to be in the name of EG&G
      Technical Services, Inc., but the Japanese records 

            	
              

            	
              Registration
      No. 1,609,343

            	
              Filed
      07/13/79

              Registered
      08/30/83

            


    

     

    
      
        
        

      

      
        - 51
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Country

            	
              Applicant

            	
              Trademark

            	
              Application
      Number

            	
              Application
      Date

            
	
            	
              show
      it to be in the name of Easy and G, Inc.  Additionally, the
      Japanese records do not provide title information.)

            	
            	
            	
            
	
              Philippines

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. 4-1998-07757

            	
              Filed
      06/30/98

            
	
              Russia

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. 98714771

            	
              Filed
      01/01/98

            
	
              Singapore

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. 8927/98

            	
              Filed
      06/30/98

            
	
              Taiwan

            	
              EG&G
      Technical Services, Inc.

            	
              EG&G
      and Magnet

            	
              Application
      No. 87-044160

            	
              Filed
      01/01/97

            


    

     

    
      
        
          
          

        

        
          - 52
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    WASHINGTON
GROUP INTERNATIONAL

    


    Foreign Trademark
Applications

    


    
      	
              Country

            	
              Applicant

            	
              Trademark

            	
              Application
      No.

            	
              Application
      Date

            
	
              Bahrain

            	
              Washington
      Group International

            	
              THE
      WASHINGTON WAY

            	 
      	
              3/5/2006

            
	
              Brazil

            	
              Washington
      Group International

            	
              THE
      WASHINGTON WAY

            	
              827964226

              827964200

              827964145

              827964161

              827964137

              827964196

            	
              12/02/2005

              12/02/2005

              12/02/2005

              12/02/2005

              12/02/2005

              12/02/2005

            
	
              Brazil

            	
              Washington
      Group International

            	
              WASHINGTON

            	
              823123901

            	
              8/30/2000

            
	
              Brazil

            	
              Washington
      Group International

            	
              WASHINGTON
      GROUP

            	
              823123898

            	
              8/30/2000

            
	
              Canada

            	
              Washington
      Group International, Inc.

            	
              THE
      WASHINGTON WAY

            	
              1275248

            	
              10/11/2005

            
	
              China

            	 
      	
              INTEGRATED
      ENGINEERING, CONSTRUCTION AND MANAGEMENT SOLUTIONS

            	
              4379858

              4379859

              4379860

            	
              11/24/2004

              11/24/2004

              11/24/2004

            
	
              China

            	
              Washington
      Group International

            	
              THE
      WASHINGTON WAY

            	
              4974270

              4974268

              4974266

              4974264

              4974263

              4974261

            	
              10/31/2005

              10/31/2005

              10/31/2005

              10/31/2005

              10/31/2005

              10/31/2005

            
	
              Puerto
      Rico

            	
              Washington
      Group International

            	
              INTEGRATED
      ENGINEERING, CONSTRUCTION AND MANAGEMENT SOLUTIONS

            	
              65602

            	
              04/27/2005

            
	
              Qatar

            	
              Washington
      Group International

            	
              THE
      WASHINGTON WAY

            	
              37317

              37318

              373319

              4959369

              4959370

            	
              10/31/2005

              10/31/2005

              10/31/2005

              10/31/2005

              10/31/2005

            
	
              Russian
      Fed.

            	
              Washington
      Group International

            	
              WASHINGTON
      GROUP INTERNATIONAL, INTEGRATED ENGINEERING CONSTRUCTION AND MANAGEMENT
      SOLUTIONS

            	
              2006716608

            	
              6/19/2006

            


    

     

    
      
        
        

      

      
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              U.A.E.

            	
              Washington
      Group International

            	
              THE
      WASHINGTON WAY

            	
              75463

              75458

              75459

              75460

              75461

              75463

            	
              11/29/2005

              11/29/2005

              11/29/2005

              11/29/2005

              11/29/2005

              11/29/2005

            
	
              Venezuela

            	
              Washington
      Group International

            	
              THE
      WASHINGTON WAY

            	
              2005-026877

              2005-026876

              2005-026875

              2005-026874

              2005-026872

              2005-026873

            	
              12/2/2005

              12/2/2005

              12/2/2005

              12/2/2005

              12/2/2005

              12/2/2005

            
	
              Venezuela

            	
              Washington
      Group International

            	
              WASHINGTON

            	
              142032000

            	
              8/8/2000

            
	
              Venezuela

            	
              Washington
      Group International

            	
              WASHINGTON
      GROUP

            	
              142052000

            	
              8/8/2000

            


    

    


    
      
        
          
          

        

        
          - 54
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    URS
CORPORATION

    


    U.S. Patent
Registrations

    


    
      	
               

              Patent

              Number

            	
               

              Registration

              Date

            	
               

              Patent
      Title

               

            	
               

              Registrant

              (or
      last Registered Owner)

            
	
              6808166

            	
              10/26/2004

            	
              Gas
      distribution system for venture scrubbers and absorbers

            	
              URS
      Corporation

            
	
              4674591

            	
              06/23/1987

            	
              Method
      and apparatus for seismic exploration

            	
              URS
      Corporation

            
	
              4674571

            	
              06/23/1987

            	
              Method
      and apparatus for improving oil production in oil wells

               

            	
              URS
      Corporation

            
	
              4574888

            	
              03/11/1986

            	
              Method
      and apparatus for removing stuck portions of a drill string

               

            	
              URS
      Corporation

            


    

    


    


    WASHINGTON
GROUP INTERNATIONAL

    


    U.S. Patent
Registrations

    


    
      	
              Patent
      Number

            	
              Registration

              Date

            	
              Patent
      Title

            	
              Registrant

              (or
      last Registered Owner)

            
	
              7,107,774

            	
              09/19/2006

            	
              Method
      and apparatus for combined cycle power plant operation

            	
              Washington
      Group International, Inc.

            
	
              4,944,444

            	
              07/31/1990

            	
              Welding
      or burning shield

            	
              MK
      Ferguson Company

            
	
              4,404,180

            	
              09/13/1983

            	
              Manufacture
      of hydrogen sulfide (H2S) (standby operation to eliminate storage of
      H2S)

            	
              Morrison-Knudsen
      Company, Inc. - owned jointly with Home Oil Company
  Limited

            
	
              5,297,182

            	
              03/22/1994

            	
              Method
      of decommissioning a nuclear reactor

            	
              Washington
      Group International

            
	
              4,994,230

            	
              02/19/1991

            	
              Template
      method for replacing a vessel in a pipe system

            	
              MK
      Ferguson Company

            
	
              4,332,774

            	
              06/01/1982

            	
              Manufacture
      of hydrogen sulfide (H2S)

            	
              Morrison-Knudsen
      Company, Inc. - owned jointly with Home Oil Company
  Limited

            
	
              4,682,926

            	
              07/28/1987

            	
              Ceiling
      panel placing machine

            	
              Morrison-Knudsen
      Company, Inc.

            
	
              5,025,150

            	
              06/18/1991

            	
              Site
      survey methods and apparatus

            	
              MK-Ferguson
      Company - jointly owned with Chem-Nuclear Systems
  Inc.

            


    

    


    
      
        
        

      

      
        - 55
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              4,765,257

            	
              08/23/1988

            	
              Apparatus
      and method for waste disposal

            	
              Owned
      by CF Systems Corporation, which was merged into Morrison Knudsen
      Corporation

            
	
              4,877,530

            	
              10/31/1989

            	
              Liquid
      CO2/cosolvent
      extraction

            	
              Owned
      by CF Systems Corporation, which was merged into Morrison Knudsen
      Corporation

            
	
              5,368,633

            	
              11/29/1994

            	
              Pressurized
      radioactive gas treatment system

            	
              Morrison-Knudsen

            
	
              4,848,918

            	
              07/18/1989

            	
              Mixing
      apparatus

            	
              Owned
      by CF Systems Corporation, which was merged into Morrison Knudsen
      Corporation

            
	
              4,735,784

            	
              04/05/1988

            	
              Method
      of treating fluoride contaminated wastes

            	
              Morrison-Knudsen
      Company, Inc.

            


       

       

    

    WASHINGTON
GROUP INTERNATIONAL

    


    U.S. Patent
Applications

    


    
      	
              Application

              Serial
      No.

            	
              Application

              Date

            	
              Patent
      Title

            	
              Applicant

            
	
              60/494,517

            	
              8/12/2003

            	
              Method
      and Apparatus for Combined Cycle Power Plant Operation

            	
              Washington
      Group International

            
	
              60/849,270

            	
              10/4/2006

            	
              Furnace
      and Ductwork Implosion Interruption Air System

            	
              Washington
      Group International

            
	
              60/934,794

            	
              6/15/2007

            	
              Redeployable
      Barrier Fence System

            	
              Washington
      Group International

            
	
              60/959,896

            	
              7/17/2007

            	
              Leakproof
      Draft System Vacuum Relief Device for Power Plants

            	
              Washington
      Group International

            


    

    


    


    
      
        
          
          

        

        
          - 56
-

          
            

          

        

        
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    WASHINGTON
GROUP INTERNATIONAL

    


    Foreign Patent
Registrations

    


    
      	
              Country

            	
              Description

            	
              Patent
      No.

            	
              Registration

              Date

            	
              Registrant

              (or
      last Registered Owner)

            
	
              Europe

            	
              Alkylaromatics
      Production

            	
              EP
      1542947

            	
              06/22/2005

            	
              Washington
      Group International, Inc. and ExxonMobil Chemical Patents,
      Inc.

            
	
              Europe

            	
              Production
      of alkylaromatic compounds

            	
              EP
      1358141

            	
              11/05/2003

            	
              Washington
      Group International, Inc. and ExxonMobil Chemical Patents,
      Inc.

            
	
              Europe

            	
              Production
      of high purity meta-xylene

            	
              EP
      1089957

            	
              04/11/2001

            	
              Washington
      Group International, Inc.

            
	
              Europe

            	
              Production
      of alkyl aromatic compounds

            	
              EP
      1485335

            	
              12/15/2004

            	
              Washington
      Group International, Inc.

            
	
              Europe

            	
              Solid-state
      sensing and control transit car door system

            	
              EP
      598893

            	
              06/01/1994

            	
              Morrison-Knudsen
      Company, Inc.

            
	
              Europe

            	
              Transit
      car door system and operation

            	
              EP
      420965

            	
              01/01/1991

            	
              Morrison-Knudsen
      Company, Inc.

            
	
              Europe

            	
              Manufacture
      of hydrogen sulfide

            	
              EP
      57723

            	
              08/18/1982

            	
              Morrison-Knudsen
      Company, Inc.

            
	
              Europe

            	
              Controlled
      discharge door for particular materials

            	
              EP
      38403

            	
              10/28/1981

            	
              Morrison-Knudsen
      Company, Inc.

            
	
              Canada

            	
              Method
      of treating fluoride contaminated wastes

            	
              CA
      1293857

            	
              01/07/1992

            	
              Morrison-Knudsen
      Company, Inc.

            
	
              Canada

            	
              Manufacture
      of hydrogen sulfide (H2S) (standby operation to eliminate storage of
      H2S)

            	
              CA
      1194678

            	
              10/08/1985

            	
              Morrison-Knudsen
      Company, Inc. - owned jointly with Home Oil Company
  Limited

            
	
              Canada

            	
              Control
      of sulfates in membrane cell chlor-alkali process

            	
              CA
      1292438

            	
              11/26/1991

            	
              Washington
      Group International, Inc.

            
	
              Canada

            	
              Turbulent
      cocurrent contacting of gas and liquid in process where solids are formed
      or present

            	
              CA
      1274969

            	
              10/09/1990

            	
              Washington
      Group International, Inc.

            
	
              Iran

            	
              Modular
      structures, retaining wall system and methods of
    construction

            	
              15727

            	 
      	
               Washington
      Group International

            


    

    


    


    
      
        
        

      

      
        - 57
-

        
          

        

      

      
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    WASHINGTON
GROUP INTERNATIONAL

    


    Foreign Patent
Applications

    


    
      	
              Country

            	
              Description

            	
              Patent
      No.

            	
              Application

              Date

            	
              Registrant

              (or
      last Registered Owner)

            
	
              Canada

            	
              Alkylaromatics
      Production

            	
              CA
      2495742

               

              (PCT
      Filing No:  PCT/US2003/027581)

            	
              09/04/2003

               

              (PCT
      Filing Date)

            	
              Washington
      Group International, Inc. and ExxonMobil Chemical Patents,
      Inc.

            
	
              China

            	
              Enhanced
      crossflow heat transfer

            	
              00810611

            	
              01/18/2000

            	
              Washington
      Group International, Inc.

            
	
              China

            	
              Radial
      flow reactor

            	
              99807644

            	
              07/06/1999

            	
              Washington
      Group International, Inc.

            
	
              China

            	
              Cascade
      reboiling of ethylbenzene/styrene columns

            	
              99807390

            	
              06/14/1999

            	
              Washington
      Group International Corp.

            
	
              Europe

            	
              Maximizing
      meta-isomers in the production of dialkylbenzene compounds

            	
              WO
      2002026671

            	
              04/04/2002

            	
              Washington
      Group International, Inc. and ExxonMobil Chemical Patents,
      Inc.

            


    

    


    


    
      
        
          
          

        

        
          - 58
-

          
            

          

        

        
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    URS
CORPORATION

    


    U.S. Copyright
Registrations

    


    
      	
               

              Registered
      Owner

              (or
      last Registered Owner)

            	
               

              Copyright
      Title

            	
               

              Registration
      Number

               

            	
               

              Registration
      Date

            
	
              URS
      Corporation Southern

            	
              Transportation

            	
              TXu-979-540

            	
              12/05/2000

            
	
              URS
      Corporation

            	
              Niagra
      information system

            	
              TXu-1-268-694

            	
              03/01/2006

            
	
              URS
      Corporation

            	
              Guangzhou
      Baiyun International Airport

            	
              VA-941-300

            	
              03/08/1999

            


    

    


    WASHINGTON
GROUP INTERNATIONAL

    


    U.S. Copyright
Registrations

    


    
      	
              Registered
      Owner

              (or
      last Registered Owner)

            	
              Copyright
      Title

            	
              Registration
      No.

            	
              Registration

              Date

            
	
              Washington
      Group International, Inc. (OH)

            	
              Repowering
      with Circulating Fluidized Bed Combustor

              (Text
      and drawings describing boiler and furnace technology)

            	
              TX
      572 962

            	
              6/13/1993

            


    

    


    


    


    


    
      
        
          
          

        

        
          - 59
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    SCHEDULE 5.6

    


    LITIGATION;
ADVERSE FACTS

     

    URS
Corporation

     

    · Saudi Arabia: One of our
subsidiaries, Lear Seigler Services, Inc., a Delaware corporation (“LSI”),
provided aircraft maintenance support services on F-5 aircraft under contracts
(the “F-5 Contract”) with a Saudi Arabian government ministry (the “Ministry”).
LSI completed its operational performance under the F-5 Contract in November
2000 and the Ministry has yet to pay a $12.2 million account receivable owed to
LSI. In addition, in 2004, the Ministry directed payment of a performance bond
outstanding under the F-5 contract for approximately $5.6 million. The following
legal proceedings ensued:

     

    Two Saudi
Arabian landlords have pursued claims over disputed rents in Saudi Arabia. The
Saudi Arabian landlord of the Al Bilad complex received a judgment in Saudi
Arabia against LSI for $7.9 million. During the quarter ended March 30, 2007, Al
Bilad received payment of this judgment out of the $12.2 million receivable held
by the Ministry. As a result, we have reduced both our receivable and a reserve
against the Saudi Arabian judgment regarding the Al Bilad complex to reflect the
payment made by the Ministry. Another landlord has obtained a judgment in Saudi
Arabia against LSI for $1.2 million and LSI successfully appealed this decision
in June 2005 in Saudi Arabia, which was remanded for future proceedings. We
continue to review our legal position and strategy regarding these
judgments. 

     

    LSI was
involved in a dispute related to a tax assessment issued by the Saudi Arabian
taxing authority (“Zakat”) against LSI of approximately $5.1 million for the
years 1999 through 2002. LSI disagreed with the Zakat assessment and on June 6,
2006, the Zakat and Tax Preliminary Appeal Committee ruled partially in favor of
LSI by reducing the tax assessment to approximately $2.2 million. LSI has
appealed the decision of the Zakat and Tax Preliminary Appeal Committee in an
effort to eliminate or further reduce the assessment, and, as a part of that
appeal, posted a bond in the full amount of the remaining tax assessment. LSI
will continue to defend this matter vigorously.

     

    In
November 2004, LSI filed suit against the Ministry in the United States District
Court for the Western District of Texas. The suit seeks damages for, among other
things, intentional interference with commercial relations caused by the
Ministry's wrongful demand of the performance bond; breach of the F-5 Contract;
unjust enrichment and promissory estoppel, and seeks payment of the $12.2
million account receivable. In March 2005, the Ministry filed a motion to
dismiss, which the District Court denied. In November 2005, the Ministry filed
another motion to dismiss, to which the District Court responded by ordering the
parties to conduct further discovery, which is ongoing. On April 12, 2007, the
Ministry filed a supplemental brief in support of its motion to dismiss. LSI
intends to continue to pursue this matter vigorously.  On September
26, 2007, the District Court heard oral arguments on the motion to
dismiss.  LSI intends to continue to pursue this matter
vigorously.  On May 31, 2007, LSI filed a response objecting to the
Ministry’s motion to dismiss, to which the Ministry filed a reply brief on June
29, 2007. This matter would not be likely to result in a Material Adverse
Effect.

     

    · Lebanon: Our 1999 acquisition
of Dames and Moore Group, Inc. included the acquisition of a wholly owned
subsidiary, Radian International, LLC (“Radian”). Prior to the acquisition,
Radian entered into a contract with the Lebanese Company for the Development and
Reconstruction of Beirut Central District, S.A.L (“Solidere”). Under the
contract, Radian was to provide environmental remediation services at the
Normandy Landfill site located in Beirut, Lebanon (the “Normandy Project”).
Radian subcontracted a portion of these services to Mouawad – Edde SARL. The
contract with Solidere required the posting of a Letter of Guarantee, which was
issued by Saradar Bank, Sh.M.L. ("Saradar") for $8.5 million. Solidere drew upon
the full value of the Letter of Guarantee. The contract also provided for the
purchase of project-specific insurance. The project-specific insurance policy
was issued by Alpina Insurance Company ("Alpina").

     

    
      
        
        

      

      
        - 60
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        List of Schedules

      

    

     

    Radian
and Solidere initially sought to resolve their disputes through arbitration
proceedings before the International Chamber of Commerce (“ICC”). Solidere
alleges that Radian’s activities and services resulted in the production of
chemical and biological pollutants, including methane gas, at the Normandy
Project. In July 2004, an ICC arbitration panel ruled against Radian. Among
other things, the ICC ordered Radian to: i) prepare a plan to remediate the
production of methane gas at the Normandy Site; and, ii) pay approximately $2.4
million in attorney fees and other expenses. The ICC also authorized Solidere to
withhold project payments.

     

    Since the July 2004 ruling, numerous
other legal actions have been initiated. On January 20, 2006, Radian initiated a
new ICC arbitration proceeding against Solidere alleging, in part, that
Solidere's lack of cooperation prevented Radian from complying with the July
2004 ruling. In response to Radian’s January 20, 2006 filing, Solidere
terminated Radian's contract and, on February 13, 2006, initiated a separate ICC
arbitration proceeding against both Radian and URS Corporation, a Delaware
corporation (DE), the indirect parent of Radian, claiming that URS Corporation
(DE) is responsible for Radian’s liabilities because both entities operated as a
single economic enterprise. Solidere’s February 13, 2006 filing seeks to recover
the costs to remediate the Normandy Site, damages resulting from delays in
project completion, and past and future legal costs. On February 20, 2006,
Radian amended its January 20, 2006 filing to include Solidere's unwarranted
termination of Radian's contract.

     

    On June
30, 2006, URS Corporation (DE) filed a separate complaint in the United States
District Court for the District of Delaware seeking to enjoin Solidere’s attempt
to include URS Corporation (DE) as a party in the arbitration before the ICC.
However, because Radian is maintained as a distinct legal entity separate from
URS Corporation (DE), URS Corporation (DE) is not responsible for any of
Radian’s liabilities.  On September 28, 2007, the Delaware District
Court issued a Memorandum of Opinion, which, among other things, partially
granted Solidere’s motion to dismiss.  We plan to appeal this
decision.

     

    On June
28, 2006, Mouawad – Edde SARL, filed a request for arbitration (to which we
responded) with the ICC against Radian and URS Corporation seeking to recover
$22 million for its alleged additional costs.  Mouawad – Edde SARL
alleges that it is entitled to a sizable increase in the value of its
subcontract for additional work it claims to have performed on the Normandy
Project. An evidentiary hearing on jurisdictional issues was held at the ICC in
July 2007.

     

    In July
2004, Saradar filed a claim for reimbursement in the First Court in Beirut,
Lebanon, to recover the $8.5 million paid on the Letter of Guarantee from Radian
and co-defendant Wells Fargo Bank, N.A. Saradar alleges that it is entitled to
reimbursement for the amount paid on the Letter of Guarantee. In February 2005,
Radian responded to Saradar’s claim by filing a Statement of Defense. In April
2005, Saradar also filed a reimbursement claim against Solidere. Radian contends
that it is not obligated to reimburse Saradar. The matter is currently under
submission by the First Court in Beirut. The current instability in Lebanon may
delay the Court’s ruling.

     

    In
October 2004, Alpina notified Radian of a denial of insurance coverage. Radian
filed a breach of contract and bad faith claim against Alpina in the United
States District Court for the Northern District of California in October 2004
seeking declaratory relief and monetary damages. In July 2005, Alpina responded
to Radian’s claim by filing a motion to dismiss based on improper venue, which
the District Court granted. The District Court’s decision, however, did not
consider the underlying merits of Radian’s claim and Radian appealed the matter
to the United States Court of Appeals for the Ninth Circuit in September 2005.
Radian continues discussions with Alpina and its other insurance carriers to
resolve the matter.

     

    In
December 2006, Zurich Insurance Company (“Zurich”), as successor in interest to
Alpina, American International Specialty Lines Insurance Company (“AISLIC”),
Radian, and URS Corporation, finalized a settlement agreement in which Zurich
and AISLIC agreed to fund a substantial portion of the cost of defending some of
the claims filed by Solidere in the ICC arbitration.

     

    
      
        
        

      

      
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    As of
September 28, 2007, Solidere had withheld project payments owed to Radian
amounting to $11.5 million. We have recorded this amount as accounts receivable
and retainage. In addition, we recorded $4.2 million in consolidated costs and
accrued earnings in excess of billings on contracts in process.

     

    Radian
will vigorously continue to pursue its claims against Solidere and Alpina.
Radian and URS Corporation will also continue to defend vigorously the claims
asserted against them.

     

    · Tampa-Hillsborough County Expressway
Authority:  In 1999, URS Corporation Southern, a wholly owned
subsidiary, entered into an agreement ("Agreement") with the Tampa-Hillsborough
County Expressway Authority (the “Authority”) to provide foundation design,
project oversight and other services in connection with the construction of the
Lee Roy Selmon Elevated Expressway structure (the “Expressway”) in Tampa,
Florida. Also, URS Holdings, Inc., a wholly owned subsidiary, entered into a
subcontract agreement with an unrelated third party to provide geotechnical
services in connection with the construction of roads to access the Expressway.
In 2004, during construction of the elevated structure, one pier subsided
substantially, causing significant damage to a segment of the elevated
structure, though no significant injuries occurred as a result of the incident.
The Authority has completed remediation of the Expressway.

     

    In
October 2005, the Authority filed a lawsuit in the Thirteenth Judicial Circuit
of Florida against URS Corporation Southern, URS Holdings, Inc. and an unrelated
third party, alleging breach of contract and professional negligence resulting
in damages to the Authority exceeding $120 million. Sufficient information is
not currently available to assess liabilities associated with the remediation.
In April 2006, the Authority's Builder's Risk insurance carrier, Westchester
Surplus Lines Insurance Company ("Westchester"), filed a subrogation action
against URS Corporation Southern in the Thirteenth Judicial Circuit of Florida
for $2.9 million, which Westchester has paid to the Authority. Westchester also
filed a subrogation action for any future amounts that may be paid for claims
that the Authority has submitted for losses caused by the subsidence of the
pier. URS Corporation Southern removed Westchester's lawsuit to United States
District Court for the Middle District of Florida and filed multiple
counterclaims against Westchester for insurance coverage under the Westchester
policy.

     

    One of
URS Corporation Southern’s and URS Holding Inc’s excess insurance carriers, Arch
Specialty Insurance Company (“Arch”), which was responsible for $15 million in
excess coverage, has informed URS Corporation Southern and URS Holdings, Inc,
that they believe the initial notice of claim provided by our insurance broker
was untimely under the Arch excess policies. URS Corporation Southern and URS
Holdings, Inc. rejected Arch’s position.

     

    URS
Corporation Southern and URS Holdings, Inc. will continue to defend this matter
vigorously. This matter would not be likely to result in a Material Adverse
Effect.

     

    Minneapolis Bridge: The
collapse of the I-35W bridge in Minneapolis, Minnesota, on August 1, 2007, has
been widely publicized. In 2003, the Minnesota Department of Transportation
retained us to provide engineering analyses of the I-35W bridge. We had issued
draft reports pursuant to this engagement and our services to the Minnesota
Department of Transportation were ongoing at the time of the collapse. We were
not involved in the original design or construction of the I-35W bridge, nor
were we involved in any of the maintenance and construction work being performed
on the bridge when the collapse occurred. Investigations are underway, but at
this time, there is insufficient information to determine the cause or causes of
the collapse. It is possible, however, that claims relating to the collapse will
be made against us because of our work for the Minnesota Department of
Transportation. The outcome of any such claims, if made, or their possible
impacts on the company cannot be determined at this time.

    


    


    
      
        
          
          

        

        
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    Washington
Group International, Inc.

    


    Litigation and
Investigation related to USAID Egyptian Projects.  In 2002, the
Inspector General for the US Agency for International Development (“USAID”)
requested documentation about and made inquiries into the contractual
relationships between one of our US joint ventures and a local construction
company in Egypt.  The focus of the inquiry was whether the structure
of our business relationship with the Egyptian company violated USAID contract
regulations with respect to source, origin, and nationality
requirements.  In January 2004, we entered into an agreement with
USAID whereby we agreed to undertake certain compliance and training measures
and USAID agreed that we were presently eligible for USAID contracts, including
host-country projects, and were not under threat of suspension or debarment
arising out of matters covered by the USAID inquiry.  We
satisfactorily completed that training effective November 22, 2004, and, as a
result, are currently in good standing to bid on all USAID
projects.

    


    In March
2003, we were notified by the Department of Justice that the US government was
considering civil litigation against us for potential violations of the USAID
source, origin, and nationality regulations in connection with five of our
USAID-financed host-country projects located in Egypt beginning in the early
1990s.  Following that notification, we responded to inquiries from
the Department of Justice and otherwise cooperated with the government’s
investigation.  In November 2004, the government filed an action in
the US District Court for the District of Idaho against us and the companies
referred to above with respect to the Egyptian projects (the “Idaho
Action”).  The Idaho Action was brought under the Federal False Claims
Act, the Federal Foreign Assistance Act of 1961, and common law theories of
payment by mistake and unjust enrichment. The complaint seeks damages and civil
penalties for violations of the statutes and asserts that the government is
entitled to a refund of all amounts paid to us and the other defendants under
the specified contracts. The government alleges that approximately
$373.0 million was paid under those contracts. We deny any liability in the
action and contest the government’s damage allegations and its entitlement to
any recovery. All projects were completed and turned over for
operation.

    


    Further,
on March 23, 2005, we filed a Motion to Enforce the Confirmation Order in the
Bankruptcy Court in Nevada, and a Motion to Dismiss or Stay the Action in the
Idaho Court pending resolution of the proceedings in the Bankruptcy Court. In
the filings in the Bankruptcy Court, we sought dismissal of the government’s
claims pursuant to the Confirmation Order (and other relevant orders of the
Bankruptcy Court) because of the government’s failure to give appropriate notice
or otherwise preserve those claims. On August 30, 2005, the Bankruptcy Court
granted our Motion to Enforce the Confirmation Order, in total, ruling that all
of the government’s claims (as set forth in the complaint in the Idaho Action)
are barred. On November 9, 2005, the Bankruptcy Court confirmed its decision
with a written order and detailed findings of fact. The government appealed the
Bankruptcy Court's order to the US District Court for the District of Nevada. On
March 22, 2006, the judge in the Idaho Action stayed that action during the
pendency of the government's appeal of the Bankruptcy Court's
ruling.

    


    On
December 29, 2006, the District Court in Nevada disagreed with the specific
grounds on which the Bankruptcy Court had determined that the Government’s
statutory claims were barred, and on that basis reversed the Bankruptcy Court’s
order and remanded the matter back to the Bankruptcy Court for further
proceedings. In his order, the District Court judge specifically noted that on
remand, “[t]he Bankruptcy Court may choose among other things, to address
whether the Idaho claims are barred for any other reasons, or are otherwise
affected by WGI’s Bankruptcy proceedings.” We intend to renew our motion that
the Government’s claim in the Bankruptcy Court is nonetheless barred under
different theories than those initially addressed by the Bankruptcy Court. On
February 23, 2007, the US District Judge reaffirmed that the Idaho Action will
remain stayed until the Bankruptcy Court determines whether the government’s
claims in the Idaho Action are barred. On August 29, 2007, the Bankruptcy Court
(Judge Zive) conducted a scheduling/status conference.  At that
conference, the court inquired about settlement possibilities and encouraged the
parties to engage in settlement discussions.  In addition, the


    
 

    
      
        
        

      

      
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      court
directed the parties to meet and confer on how our  motions that the
Government’s claims are barred should proceed in terms of written and other
discovery to be conducted, procedures for moving the motions toward disposition,
and a potential schedule for hearings.  The court also set an
adversary scheduling conference for November 7, 2007, at which time the court
will determine the scope of discovery and the timing of hearings, to the extent
not agreed to by the parties.

    

     

    Our joint
venture for one of the five projects referred to above brought arbitration
proceedings before an arbitration tribunal in Egypt in which it asserted an
affirmative claim for additional compensation for the construction of water and
wastewater treatment facilities in Egypt. The project owner, National
Organization for Potable Water and Sanitary Drainage (“NOPWASD”), an Egyptian
government agency, asserted in a counterclaim that by reason of alleged
violations of the USAID source, origin and nationality regulations, and alleged
violations of Egyptian law, our joint venture should forfeit its claim, pay
damages of approximately $6.0 million and the owner’s costs of defending
against the joint venture’s claims in arbitration. We denied liability on the
project owner’s counterclaim. On April 17, 2006, the arbitration tribunal issued
its award providing that the joint venture prevailed on its affirmative claims
in the net amount of $8.2 million, and that NOPWASD's counterclaims are
rejected. Our portion of any final award received by the joint venture would be
approximately 45 percent. Because of potential issues related to appeals or
collectibility of amounts awarded, no amounts related to this potential recovery
have been recognized in the accompanying condensed consolidated financial
statements.

     

    Based on
our assessment of the above-described matters, we recorded a charge of
$8.2 million in the year ended December 31, 2004. Potential recovery on the
arbitration award, or additional loss, if any, is not estimable.

    


    New Orleans Levee
Failure Class Action Litigation. From July 1999 through May 2005, we
performed demolition, site preparation, and environmental remediation services
for the US Army Corps of Engineers on the east bank of the Inner Harbor
Navigation Canal (the “Industrial Canal”) in New Orleans, Louisiana. All the
work performed by us and our subcontractors was directed, supervised and
approved by the US Army Corps of Engineers.

    


    On August
29, 2005, Hurricane Katrina devastated New Orleans. The storm surge created by
the hurricane overtopped the Industrial Canal levee and floodwall, flooding the
Lower Ninth Ward and other parts of the city.

    


    Between
September 19, 2005 and September 28, 2007, 49 personal injury and property
damage class action lawsuits have been filed in Louisiana State and Federal
court naming us, of which 47 are currently pending. Other defendants include the
US Army Corps of Engineers, the Board for the Orleans Parish Levee District, and
its insurer, St. Paul Fire and Marine Insurance Company. Over 170
hurricane-related cases, including Washington Group International cases, have
been consolidated in the Federal District Court for the Eastern District of
Louisiana.  The plaintiffs claim that defendants were negligent in
their design, construction and/or maintenance of the New Orleans levees. The
alleged class of plaintiffs are all residents and property owners who incurred
damages arising out of the breach and failure of the hurricane protection levees
and floodwalls in the wake of Hurricane Katrina. The allegation against us is
that the work we performed adjacent to the Industrial Canal damaged the levee
and floodwall and caused and/or contributed to breaches and flooding. The
plaintiffs allege damages of $200 billion and demand attorneys’ fees and costs.
In the event we are found to have any liability in this matter, we have
substantial general liability and professional liability insurance coverage.
While the adequacy of the coverage cannot be predicted with certainty, we
believe it is adequate to cover any potential liability which could be imposed
on us as a result of this litigation.

    


    We deny
any liability and are vigorously defending these lawsuits. We did not design,
construct, repair or maintain any of the levees or floodwalls that failed during
or after Hurricane Katrina. There is no evidence that activities performed by us
damaged the Industrial Canal levee or floodwall. We will pursue 

     

    
      
        
        

      

      
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      all
contractual and equitable rights of indemnity and contribution and leverage all
available challenges against class certification.

       

    

    Based on
the status and nature of this matter at this time, we cannot make an estimate of
probable liability, if any. We performed the work adjacent to the Industrial
Canal as a contractor for the US government and are pursuing dismissal from the
lawsuits either as a result of a motion to dismiss for failure to state a claim
or on a motion for summary judgment on the basis that government contractors are
immune from liability. Until our motions are decided, class certification
decisions are issued, and we know who our co-defendants will be, there is no
reasonable basis for accurately predicting the outcome of these actions.
Consistent with our accounting policy of accruing legal fees when probable and
estimable, through September 28, 2007, we have accrued $11.1 million for
estimated legal defense costs associated with these matters through the end of
2007. We believe a portion of these costs are reimbursable under our insurance
program and have recorded a corresponding insurance receivable.

    


    


    


    
      
        
          
          

        

        
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    SCHEDULE 5.11

    


    ENVIRONMENTAL
MATTERS

    


    None

    


    


    


    
      
        
          
          

        

        
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    SCHEDULE 6.10

    


    POST
CLOSING MATTERS

    


    (i)           TAX GOOD STANDING
CERTIFICATES

    


    
      	
              Loan
      Party

            	
              Jurisdiction
      of Organization

            
	
              EG&G
      Defense Materials, Inc.

            	
              Utah

            
	
              E.C.
      Driver & Associates, Inc.

            	
              Florida

            
	
              URS
      Construction Services, Inc.

            	
              Florida

            
	
              URS
      Corporation AES

            	
              Connecticut

            
	
              URS
      Corporation – North Carolina

            	
              North
      Carolina

            
	
              URS
      Corporation – New York

            	
              New
      York

            
	
              URS
      Corporation - Ohio

            	
              Ohio

            
	
              URS
      Corporation Great Lakes

            	
              Michigan

            
	
              URS
      District Services, P.C.

            	
              District
      of Columbia

            
	
              URS
      Greiner Woodward-Clyde Consultants, Inc.

            	
              New
      York

            
	
              Washington
      Group Holdings Limited

            	
              Colorado

            
	
              Washington
      Group International, Inc.

            	
              Ohio

            
	
              Washington
      Midwest LLC

            	
              Ohio

            


    

    


    


    
      
        
          
          

          
          

        

        
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    (ii)           IP COLLATERAL OWNER
RECORDATIONS

    


    
      	
              Patent
      No.

            	
              Registration

              Date

            	
              Description

            	
              Current
      Registrant

              (or
      last Registered Owner)

            
	
              4,944,444

            	
              07/31/1990

            	
              Welding
      or burning shield

            	
              MK
      Ferguson Company

            
	
              4,404,180

            	
              09/13/1983

            	
              Manufacture
      of hydrogen sulfide (H2S) (standby operation to eliminate storage of
      H2S)

            	
              Morrison-Knudsen
      Company, Inc. - owned jointly with Home Oil Company
  Limited

            
	
              4,994,230

            	
              02/19/1991

            	
              Template
      method for replacing a vessel in a pipe system

            	
              MK
      Ferguson Company

            
	
              4,332,774

            	
              06/01/1982

            	
              Manufacture
      of hydrogen sulfide (H2S)

            	
              Morrison-Knudsen
      Company, Inc. - owned jointly with Home Oil Company
  Limited

            
	
              4,682,926

            	
              07/28/1987

            	
              Ceiling
      panel placing machine

            	
              Morrison-Knudsen
      Company, Inc.

            
	
              5,025,150

            	
              06/18/1991

            	
              Site
      survey methods and apparatus

            	
              MK-Ferguson
      Company - jointly owned with Chem-Nuclear Systems Inc.

            
	
              4,765,257

            	
              08/23/1988

            	
              Apparatus
      and method for waste disposal

            	
              Owned
      by CF Systems Corporation, which was merged into Morrison Knudsen
      Corporation

            
	
              4,877,530

            	
              10/31/1989

            	
              Liquid
      CO2/cosolvent
      extraction

            	
              Owned
      by CF Systems Corporation, which was merged into Morrison Knudsen
      Corporation

            
	
              5,368,633

            	
              11/29/1994

            	
              Pressurized
      radioactive gas treatment system

            	
              Morrison-Knudsen

            
	
              4,848,918

            	
              07/18/1989

            	
              Mixing
      apparatus

            	
              Owned
      by CF Systems Corporation, which was merged into Morrison Knudsen
      Corporation

            
	
              4,735,784

            	
              04/05/1988

            	
              Method
      of treating fluoride contaminated wastes

            	
              Morrison-Knudsen
      Company, Inc.

            


    

    


    


    


    
      
        
          
          

        

        
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    (iii)           IP COLLATERAL
FILINGS

    


    
      	
              Registrant

              (or
      last Registered Owner)

            	
              Trademark

            	
              Registration
      Number

            	
              Registration
      Date

            	
              Lienholder
      Info.

            
	
              Washington
      Group International, Inc.

            	
              MKCO
      MORRISON KNUDSEN & Design

            	
              1744815

            	
              01/05/1993

            	
              Security Interest

              Mellon
      Bank, N.A.

              Reel/Frame:  1333/0142

              Recorded:  04/18/1995

               

              Assignment For Security

              Mellon
      Bank, N.A.

              Reel/Frame:  1393/0782

              Recorded:  09/29/1995

               

              Amendment
      To

              Assignment For Security

              Mellon
      Bank, N.A.

              Reel/Frame:  1400/0001

              Recorded:  10/24/1995

               

              Amendment
      To

              Assignment For Security

              Mellon
      Bank, N.A.

              Reel/Frame:  1401/0803

              Recorded:  10/20/1995

               

              Assignment For Security

              Mellon
      Bank, N.A.

              Reel/Frame:  1489/0892

              Recorded:  07/25/1996

            
	
              Washington
      Group International, Inc.

            	
              MORRISON
      KNUDSEN

            	
              1716505

            	
              09/15/1992

            	
              Security Interest

              Mellon
      Bank, N.A.

              Reel/Frame:  1333/0142

              Recorded:  04/18/1995

               

              Assignment For Security

              Mellon
      Bank, N.A.

              Reel/Frame:  1393/0782

              Recorded:  09/29/1995

               

              Amendment
      To

              Assignment For Security

              Mellon
      Bank, N.A.

              Reel/Frame:  1400/0001

              Recorded:  10/24/1995

               

              Amendment
      To

              Assignment For Security

              Mellon
      Bank, N.A.

              Reel/Frame:  1401/0803

              Recorded:  10/20/1995

               

              Assignment For Security

              Mellon
      Bank, N.A.

              Reel/Frame:  1489/0892

              Recorded:  07/25/1996

            


    

    


    
      
        
        

      

      
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              Registrant

              (or
      last Registered Owner)

            	
              Trademark

            	
              Registration
      Number

            	
              Registration
      Date

            	
              Lienholder
      Info.

            
	
              Washington
      Group International, Inc.

            	
              CMKO
      & Design

            	
              1699437

            	
              07/07/1992

            	
              Security Interest

              Mellon
      Bank, N.A.

              Reel/Frame:  1333/0142

              Recorded:  04/18/1995

               

              Assignment For Security

              Mellon
      Bank, N.A.

              Reel/Frame:  1393/0782

              Recorded:  09/29/1995

               

              Amendment
      To

              Assignment For Security

              Mellon
      Bank, N.A.

              Reel/Frame:  1400/0001

              Recorded:  10/24/1995

               

              Amendment
      To

              Assignment For Security

              Mellon
      Bank, N.A.

              Reel/Frame:  1401/0803

              Recorded:  10/20/1995

               

              Assignment For Security

              Mellon
      Bank, N.A.

              Reel/Frame:  1489/0892

              Recorded:  07/25/1996

            




    (iv)           UCC-1 FINANCING STATEMENT
FILINGS

    


    
      	
              Debtor

            	
              Secured
      Party

            	
              Filing
      Office

            	
              Filing
      Number

            	
              Filing
      Date

            
	
              Washington
      Group International, Inc.

            	
              BNFL
      USA Group Inc.

            	
              Ohio

            	
              OH00080970041

            	
              8/26/04

            
	
              Washington
      Safety Management Solutions LLC

            	
              BNFL
      USA Group Inc.

            	
              Delaware

            	
              42419861

            	
              8/26/04

            
	
              WSMS
      Mid-America LLC

            	
              BNFL
      USA Group Inc.

            	
              Delaware

            	
              42419895

            	
              8/26/04

            


    

    


    


    (v)           ORGANIZATIONAL DOCUMENT
AMENDMENTS

    


    An
amendment to Washington Midwest LLC’s Operating Agreement in order to allow for
the pledge of its Capital Stock by its members for the benefit of Washington
Group International, Inc. (Ohio), and the pledge of the Capital Stock of
Washington Midwest LLC under the Pledge Agreement.

    


    
      
        
          
          

        

        
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    (vi)           STOCK CERTIFICATES AND
POWERS

    


    
      	
              Issuer

            	
              Pledgor

            	
              Class
      of Equity Interest

            	
              Certificate
      Numbers

            	
              Amount
      of Equity Interests

            	
              Percent
      Pledged

            	
              Actions
      to be taken

            
	
              D&M
      Consulting Engineers, Inc.

            	
              URS
      Resources, LLC

            	
              Common

            	
              C-3

            	
              1,000

            	
              100%

            	
              Delivery
      of, or execution and delivery of replacements of, the original stock
      certificates (with accompanying stock powers) representing such Capital
      Stock.

            
	
              Dames
      & Moore Group (NY) Inc.

            	
              URS
      Holdings, Inc.

            	
              Common

            	
              C-1

            	
              3,140

            	
              100%

            	
              Same
      as above.

            
	
              Geotesting
      Services, Inc.

            	
              URS
      Corporation (NV)

            	
              Common

            	
              C-2

            	
              1,000

            	
              100%

            	
              Same
      as above.

            
	
              URS
      Corporation – Maryland

            	
              URS
      Holdings, Inc.

            	
              Common

            	
              C-3

            	
              1,001

            	
              100%

            	
              Same
      as above.

            
	
              URS
      International, Inc.

            	
              URS
      Corporation (NV)

            	
              Common

            	
              C-2

            	
              2,500

            	
              100%

            	
              Same
      as above.

            
	
              URS
      Operating Services, Inc.

            	
              URS
      Holdings, Inc.

            	
              Common

            	
              C-1

            	
              100

            	
              100%

            	
              Same
      as above.

            
	
              URS
      Corporation Services

            	
              URS
      Corporation (NV)

            	
              Common

            	
              C-7

            	
              1,000

            	
              33.3%

            	
              Same
      as above.

            
	
              Broadway
      Insurance Company, Ltd.

            	
              Washington
      Group International, Inc. – Ohio

            	
              Ordinary

            	
              42
      and 43

            	
              792

            	
              66%

            	
              Reissuance
      and delivery of the original stock certificates (to create certificates
      representing 66%) and execution and delivery of accompanying stock powers
      to reflect the pledge of 66% of the voting power of such Equity
      Interests.

            
	
              MK
      Engineers & Contractors, S.A. de C.V.

            	
              Washington
      Group International, Inc. – Ohio

            	
              Series
      B Stock

            	
              2

            	
              666

            	
              66%

            	
              Same
      as above.

            
	
              Washington
      Group Northern Ltd.

            	
              Washington
      Group International, Inc. – Ohio

            	
              Ordinary

            	
              3,
      4, 5, and 6

            	
              2,983

            	
              66%

            	
              Same
      as above.

            


    

    


    
      
        
        

      

      
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              Issuer

            	
              Pledgor

            	
              Class
      of Equity Interest

            	
              Certificate
      Numbers

            	
              Amount
      of Equity Interests

            	
              Percent
      Pledged

            	
              Actions
      to be taken

            
	
              Washington
      International Holding Limited (UK)

            	
              Washington
      Group International, Inc.  - Ohio

            	
              Ordinary
      Shares

            	
              18,
      19, and 20

            	
              184,799

            	
              66%

            	
              Same
      as above.

            
	
              URS
      District Services, P.C.

            	
              James
      Linthicum5

            	
              Common

            	
              2

            	
              1,000

            	
              100%

            	
              Delivery
      of replacement stock powers executed by individual shareholders to
      accompany the previously delivered stock certificates representing such
      Capital Stock.

            
	
              URS
      Corporation – North Carolina

            	
              Irwin
      Rosenstein6

            	
              Common

            	
              1

            	
              60

            	
              60%

            	
              Same
      as above.

            
	
              URS
      Corporation – North Carolina

            	
              Timothy
      Keener7

            	
              Common

            	
              3

            	
              40

            	
              40%

            	
              Same
      as above.

            
	
              URS
      Corporation Architecture, P.C.

            	
              Lewis,
      George M.8

            	
              Common

            	
              C-1

            	
              52

            	
              52%

            	
              Same
      as above.

            
	
              URS
      Corporation Architecture, P.C.

            	
              Rodenfels,
      Charles A.9

            	
              Common

            	
              C-2

            	
              24

            	
              24%

            	
              Same
      as above.

            
	
              URS
      Corporation Architecture, P.C.

            	
              Stevenson,
      William A.10

            	
              Common

            	
              C-3

            	
              24

            	
              24%

            	
              Same
      as above.

            
	
              Professional
      Insurance Limited

            	
              URS
      Holdings, Inc.

            	
              Ordinary

            	
              2

            	
              66

            	
              66%

            	
              Delivery
      of the original stock certificates (with accompanying stock powers)
      representing such Capital Stock.

            
	
              URS
      Bolivia S.A.

            	
              URS
      Corporation (NV)

            	
              Series
      A

            	
              4

            	
              667

            	
              66%

            	
              Delivery
      of the original stock powers to accompany the previously delivered stock
      certificates representing such
Capital

            


    

     

    
      
        

        
          	
                  5

                	
                  
                    Shares held in trust by
      individuals for URS Corporation (NV) pursuant to a control
      agreement.

                  

                


        

      

       

      
        	
                6

              	
                
                  Shares
      held in trust by individuals for URS Corporation (NV) pursuant to a
      control agreement.

                

              


      

       

      
        	
                7

              	
                
                  Shares held in trust by
      individuals for URS Corporation (NV) pursuant to a control
      agreement.

                

              


      

    

     

    
      	
              8

            	
              
                Shares held in trust by
      individuals for URS Corporation Great Lakes pursuant to a control
      agreement.

              

            


       

      
        	
                9

              	
                
                  Shares
      held in trust by individuals for URS Corporation Great Lakes pursuant to a
      control agreement.

                

              


      

       

      
        	
                10

              	
                
                  Shares held in trust by
      individuals for URS Corporation Great Lakes pursuant to a control
      agreement.

                

              


      

       

      
        
          
          

        

        
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                Issuer

              	
                Pledgor

              	
                Class
      of Equity Interest

              	
                Certificate
      Numbers  

              	
                Amount
      of Equity Interests

              	
                Percent
      Pledged

              	
                Actions
      to be taken

              
	
                 

              	
                 

              	
                 

              	
              	
                 

              	
                 

              	
                Stock.

              
	
                URS
      Asia Pacific Pty Ltd.

              	
                URS
      International, Inc.

              	
                Ordinary
      Shares Fully Paid

              	
                2

              	
                5

              	
                66%

              	
                Same
      as above.

              
	
                Bear
      Merger Sub, Inc.

              	
                URS
      Holdings, Inc.

              	
                Common

              	
                1

              	
                1,000

              	
                100%

              	
                Same
      as above.

              




    

    
      
        
          
          

        

        
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    (vii)           UCC-1 FINANCING STATEMENT
FILINGS RELATING TO SURETY ACKNOWLEDGMENT

    


    
      	
              Debtor

            	
              Secured
      Party

            	
              Filing
      Office

            	
              Filing
      Number

            	
              Filing
      Date

            
	
              Emkay
      Capital Investments, Inc., et al.

            	
              Federal
      Insurance Company

            	
              Nevada

            	
              2002002067-8

            	
              1/24/02

            
	
              Industrial
      Constructors Corp.

            	
              Federal
      Insurance Company

            	
              Montana

            	
              66991566

            	
              1/24/02

            
	
              MK-Ferguson
      of Oak Ridge Company

            	
              Federal
      Insurance Company

            	
              Tennessee

            	
              202-004983

            	
              1/24/02

            
	
              Pomeroy
      Corporation

            	
              Federal
      Insurance Company

            	
              California

            	
              0202460782

            	
              1/24/02

            
	
              United
      Engineers International, Inc.

            	
              Federal
      Insurance Company

            	
              Pennsylvania

            	
              34851663

            	
              1/24/02

            
	
              Washington
      Group Holdings Limited

            	
              Federal
      Insurance Company

            	
              Colorado

            	
              20022008629

            	
              1/24/02

            
	
              Washington
      Group International, Inc.

            	
              Federal
      Insurance Company

            	
              Delaware

            	
              20454169

            	
              1/24/02

            
	
              Washington
      Group International, Inc.

            	
              Federal
      Insurance Company

            	
              Ohio

            	
              OH00044403278

            	
              1/24/02

            
	
              Washington
      Infrastructure Corporation

            	
              Federal
      Insurance Company

            	
              New
      York

            	
              019136

            	
              1/24/02

            
	
              Washington
      Infrastructure Services, Inc.

            	
              Federal
      Insurance Company/

              Washington
      Group Holdings Limited

            	
              Colorado

            	
              20022008629

            	
              1/24/02

            
	
              Wisconsin
      Power Constructors, LLC

            	
              Federal
      Insurance Company

            	
              Wisconsin

            	
              060011972828

            	
              8/8/06

            


    

    


    


    


    
      
        
          
          

        

        
          - 74
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          List of Schedules

        

      

    

    


    SCHEDULE 7.1

    


    INDEBTEDNESS

    


    
      	
              1)  

            	
              $6,240,133.83
      Outstanding, Master Lease Agreement No. 44241, dated as of June 6, 2001 by
      and between Wells Fargo Equipment Finance, Inc. and URS Corporation, a
      Nevada corporation.

            


    

     

    
      	
              2)  

            	
              $249,145.59
      Outstanding, Master Lease Agreement No. 27099, dated as of March 23, 2005
      by and between Wells Fargo Equipment Finance Company and URS Canada, Inc.,
      a Canadian corporation.

            


    

     

    
      	
              3)  

            	
              $8,480,319.21
      Outstanding, Master Lease Agreement No. 042, dated as of February 21, 2002
      by and between Bank of the West, as successor by merger to United
      California Capital and URS Corporation, a Nevada
    corporation.

            


    

     

    
      	
              4)  

            	
              $16,866,581.65
      Outstanding, Note and Security Agreement No. 06180, dated as of September
      21, 2003 by and between Bank of America Leasing & Capital, LLC and URS
      Corporation, a Nevada corporation, and URS Corporation, a Delaware
      corporation, as co-debtors.

            


    

     

    
      	
              5)  

            	
              $10,395,574.46
      Outstanding, Loan and Security Agreement No. 54852, dated as of December
      10, 2004 by and between National City Commercial Capital Corporation and
      URS Corporation, a Nevada
corporation.

            


    

     

    
      	
              6)  

            	
              $15,988.11
      Outstanding, Installment Sale Contract (Security Agreement) No. 519709,
      dated as of September 16, 2003 by and between Caterpillar Financial
      Services Corporation and URS Corporation, a Nevada
      corporation.

            


    

     

    
      	
              7)  

            	
              $2,177,039.15
      Outstanding, Master Security Agreement No. 4155389, dated as of June 16,
      2004 by and between General Electric Capital Corporation and URS
      Corporation, a Nevada corporation.

            


    

     

    
      	
              8)  

            	
              $4,777,762.95
      Outstanding, Term Lease Master Agreement No. 9001200, dated as of July 2,
      2001 by and between IBM Credit, LLC (formerly known as IBM Credit
      Corporation) and URS Corporation, a Nevada
  corporation.

            


    

     

    
      	
              9)  

            	
              $109,905
      – Tallahassee Office Lease tenant improvement financing for URS
      Corporation, a Nevada corporation.

            


    

     

    
      	
              10)  

            	
              $626,628.43
      – Transamerica Pyramid Properties – tenant improvement financing for URS
      Corporation, a Delaware corporation

            


    

     

    
      
        
        

      

      
        - 75
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        List of Schedules

      

    

     

    
      	
              11)  

            	
               $293,407
      – Note made by URS Asia Pacific Pty. Ltd., an Australian limited liability
      corporation, payable to the sellers of Ausino – Chinese company that we
      purchased in 2004.

            


    

     

    
      	
              12)  

            	
              £4,500,000
      Credit Line, URS Corporation Ltd., a United Kingdom corporation, working
      capital line with Bank of America.

            


    

     

    
      	
              13)  

            	
              A$6,800,000
      Credit Line, URS Australia Pty. Ltd., an Australian limited liability
      corporation working capital line with
Westpac.

            


    

     

    
      	
              14)  

            	
              NZ$1,750,000
      Credit Line, URS New Zealand Ltd., a New Zealand limited liability
      corporation, working capital line with
Westpac.

            


    

     

    
      	
              15)  

            	
              $4,000,000,
      Promissory Note, dated as of February 4, 1999, made by Professional
      Insurance Limited, a Bermuda company, and payable to URS Corporation, a
      Nevada corporation.

            


    

     

    
      	
              16)  

            	
              $8,000,000,
      Promissory note, dated as of March 29, 1999 made by Professional Insurance
      Limited, a Bermuda company, and payable to URS Corporation, a Nevada
      corporation.

            


    

     

    
      	
              17)  

            	
              $65,000,000,
      Long Term Loan Arrangement, as of July 16, 2007, between Washington Group
      International, Inc, an Ohio corporation, as the lender, and Washington
      International Holding Limited, a United Kingdom corporation, as the
      borrower.

            


    

     

    
      	
              18)  

            	
              €1,000,000,
      Aggregate Credit Lines, to URS European legal entities for bonding and
      letter of credit purposes with Bank of
America.

            


    

     

    


    


    


    
      
        
          
          

          
          

        

        
          - 76
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          List of Schedules

        

      

    

    


    SCHEDULE 7.2

    


    EXISTING
LIENS

    


    UCC-1
Financing Statements

     

    
      	
              Debtor

            	
              Secured
      Party

            	
              Filing
      Office

            	
              Filing
      No.

            	
              Filing
      Date

            	
              Collateral
      Description/Amendments

            
	
              Cleveland
      Wrecking Company

            	
              Associates
      Leasing, Inc.

            	
              California

            	
              01-04660171

               

              06-70547094

            	
              02/08/2001

               

              01/10/2006

            	
              Equipment

               

              CONTINUATION

            
	
              Cleveland
      Wrecking Company

            	
              Cecil
      I. Walker Machinery Co.

            	
              California

            	
              03-17460361

            	
              06/17/2003

            	
              Equipment

            
	
              Cleveland
      Wrecking Company

            	
              FPC
      Funding II LLC

            	
              California

            	
              04-1000818214

               

              04-70027308

            	
              08/19/2004

               

              11/04/2004

            	
              Equipment
      Lease

               

              ASSIGNMENT:
      to SilverMark Capital, a division of Sterling Bank

            
	
              EG
      & G Technical Services Inc.

            	
              Citicorp
      Vendor Finance, Inc

            	
              Delaware

            	
              21709835

            	
              06/13/2002

            	
              Copier
      lease

            
	
              EG
      & G Technical Services Inc.

            	
              General
      Electric Capital Corporation

            	
              Delaware

            	
              30353725

            	
              02/03/2003

            	
              Equipment

            
	
              EG
      & G Technical Services Inc.

            	
              SunTrust
      Leasing Corporation

            	
              Delaware

            	
              43313329

            	
              11/19/2004

            	
              Equipment
      lease

            
	
              EG
      & G Technical Services Inc.

            	
              Key
      Government Finance, Inc.

            	
              Delaware

            	
              53430411

            	
              11/03/2005

            	
              All
      rights, title, and interest of Debtor under contract between Department of
      Homeland Security and Debtor

            
	
              EG
      & G Technical Services Inc.

            	
              SAFECO
      Credit Company, Inc. Dallas Division

            	
              Delaware

            	
              60607267

            	
              02/14/2006

            	
              Continuation
      in-lieu of filing:

               

              Maryland

               

              Equipment

            
	
              EG
      & G Technical Services Inc.

            	
              Greater
      Bay Bank N.A.

            	
              Delaware

            	
              71389500

            	
              04/13/2007

            	
              Equipment

            
	
              Lear
      Siegler Services, Inc.

            	
              US
      Bancorp

            	
              Delaware

            	
              42440024

            	
              08/30/2004

            	
              Equipment
      lease

            
	
              Lear
      Siegler Services, Inc.

            	
              US
      Bancorp

            	
              Delaware

            	
              51371898

            	
              05/04/2005

            	
              Equipment
      lease

            




    
      
        
        

      

      
        - 77
-

        
          

        

      

      
        List of Schedules

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                Lear
      Siegler Services, Inc.

              	
                Citicorp
      Leasing, Inc.

              	
                Delaware

              	
                51584771

              	
                05/23/2005

              	
                Equipment

              
	
                Lear
      Siegler Services, Inc.

              	
                Citicorp
      Leasing, Inc.

              	
                Delaware

              	
                52650498

              	
                08/25/2005

              	
                Equipment

              
	
                Lear
      Siegler Services, Inc.

                 

                Lear
      Siegler Services Mobility

              	
                The
      Sherwin-Williams Company

              	
                Delaware

              	
                53918068

              	
                12/13/2005

              	
                Equipment

              
	
                Lear
      Siegler Services, Inc.

              	
                Citicorp
      Leasing, Inc.

              	
                Delaware

              	
                60643890

              	
                02/23/2006

              	
                Equipment

              
	
                Signet
      Testing Laboratories, Inc.

              	
                Citicorp
      Vendor Finance, Inc.

              	
                Delaware

              	
                42607911

              	
                09/14/2004

              	
                Equipment

              
	
                URS
      Corporation

              	
                CIT
      Communications Finance Corporation

              	
                Delaware

              	
                21914765

              	
                07/11/2002

              	
                Equipment

              
	
                URS
      Corporation

              	
                Mellon
      US Leasing, A Division of Mellon Leasing Corporation

              	
                Delaware

              	
                21974066

              	
                07/23/2002

              	
                Continuation-in-lieu
      of filing:

                 

                Erie
      County, NY

                Jefferson
      Parish, LA

                Michigan

                Colorado

                 

                Equipment

              
	
                URS
      Corporation

              	
                Dell
      Financial Services

              	
                Delaware

              	
                22317489

              	
                09/13/2002

              	
                Equipment

              
	
                URS
      Corporation

              	
                Marlin
      Leasing Corp.

              	
                Delaware

              	
                22545543

              	
                10/02/2002

              	
                Equipment

              
	
                URS
      Corporation

              	
                Prime
      Business Leasing

              	
                Delaware

              	
                30309149

              	
                01/17/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                Mellon
      US Leasing, A Division of Mellon Leasing Corporation

              	
                Delaware

              	
                30355290

              	
                02/05/2003

              	
                Continuation-in-lieu
      of filing:

                 

                Virginia

                Arizona

                 

                Equipment

              
	
                URS
      Corporation

              	
                General
      Electric Capital Corporation

              	
                Delaware

              	
                30355340

              	
                02/05/2003

              	
                Continuation-in-lieu
      of filing:

              


      

       

      
        
          
          

        

        
          - 78
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                California

                California

                 

                Equipment

              
	
                URS
      Corporation

              	
                Prime
      Business Leasing, Inc.

              	
                Delaware

              	
                31060394

              	
                04/11/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                Wells
      Fargo Bank NA 8780

              	
                Delaware

              	
                31598542

                 

                 

                 

                 

                 

                 

                31608176

                 

                 

                 

                32578469

                 

                315985412

                 

                51863217

                 

                52275007

                 

                53888204

                 

                60211870

                 

                60523506

                 

                61255918

                 

                61576206

                 

                61748664

                 

                63756442

                 

                64224465

                 

                20071276145

              	
                06/24/2003

                 

                 

                 

                 

                 

                 

                06/24/2003

                 

                 

                 

                10/03/2003

                 

                04/15/2005

                 

                06/16/2005

                 

                07/20/2005

                 

                12/09/2005

                 

                01/10/2006

                 

                02/03/2006

                 

                04/03/2006

                 

                05/04/2006

                 

                05/17/2006

                 

                10/10/2006

                 

                11/16/2006

                 

                03/30/2007

              	
                Continuation-in-lieu
      of filing:

                 

                Nevada

                 

                General

                 

                AMENDMENT:
      Partial release of specific equipment collateral

                 

                TERMINATION

                 

                (12)
      AMENDMENTS: Partial release of specific equipment
    collateral

              
	
                URS
      Corporation

              	
                Wells
      Fargo Bank

              	
                Delaware

              	
                31598674

                 

                 

                 

                 

                 

                 

                31608143

              	
                06/24/2003

                 

                 

                 

                 

                 

                 

                06/24/2003

              	
                Continuation-in-lieu
      of filing:

                 

                Nevada

                 

                Equipment

                 

                AMENDMENT:
      Partial release of specific 

              


      

       

      
        
          
          

        

        
          - 79
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                 

              	
                 

              	
                 

              	
                 

                 

                32578493

                 

                51278796

                 

                 

                 

                51863167

                 

                52274794

                 

                53896165

                 

                60211813

                 

                60512616

                 

                61255991

                 

                61576172

                 

                61748805

                 

                63756335

                 

                64224564

                 

                20071276202

              	
                 

                 

                10/03/2003

                 

                04/18/2005

                 

                 

                 

                06/16/2005

                 

                07/20/2005

                 

                12/09/2005

                 

                01/10/2006

                 

                02/02/2006

                 

                04/03/2006

                 

                05/04/2006

                 

                05/17/2006

                 

                10/10/2006

                 

                11/16/2006

                 

                03/30/2007

              	
                equipment
      collateral

                 

                TERMINATION

                 

                (12)
      AMENDMENTS: Partial release of specific equipment collateral

                 

              
	
                URS
      Corporation

              	
                Wells
      Fargo Bank

              	
                Delaware

              	
                31598898

                 

                 

                 

                 

                 

                 

                31608150

                 

                 

                 

                32578550

                 

                51278879

                 

                51863266

                 

                52274984

                 

                53909273

                 

                60211722

                 

                60512624

              	
                06/24/2003

                 

                 

                 

                 

                 

                 

                06/24/2003

                 

                 

                 

                10/03/2003

                 

                04/18/2005

                 

                06/16/2005

                 

                07/20/2005

                 

                12/12/2005

                 

                01/10/2006

                 

                02/02/2006

              	
                Continuation-in-lieu
      of filing:

                 

                Nevada

                 

                Equipment

                 

                (14)
      AMENDMENTS: Partial release of specific equipment
    collateral

              


      

       

      
        
          
          

        

        
          - 80
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                 

              	
                 

              	
                 

              	
                61255967

                 

                61576180

                 

                61746734

                 

                63756384

                64224739

                 

                20071276301

              	
                04/03/2006

                 

                05/04/2006

                 

                05/16/2006

                 

                10/10/2006

                11/16/2006

                 

                03/30/2007

              	
              
	
                URS
      Corporation

              	
                NEC
      Financial Services, Inc.

              	
                Delaware

              	
                31636383

              	
                05/27/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                NEC
      Financial Services, Inc.

              	
                Delaware

              	
                31636508

              	
                05/27/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                United
      California Capital

              	
                Delaware

              	
                31661712

              	
                06/30/2003

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                United
      California Capital

              	
                Delaware

              	
                31661746

              	
                06/30/2003

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                United
      California Capital

              	
                Delaware

              	
                31661753

              	
                06/30/2003

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                32577511

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                61076645

              	
                10/03/2003

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                03/20/2006

              	
                The
      computers, network servers and furniture, and other equipment, inventory,
      or other goods or fixtures from time to time subject to that Note and
      Security Agreement number 06180-00701 dated September 24, 2003 between
      Debtor and Secured Party, and any and all Promissory Notes entered into
      thereunder

                 

                AMENDMENT:
      Partial release of specific equipment collateral

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                33167783

              	
                12/03/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                Bank
      of the West

              	
                Delaware

              	
                43193200

              	
                11/09/2004

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                Bank
      of the West

              	
                Delaware

              	
                43196245

              	
                11/09/2004

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                Bank
      of the West

              	
                Delaware

              	
                50203001

              	
                01/14/2005

              	
                Equipment
      Lease

              


      

       

      
        
          
          

        

        
          - 81
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                 

              	
                Equipment
      Leasing

              	
              	
              	
                 

              	
                 

              
	
                URS
      Corporation

              	
                Bank
      of the West-Equipment Leasing

              	
                Delaware

              	
                50233610

              	
                01/19/2005

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                Bank
      of the West-Equipment Leasing

              	
                Delaware

              	
                50233628

              	
                01/19/2005

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                Citicorp
      Vendor Finance, Inc.

              	
                Delaware

              	
                50324435

              	
                01/28/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                50341405

              	
                02/01/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                51219329

              	
                04/13/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                51757096

              	
                05/31/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Bank
      of the West-Equipment Leasing

              	
                Delaware

              	
                51733188

              	
                06/07/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Bank
      of the West-Equipment Leasing

              	
                Delaware

              	
                51734129

                 

                61251891

                 

                61579770

                 

                61704659

                 

                63755360

                 

                64225207

                 

                20071312395

              	
                06/07/2005

                 

                04/03/2006

                 

                05/04/2006

                 

                05/12/2006

                 

                10/10/2006

                 

                11/16/2006

                 

                04/02/2007

              	
                Equipment

                 

                (6)
      AMENDMENTS: Partial release of specific equipment collateral

                 

              
	
                URS
      Corporation

              	
                CitiCapital
      Technology Finance, Inc.

              	
                Delaware

              	
                51990523

              	
                06/22/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                52237338

              	
                07/12/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                OCE
      Financial Services, Inc.

              	
                Delaware

              	
                53154680

              	
                10/12/2005

              	
                Equipment

              


      

       

      
        
          
          

        

        
          - 82
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                53489045

              	
                11/09/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                National
      City Commercial Capital Corporation

              	
                Delaware

              	
                53563732

              	
                11/17/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Pullman
      Bank and Trust

              	
                Delaware

              	
                53702736

              	
                12/01/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                53872802

              	
                12/08/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                60019182

              	
                12/27/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                National
      City Commercial Capital Corporation

              	
                Delaware

              	
                60145482

              	
                01/13/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                60207464

              	
                01/19/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                60333401

              	
                01/20/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Kyocera
      Mita Financial

              	
                Delaware

              	
                60786327

              	
                03/07/2006

              	
                Continuation-in-lieu
      of filing:

                 

                California

                 

                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                60839308

              	
                03/09/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                61412733

              	
                04/20/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                King
      Commercial, Inc.

              	
                Delaware

              	
                61636992

                 

                62019685

              	
                05/09/2006

                 

                06/08/2006

              	
                Equipment

                 

                AMENDMENT:

              


      

       

      
        
          
          

        

        
          - 83
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                Addition
      of equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                61589217

              	
                05/10/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                61700897

              	
                05/12/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Canon
      Financial Services

              	
                Delaware

              	
                63155413

              	
                09/12/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                63539582

              	
                09/22/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                King
      Commercial, Inc.

              	
                Delaware

              	
                63924107

                 

                64436796

              	
                10/23/2006

                 

                12/13/2006

              	
                Equipment

                 

                AMENDMENT:
      Addition of equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                64014130

              	
                10/31/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Delaware

              	
                20070725258

              	
                02/23/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                OCE
      Financial Services, Inc.

              	
                Delaware

              	
                20070994383

              	
                03/16/2007

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                Wells
      Fargo Equipment Finance, Inc.

              	
                Nevada

              	
                20010009874

                 

                20030169357

                 

                20030271861

                 

                20050045967

                 

                20050130285

                 

                20050208189

                 

                20050223864

                 

                20050388963

                 

                20060008442

                 

                20060037671

                 

                20060103002

              	
                07/23/2001

                 

                06/23/2003

                 

                10/13/2003

                 

                02/08/2005

                 

                04/28/2005

                 

                07/07/2005

                 

                07/20/2005

                 

                12/09/2005

                 

                01/09/2006

                 

                02/03/2006

                 

                04/03/2006

              	
                Equipment

                 

                (12)
      AMENDMENTS: Partial release of specific equipment collateral

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              


      

       

      
        
          
          

        

        
          - 84
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                 

              	
                 

              	
                 

              	
                 

                20060141064

                 

                20060157308

                 

                20060164719

                 

                20060338655

                 

                20060376605

                 

                20070100870

              	
                
                   

                

                05/04/2006

                 

                05/17/2006

                 

                05/23/2006

                 

                10/09/2006

                 

                11/13/2006

                 

                03/30/2007

              	
                 

                 

                 

                 

                 

                CONTINUATION

                 

                (3)
      AMENDMENTS: Partial release of specific equipment collateral

                 

                 

              
	
                URS
      Corporation

              	
                Fleet
      Capital Corporation

              	
                Nevada

              	
                20020115047

              	
                05/02/2002

              	
                IT
      Equipment

              
	
                URS
      Corporation

              	
                Fleet
      Capital Corporation

              	
                Nevada

              	
                20020115059

              	
                05/02/2002

              	
                Equipment

              
	
                URS
      Corporation

              	
                U.S.
      Bancorp

              	
                Nevada

              	
                20020200240

              	
                07/29/2002

              	
                Equipment

              
	
                URS
      Corporation

              	
                IOS
      Capital, LLC

              	
                Nevada

              	
                20030003218

              	
                01/06/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                IOS
      Capital, LLC

              	
                Nevada

              	
                20030014867

              	
                01/14/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                General
      Electric Capital Corporation

              	
                Nevada

              	
                20030040418

              	
                02/10/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                General
      Electric Capital Corporation

              	
                Nevada

              	
                20030040456

              	
                02/10/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                IOS
      Capital, LLC

              	
                Nevada

              	
                20030063810

              	
                03/05/2003

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                IOS
      Capital, LLC

              	
                Nevada

              	
                20030068543

              	
                03/10/2003

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                General
      Electric Capital Corporation

              	
                Nevada

              	
                20030074306

              	
                03/14/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                IOS
      Capital, LLC

              	
                Nevada

              	
                20030119554

              	
                05/02/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                IOS
      Capital, LLC

              	
                Nevada

              	
                20030119895

              	
                05/02/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                Merrill
      Lynch Capital, a division of Merrill Lynch Business Financial Services,
      Inc.

              	
                Nevada

              	
                20030169307

              	
                06/23/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                Holt
      Cat

              	
                Nevada

              	
                20030197673

              	
                07/23/2003

              	
                Equipment

              


      

       

      
        
          
          

        

        
          - 85
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                URS
      Corporation

              	
                Beckwith
      Machinery Company

              	
                Nevada

              	
                20030247783

              	
                09/17/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                Caterpillar
      Financial Services

              	
                Nevada

              	
                20030260680

              	
                09/30/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20030263941

                 

                20060088325

              	
                10/03/2003

                 

                03/20/2006

              	
                Equipment

                 

                AMENDMENT:
      Partial release of specific equipment collateral

              
	
                URS
      Corporation

              	
                Caterpillar
      Financial Services

              	
                Nevada

              	
                20030295001

              	
                11/04/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                Crown
      Credit Company

              	
                Nevada

              	
                20030299895

              	
                11/10/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20030320842

              	
                12/03/2003

              	
                Equipment

              
	
                URS
      Corporation

              	
                Crown
      Credit Company

              	
                Nevada

              	
                20040024264

              	
                01/26/2004

              	
                Equipment

              
	
                URS
      Corporation

              	
                Crown
      Credit Company

              	
                Nevada

              	
                20040047072

              	
                02/16/2004

              	
                Equipment

              
	
                URS
      Corporation

              	
                U.S.
      Bancorp

              	
                Nevada

              	
                20040070982

              	
                03/10/2004

              	
                Equipment

              
	
                URS
      Corporation

              	
                General
      Electric Capital Corporation

              	
                Nevada

              	
                20040216451

              	
                07/09/2004

              	
                Equipment

              
	
                URS
      Corporation

              	
                Anderson
      Equipment Company

              	
                Nevada

              	
                20040240399

              	
                08/03/2004

              	
                Equipment

              
	
                URS
      Corporation

              	
                General
      Electric Capital Corporation

              	
                Nevada

              	
                20040256621

              	
                08/18/2004

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing Inc.

              	
                Nevada

              	
                20040317760

              	
                10/19/2004

              	
                Equipment

              
	
                URS
      Corporation

              	
                General
      Electric Capital Corporation

              	
                Nevada

              	
                20040364353

              	
                12/01/2004

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                National
      City Professional Services Finance

              	
                Nevada

              	
                20040386412

                 

                20050053469

              	
                12/22/2004

                 

                02/16/2005

              	
                Equipment

                 

                (14)
      AMENDMENTS: 

              


      

       

      
        
          
          

        

        
          - 86
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                 

              	
                A
      Division of National City Commercial Capital Corporation

              	
              	
                 

                20050130273

                 

                20050208165

                 

                20050223852

                 

                20050237293

                 

                20050388975

                 

                20060008466

                 

                20060037607

                 

                20060102985

                 

                20060141076

                 

                20060157358

                 

                20060338667

                 

                20060381822

                 

                20070102660

              	
                 

                04/28/2005

                 

                07/07/2005

                 

                07/20/2005

                 

                08/01/2005

                 

                12/09/2005

                 

                01/09/2006

                 

                02/03/2006

                 

                04/03/2006

                 

                05/04/2006

                 

                05/17/2006

                 

                10/09/2006

                 

                11/16/2006

                 

                04/02/2007

              	
                Partial
      release of specific equipment collateral

                 

                 

              
	
                URS
      Corporation

              	
                Bank
      of the West

              	
                Nevada

              	
                20050004240

              	
                01/04/2005

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                General
      Electric Capital Corporation

              	
                Nevada

              	
                20050013794

              	
                01/11/2005

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                Bank
      of the West-Equipment Leasing

              	
                Nevada

              	
                20050023480

              	
                01/19/2005

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                Citicorp
      Vendor Finance, Inc.

              	
                Nevada

              	
                20050035322

              	
                01/28/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20050038796

              	
                02/01/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                National
      City Commercial Capital Corporation

              	
                Nevada

              	
                20050076328

                 

                20050219079

              	
                03/16/2005

                 

                07/15/2005

              	
                Equipment

                 

                AMENDMENT:
      Addition of collateral

              
	
                URS
      Corporation

              	
                National
      City Commercial Capital Corporation

              	
                Nevada

              	
                20050100268

                 

                20050222254

              	
                04/04/2005

                 

                07/19/2005

              	
                Equipment

                 

                AMENDMENT:
      Addition of collateral

              


      

       

      
        
          
          

        

        
          - 87
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                URS
      Corporation

              	
                General
      Electric Capital Corporation

              	
                Nevada

              	
                20050112213

              	
                04/13/2005

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20050112605

              	
                04/13/2005

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                National
      City Commercial Capital Corporation

              	
                Nevada

              	
                20050121375

                 

                20050219081

              	
                04/20/2005

                 

                07/15/2005

              	
                Equipment

                 

                AMENDMENT:
      Addition of collateral

              
	
                URS
      Corporation

              	
                Caterpillar
      Financial Services

              	
                Nevada

              	
                20050140351

              	
                05/05/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Caterpillar
      Financial Services

              	
                Nevada

              	
                20050140414

              	
                05/05/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Caterpillar
      Financial Services

              	
                Nevada

              	
                20050140426

              	
                05/05/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                General
      Electric Capital Corporation

              	
                Nevada

              	
                20050152320

              	
                05/16/2005

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20050167662

              	
                06/01/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20050214358

              	
                07/13/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                National
      City Commercial Capital Corporation

              	
                Nevada

              	
                20050231811

                 

                20060000662

              	
                07/27/2005

                 

                01/03/2006

              	
                Equipment

                 

                AMENDMENT:
      Addition of collateral

              
	
                URS
      Corporation

              	
                Bank
      of the West-Equipment Leasing

              	
                Nevada

              	
                20050249236

                 

                20060037619

                 

                 

                 

                20060157360

              	
                08/11/2005

                 

                02/03/2006

                 

                 

                 

                05/17/2006

              	
                Equipment
      Lease

                 

                AMENDMENT:
      Partial release of specific equipment collateral

                 

                AMENDMENT:
      Partial release of specific equipment collateral

                 

                 

              
	
                URS
      Corporation

              	
                Caterpillar
      Financial Services

              	
                Nevada

              	
                20050296259

              	
                09/20/2005

              	
                Continuation-in-lieu
      of filing:

              


      

       

      
        
          
          

        

        
          - 88
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

                Texas

                 

                Equipment

              
	
                URS
      Corporation, a Nevada Corporation

              	
                National
      City Commercial Capital Corporation

              	
                Nevada

              	
                20050307862

                 

                20050389953

              	
                09/30/2005

                 

                12/12/2005

              	
                Equipment

                 

                AMENDMENT:
      Debtor name change to URS Corporation

                 

              
	
                URS
      Corporation

              	
                Citicorp
      Vendor Finance, Inc.

              	
                Nevada

              	
                20050335948

              	
                10/25/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20050353631

              	
                11/09/2005

              	
                Equipment

              
	
                URS
      Corporation, a Nevada Corporation

              	
                National
      City Professional Services Finance A Division of National City Commercial
      Capital Corporation

              	
                Nevada

              	
                20050357704

                 

                20050382050

                 

                 

                 

                 

                 

                20050382264

              	
                11/15/2005

                 

                12/5/2005

                 

                 

                 

                 

                 

                12/05/2005

              	
                Equipment

                 

                AMENDMENT:
      Secured Party name change to National City Commercial Capital
      Corporation

                 

                AMENDMENT:
      Debtor name change to URS Corporation

                 

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20050386301

              	
                12/08/2005

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20050404399

              	
                12/27/2005

              	
                Equipment

              
	
                URS
      Corporation, a Nevada Corporation

              	
                National
      City Commercial Capital Corporation

              	
                Nevada

              	
                20060000612

                 

                20060054007

              	
                01/03/2006

                 

                02/17/2006

              	
                Equipment

                 

                AMENDMENT:
      Debtor name change to URS Corporation

                 

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20060019243

              	
                01/19/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20060022303

              	
                01/23/2006

              	
                Equipment

              


      

       

      
        
          
          

        

        
          - 89
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20060074883

              	
                03/08/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20060076469

              	
                03/09/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Resun
      Leasing, inc.

              	
                Nevada

              	
                20060086460

              	
                03/17/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20060087068

              	
                03/20/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                IOS
      Capital

              	
                Nevada

              	
                20060091663

                 

                20060103088

              	
                03/23/2006

                 

                04/03/2006

              	
                Equipment

                 

                AMENDMENT:
      Restatement of collateral:

                Equipment
      Lease

              
	
                URS
      Corporation

              	
                IOS
      Capital

              	
                Nevada

              	
                20060091675

                 

                20060103040

              	
                03/23/2006

                 

                04/03/2006

              	
                Equipment

                 

                AMENDMENT:
      Restatement of collateral:

                 

                Equipment
      Lease

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20060124448

              	
                04/20/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                National
      City Commercial Capital Corporation

              	
                Nevada

              	
                20060125236

                 

                20060146432

              	
                04/21/2006

                 

                05/10/2006

              	
                Equipment

                 

                AMENDMENT:
      Restatement of collateral:

                Equipment
      Schedule

              
	
                URS
      Corporation

              	
                IOS
      Capital

              	
                Nevada

              	
                20060136013

              	
                05/01/2006

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                IOS
      Capital

              	
                Nevada

              	
                20060136467

              	
                05/02/2006

              	
                Equipment
      Lease

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20060147787

              	
                05/10/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20060155330

              	
                05/15/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                IBM
      Credit LLC

              	
                Nevada

              	
                20060174758

                 

                20060353568

              	
                06/01/2006

                 

                10/20/2006

              	
                Equipment

                 

                AMENDMENT:
      Assignment of security interests of Secured
  Party

              


      

       

      
        
          
          

        

        
          - 90
-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                 

              	
                 

              	
                 

              	
                 

                20060358900

                 

                 

                 

                 

                20060372722

                 

                 

                 

                20060372734

              	
                 

                10/26/2006

                 

                 

                 

                 

                11/08/2006

                 

                 

                 

                11/08/2006

              	
                 

                AMENDMENT:
      Assignment of security interests of Secured Party to HSBC Bank
      USA

                 

                AMENDMENT:
      Secured Party changed to HSBC Bank USA

                 

                ASSIGNMENT:
      to HSBC Bank USA

              
	
                URS

              	
                National
      City Commercial Capital Corporation

              	
                Nevada

              	
                20060315316

              	
                09/20/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20060317839

              	
                09/25/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20060363139

              	
                10/31/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20060382266

              	
                11/16/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20060394273

              	
                11/29/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20060415825

              	
                12/19/2006

              	
                Equipment

              
	
                URS
      Corporation

              	
                IBM
      Credit LLC

              	
                Nevada

              	
                20070001046

              	
                01/03/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                Bank
      of the West

              	
                Nevada

              	
                20070017532

              	
                01/17/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20070033017

              	
                01/31/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                Banc
      of America Leasing & Capital, LLC

              	
                Nevada

              	
                20070059213

              	
                02/23/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                Bank
      of the West

              	
                Nevada

              	
                20070106985

              	
                04/04/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                General
      Electric Capital Corporation

              	
                Nevada

              	
                20070114451

              	
                04/11/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, 

              	
                Nevada

              	
                20070121925

              	
                04/17/2007

              	
                Equipment

              


      

       

      
        
          
          

        

        
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-

          
            

          

        

        
          List of Schedules

        

      

       

      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Office

              	
                Filing
      No.

              	
                Filing
      Date

              	
                Collateral
      Description/Amendments

              
	
                 

              	
                Inc.

              	
                 

              	
              	
              	
              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20070121949

              	
                04/17/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20070124844

              	
                04/19/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20070124856

              	
                04/19/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20070124868

              	
                04/19/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20070124870

              	
                04/19/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20070124882

              	
                04/19/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20070124894

              	
                04/19/2007

              	
                Equipment

              
	
                URS
      Corporation

              	
                Inter-Tel
      Leasing, Inc.

              	
                Nevada

              	
                20070124907

              	
                04/19/2007

              	
                Equipment

              
	
                URS
      Corporation-New York

              	
                Diversified
      Capital Credit

              	
                New
      York

              	
                200602015111101

                 

                200603130230054

              	
                02/01/2006

                 

                03/12/2006

              	
                Equipment

                 

                ASSIGNMENT:
      to Sky Bank

              
	
                URS
      Group, Inc.

              	
                Bank
      of Walnut Creek

              	
                Delaware

              	
                22665283

              	
                10/11/2002

              	
                Equipment

              
	
                URS
      Group, Inc.

              	
                US
      Bancorp

              	
                Delaware

              	
                43148410

              	
                11/08/2004

              	
                Equipment
      lease

              
	
                URS
      Holdings, Inc.

              	
                The
      CIT Group/Equipment Financing, Inc.

              	
                Delaware

              	
                21514268

                 

              	
                05/23/2002

              	
                Continuation
      in-lieu of filing:

                 

                Wake
      County, NC

                Franklin
      County, OH

                New
      York County, NY

                Virginia

                Washington
      D.C.

                 

                Equipment

                 

                AMENDMENT:
      Debtor name change from URS Greiner Consultants, Inc. to URS Holdings,
      Inc.

              
	
                URS
      Holdings, Inc.

              	
                The
      CIT 

              	
                Delaware

              	
                21514391

                 

              	
                05/23/2002

                 

              	
                Continuation
      in-lieu of 

              


      

       

      
        
          
          

        

        
          - 92
-

          
            

          

        

        
          List of Schedules

        

      

       

    

    
      	
              Debtor

            	
              Secured
      Party

            	
              Filing
      Office

            	
              Filing
      No.

            	
              Filing
      Date

            	
              Collateral
      Description/Amendments

            
	
               

            	
              Group/Equipment
      Financing, Inc.

            	
               

            	
               

            	
               

               

            	
              filing:

               

              North
      Carolina

              Florida

              Virginia
      Beach, VA

              New
      York

              Colorado

              Washington

               

              Equipment

               

              AMENDMENT:
      Debtor name change from URS Greiner Consultants, Inc. to URS Holdings,
      Inc.

            


    

    


    
      
        
          
          

          
          

        

        
          - 93
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    


    
      	
              Debtor

            	
              Secured
      Party

            	
              Filing
      Office

            	
              Filing
      No.

            	
              Filing
      Date

            	
              Collateral
      Description/Amendments

            
	
              Morrison-Knudsen
      Corporation

            	
              Chase
      Equipment Leasing Inc. F/K/A Banc One Leasing Corporation

            	
              Delaware

            	
              50319765

            	
              1/28/05

            	
              Equipment

            
	
              National
      Projects, Inc.

            	
              RBS
      Lombard, Inc.

            	
              Nevada

            	
              2005000542-0

            	
              1/5/05

            	
              Equipment
      lease

            
	
              National
      Projects, Inc.

            	
              RBS
      Asset Finance, Inc. (formerly known as RBS Lombard, Inc.)

            	
              Nevada

            	
              2005011244-1

            	
              4/13/05

            	
              Equipment
      lease

            
	
              Washington
      Group International, Inc.

            	
              Young
      Electric Sign Company

            	
              Delaware

            	
              33144162

            	
              12/1/03

            	
              Equipment

            
	
              Washington
      Group International, Inc.

            	
              Young
      Electric Sign Company

            	
              Delaware

            	
              40420622

            	
              2/17/04

            	
              Equipment

            
	
              Washington
      Group International, Inc.

            	
              Canon
      Financial Services, Inc.

            	
              Delaware

            	
              42174169

            	
              8/3/04

            	
              Equipment

            
	
              Washington
      Group International, Inc.

            	
              Canon
      Financial Services, Inc.

            	
              Delaware

            	
              43076504

            	
              11/1/04

            	
              Equipment

            
	
              Washington
      Group International, Inc.

            	
              Xerox
      Capital Services LLC

            	
              Ohio

            	
              OH00053385158

            	
              8/20/02

            	
              Equipment

            
	
              Washington
      Group International, Inc.

            	
              The
      Shaw Group Inc.

            	
              Ohio

            	
              OH00065514349

            	
              6/24/03

            	
              All
      right, title and interest in and to all Assigned Contracts for which
      Consents have not been obtained as of April 17, 2003 in connection with
      Asset Purchase Agreement between Debtor and Secured
  Party

            
	
              Washington
      Group International, Inc.

            	
              Citicorp
      Vendor Finance, Inc.

            	
              Ohio

            	
              OH00072848658

            	
              1/13/04

            	
              Equipment

            
	
              Washington
      Group International, Inc.

            	
              Wirerope
      Works, Inc.

            	
              Ohio

            	
              OH00075696143

            	
              4/5/04

            	
              Equipment

            
	
              Washington
      Group International, Inc.

            	
              Whayne
      Supply Company

            	
              Ohio

            	
              OH00080554352

            	
              8/18/04

            	
              Equipment
      lease

            


    

    


    
      
        
          
          

          
          

        

        
          - 94
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    


    
      	
              Washington
      Group International, Inc.

            	
              BNFL
      USA Group Inc.

            	
              Ohio

            	
              OH000809700415

            	
              8/26/04

            	
              Contracts
      and ownership interests in Qualified SPE

            
	
              Washington
      Safety Management Solutions LLC

            	
              BNFL
      USA Group Inc.

            	
              Delaware

            	
              424198615

            	
              8/26/04

            	
              Contracts
      and ownership interests in Qualified SPE

            
	
              WSMS
      Mid-America LLC

            	
              BNFL
      USA Group Inc.

            	
              Delaware

            	
              424198955

            	
              8/26/04

            	
              Contracts
      and ownership interests in Qualified SPE

            
	
              Washington
      Group International, Inc.

               

              Yeager
      Skanska Inc.

               

              Shimmick
      Construction Company, Inc.

            	
              Citicorp
      Vendor Finance, Inc.

            	
              Ohio

            	
              OH00082123391

            	
              10/4/04

            	
              Equipment

            
	
              Washington
      Group International, Inc.

               

              Kinetic
      Leasing, Inc.

            	
              US
      Bank N.A.

            	
              Ohio

            	
              OH00090751796

            	
              6/24/05

            	
              Equipment

            
	
              Washington
      Group International, Inc.

            	
              CSI
      Leasing, Inc.

            	
              Ohio

            	
              OH00092846547

               

              20053010168

            	
              8/31/05

               

               

              10/27/05

            	
              Equipment

               

               

              Amendment
      specifying equipment serial numbers

            
	
              Washington
      Group International, Inc.

            	
              CSI
      Leasing, Inc.

            	
              Ohio

            	
              OH00092848672

               

              20053080312

            	
              8/31/05

               

               

              11/3/05

            	
              Equipment

               

               

              Amendment
      specifying equipment serial numbers

            
	
              Washington
      Group International, Inc.

            	
              ATEL
      Leasing Corporation

            	
              Ohio

            	
              OH00094008563

               

              20052970240

            	
              10/5/05

               

               

              10/21/05

            	
              Equipment
      lease

               

               

              Assignment
      to Secured Party ATEL Capital Equipment Fund X, LLC

            
	
              Washington
      Group International, Inc.

            	
              CSI
      Leasing, Inc.

            	
              Ohio

            	
              OH00095499280

               

              20060950232

            	
              11/10/05

               

               

              4/4/06

            	
              Equipment
      lease

               

               

              Amendment
      specifying equipment serial numbers

            
	
              Washington
      Group International, Inc.

            	
              CSI
      Leasing, Inc.

            	
              Ohio

            	
              OH00097787970

               

              20061650314

            	
              1/17/06

               

               

              6/13/06

            	
              Equipment
      lease

               

               

              Amendment
      specifying equipment serial numbers

            


    

    5 To be
terminated in accordance with subsection 6.10B of the
Credit Agreement

     

    
      
        
        

      

      
        - 95
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Washington
      Group International, Inc.

            	
              Whayne
      Supply Company

            	
              Ohio

            	
              OH00102034882

            	
              5/12/06

            	
              Equipment

            
	
              Washington
      Group International, Inc.

            	
              Whayne
      Supply Company

            	
              Ohio

            	
              OH00104385908

            	
              7/14/06

            	
              Equipment

            
	
              Washington
      Group International, Inc.

            	
              CSI
      Leasing, Inc.

            	
              Ohio

            	
              OH00105902856

            	
              8/25/06

            	
              Equipment
      lease

            
	
              Washington
      Group International, Inc.

            	
              CSI
      Leasing, Inc.

            	
              Ohio

            	
              OH00109919986

            	
              12/13/06

            	
              Equipment
      lease

            
	
              Washington
      Group International, Inc.

            	
              Ford
      Commercial Leasing Corporation

            	
              Ohio

            	
              OH00110391616

            	
              12/29/06

            	
              Equipment

            
	
              Washington
      Group International, Inc.

            	
              CSI
      Leasing, Inc.

            	
              Ohio

            	
              OH00112014438

            	
              2/15/07

            	
              Equipment

            
	
              Washington
      Infrastructure Services Inc.

            	
              Minolta
      Business Solutions

            	
              Colorado

            	
              20022109630

            	
              10/16/02

            	
              Equipment
      lease

            
	
              Emkay
      Capital Investments, Inc., et al.
      6

            	
              Federal
      Insurance Company

            	
              Nevada

            	
              2002002067-8

            	
              1/24/02

            	
              Project
      assets

            
	
              Industrial
      Constructors Corp.
      6

            	
              Federal
      Insurance Company

            	
              Montana

            	
              66991566

            	
              1/24/02

            	
              Project
      assets

            
	
              MK-Ferguson
      of Oak Ridge Company6

            	
              Federal
      Insurance Company

            	
              Tennessee

            	
              202-004983

            	
              1/24/02

            	
              Project
      assets

            
	
              Pomeroy
      Corporation6

            	
              Federal
      Insurance Company

            	
              California

            	
              0202460782

            	
              1/24/02

            	
              Project
      assets

            
	
              United
      Engineers International, Inc.
      6

            	
              Federal
      Insurance Company

            	
              Pennsylvania

            	
              34851663

            	
              1/24/02

            	
              Project
      assets

            
	
              Washington
      Group Holdings Limited6

            	
              Federal
      Insurance Company

            	
              Colorado

            	
              20022008629

            	
              1/24/02

            	
              Project
      assets

            
	
              Washington
      Group International, Inc.
      6

            	
              Federal
      Insurance Company

            	
              Delaware

            	
              20454169

            	
              1/24/02

            	
              Project
      assets

            
	
              Washington
      Group International, Inc.
      6

            	
              Federal
      Insurance Company

            	
              Ohio

            	
              OH00044403278

            	
              1/24/02

            	
              Project
      assets

            


    

    
      6 To be
terminated in accordance with subsection 6.10B of the
Credit Agreement

    

     

    
      
        
        

      

      
        - 96
-

        
          

        

      

      
        List of Schedules

      

    

     

    
      	
              Washington
      Infrastructure Corporation6

            	
              Federal
      Insurance Company

            	
              New
      York

            	
              019136

            	
              1/24/02

            	
              Project
      assets

            
	
              Washington
      Infrastructure Services, Inc.
      6

            	
              Federal
      Insurance Company/

              Washington
      Group Holdings Limited

            	
              Colorado

            	
              20022008629

            	
              1/24/02

            	
              Project
      assets

            
	
              Wisconsin
      Power Constructors, LLC6

            	
              Federal
      Insurance Company

            	
              Wisconsin

            	
              060011972828

            	
              8/8/06

            	
              Project
      assets

            


    

    6 To be
terminated in accordance with subsection 6.10B of the
Credit Agreement

    


    Patent
Lien

    


    
      	
              Registrant

              (or
      last Registered Owner)

            	
              Patent
      Title

            	
              Patent
      Number

            	
              Registration
      Date

            	
              Lienholder
      Info.

            
	
              MK-Ferguson
      Company

              Chem-Nuclear
      Systems Inc.

            	
              Site
      survey method and apparatus

            	
              5025150

            	
              06/18/1991

            	
              Security Agreement

              Citicorp
      North America, Inc. Reel/Frame:  17892/0609
      Recorded:  07/07/2006

            


    

    


    


    


    
      
        
          
          

          
          

        

        
          - 97
-

          
            

          

        

        
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    SCHEDULE 7.3

    


    INVESTMENTS;
ACQUISITIONS

    


    URS
CORPORATION

    


    
      	
              COLI
      (Company Owned Life Insurance) with ING and American General (deferred
      compensation plan)

            	 
      	 
      	 
      	 
      	 
      
	
              Radian
      International LLC Supplemental Executive Retirement Plan held in trust at
      Union Bank of California (less than $1,000,000)

            	 
      	 
      	 
      	 
      	 
      
	
              EG&G
      Deferred Compensation Plan held in trust at US Bank  (less than
      $500,000)

            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    
      	
              7.3(v)
      Investment Basket $200,000,000

            	 
      	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 
	
              Investment
      and Inter-Company

            	 
      	 	 	I/C	 	 	
              Investment

            	 
	
              Washington
      International Holding Limited (UK)

            	 	 	74,062,127	 	 	 	3,703,230	 
	
              Northern
      Construction Company LTD

            	 
      	 	 	5,020,505	 	 	 	7,083,510	 
	
              MK
      DO Brazil

            	 
      	 	 	639,348	 	 	 	800,000	 
	
              Professional
      Insurance Ltd. (Bermuda)

            	 
      	 	 	3,909,547	 	 	 	1,120,000	 
	
              URS
      Caribe, LLP

            	 
      	 	 	-	 	 	 	3,300,501	 
	
              PT
      Geobis Woodward-Clyde Indonesia

            	 
      	 	 	54,525	 	 	 	-	 
	
              Radian
      International LLC

            	 
      	 	 	14,252,726	 	 	 	 	 
	
              URS
      Canada, Inc.

            	 
      	 	 	5,389,849	 	 	 	1,724,432	 
	
              URS
      Greiner (Malaysia) Sdn. Bhd.

            	 
      	 	 	-	 	 	 	75,958	 
	
              URS
      Corporation S.A. (Argentina)

            	 
      	 	 	631,396	 	 	 	200,000	 
	
              URS
      Corporation Bolivia S.A.

            	 
      	 	 	-	 	 	 	18,000	 
	
              URS
      Consulting Malasia Sdn Bhd

            	 
      	 	 	693,007	 	 	 	42,500	 
	
              PT
      URS Indonesia

            	 
      	 	 	1,663,912	 	 	 	49,383	 
	
              URS
      (Thailand) Limited

            	 
      	 	 	51,632	 	 	 	-	 
	
              URS
      Asia Pacific Pty Ltd. (Australia)

            	 
      	 	 	1,779,813	 	 	 	14,550,936	 
	
              Radian
      International S.E.A. Limited

            	 
      	 	 	-	 	 	 	4,000	 
	
              URS
      Philippines, Inc.

            	 
      	 	 	2,749,167	 	 	 	531,292	 
	
              Radian
      International Pty Ltd (Australia)

            	 
      	 	 	739,471	 	 	 	1,110,597	 
	
              Technologias
      Y Servicios Ambientales Tesam S.A.

            	 	 	-	 	 	 	647,379	 
	
              Saudi
      Arabia Dames & Moore

            	 
      	 	 	2,751,012	 	 	 	559,722	 
	
              URS
      Chile SA

            	 
      	 	 	12,834	 	 	 	30,000	 
	
              O'Brien
      Krietzberg & Associates Ltd. (England)

            	 	 	2,440,645	 	 	 	-	 
	
              URS
      Deutschland GmbH

            	 
      	 	 	-	 	 	 	5,878,396	 
	
              URS
      Europe Ltd.

            	 
      	 	 	9,491,887	 	 	 	41,785,672	 
	 
      	 
      	 	 	 	 	 	 	 	 
	 
      	
              Total

            	 	 	126,333,403	 	 	 	83,215,507	 
	 
      	 
      	 	 	 	 	 	 	 	 
	 
      	
              Grand
      Total (Combined)

            	 	 	 	 	 	 	195,296,184	 


    

    


    


    


    
      
        
          
          

          
          

        

        
          - 98
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          List of Schedules

        

      

    

    


    


    SCHEDULE 7.4

    


    CONTINGENT
OBLIGATIONS

    


    
      	
              Indemnity
      Agreement by EG&G Technical Services, Inc. in favor of Raytheon
      Corporation, providing credit support to JT3 LLC for any potential losses
      and damages, and liabilities associated with lawsuits in relation to
      general and administrative services we provide to the joint
      venture.

            	 	$	25,000,000	 
	
              Guaranty
      by EG&G Technical services, Inc. in favor of Wachovia Bank, NA
      pursuant to the EC III credit line facility.

            	 	$	15,000,000	 
	
              Guaranty
      by URS Corporation, a Delaware corporation, to:

            	 	 	 	 
	
              · Bank
      of America for URS Corporation Ltd (UK) and the URS European legal
      entities for working capital and bonding lines.

            	 	$	10,100,000	 
	
              · URS
      Belgium BVBA – For performance of the cash sweep

            	 	€	400K	 
	
              · URS
      Research Services, Espana SL – For performance of the cash
      sweep

            	 	€	400K	 
	
              · URS
      Italia S.p.a. – For performance of the cash sweep

               

            	 	€	400K	 
	
              Covering
      the equipment financing programs with:

               

            	 	 	 	 
	
              · Bank
      of America Leasing & Capital LLC

            	 	 	 	 
	
              · National
      City Commercial Capital Corporation

            	 	 	 	 
	
              · Bank
      of the West as successor to United California Capital

            	 	 	 	 
	
              · Wells
      Fargo Equipment Finance, Inc.

            	 	 	 	 
	
              · Wells
      Fargo Equipment Finance Company (Canada)

            	 	 	 	 
	
              · IBM
      Credit, LLC (formerly known as IBM Credit Corporation)

            	 	 	 	 
	
              · General
      Electric Capital Corporation

            	 	 	 	 
	
              · Caterpillar
      Financial Services Corporation

            	 	 	 	 
	
              Guaranty
      by URS Corporation, a Nevada corporation, to Southern Company in support
      of the performance of Advatech (60% owned).

            	 	 	n/a	 
	
              Indemnity
      Agreement by URS Corporation Ltd (UK) to Clydesdale Bank and Nat West for
      old performance bonds.

            	 	
              Less
      than $150K

            	 
	
              Guaranty
      by Washington Group International, Ohio and Delaware corporations, to CBS
      Corporation on behalf of WGNH Acquisition LLC (2 guarantees) relating to
      GESCO Asset Purchase Agreement and ESBU Amended and Restated Guaranty
      Agreement.

            	 	 	n/a	 
	
              Guaranty
      by Washington Group International, a Delaware corporation, to Chase
      Manhattan Trust for Revenue bonds for Port of Seattle Terminal 18
      project.

            	 	 	n/a	 
	
              Guaranty
      by Washington Group International, a Delaware corporation, to Bank of
      Tokyo Mitsubishi for JV letter of credit (Obayahshi) (60% of $7.2M
      LoC).

            	 	$	4,320,000	 


    

    


    


    


    
      
        
          
          

          
          

        

        
          - 99
-

          
            

          

        

        
          List of Schedules

        

      

    

    


    SCHEDULE 7.8

    


    TRANSACTIONS
WITH SHAREHOLDERS AND AFFILIATES

    


    None

    


    
      - 100
-