THEREFOR OR ANY
GUARANTEE THEREOF.
NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS A
SUBSTITUTION OR NOVATION OF THE OBLIGATIONS OUTSTANDING UNDER (AND AS DEFINED
IN) THE EXISTING CREDIT AGREEMENT OR INSTRUMENTS GUARANTEEING OR SECURING THE
SAME, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT, EXCEPT AS MODIFIED HEREBY OR
BY INSTRUMENTS EXECUTED CONCURRENTLY HEREWITH.
NOTHING EXPRESSED OR IMPLIED IN
THIS AMENDMENT, THE RESTATED CREDIT AGREEMENT OR ANY OTHER DOCUMENT CONTEMPLATED
HEREBY OR THEREBY SHALL BE CONSTRUED AS A RELEASE OR OTHER DISCHARGE OF THE
BORROWER UNDER THE EXISTING CREDIT AGREEMENT OR THE BORROWER OR ANY OTHER LOAN
PARTY UNDER ANY LOAN DOCUMENT (AS DEFINED IN THE EXISTING CREDIT AGREEMENT) FROM
ANY OF ITS OBLIGATIONS AND LIABILITIES THEREUNDER.
THE EXISTING CREDIT
AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE EXISTING
CREDIT AGREEMENT) SHALL REMAIN IN FULL FORCE AND EFFECT, UNTIL AND EXCEPT AS
MODIFIED HEREBY OR IN CONNECTION HEREWITH.
THIS AMENDMENT SHALL CONSTITUTE A
LOAN DOCUMENT FOR ALL PURPOSES OF THE RESTATED CREDIT AGREEMENT.
SECTION 9.
APPLICABLE LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 10.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN COUNTERPARTS (AND
BY DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS), EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A
SINGLE CONTRACT, AND SHALL BECOME EFFECTIVE AS PROVIDED IN SECTION 6 HEREOF.
DELIVERY OF AN EXECUTED SIGNATURE PAGE TO THIS AMENDMENT BY FACSIMILE
TRANSMISSION SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY SIGNED COUNTERPART
OF THIS AMENDMENT.
SECTION 11.
HEADINGS.
THE HEADINGS OF THIS AMENDMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
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5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.
THE BORROWER:
WASHINGTON GROUP INTERNATIONAL, INC.,
By
/s/ Earl L. Ward
Name: Earl L. Ward
Title:
Vice President and Treasurer
THE GUARANTORS:
EACH OF THE GUARANTORS LISTED ON
SCHEDULE A,
By
/s/ Earl L. Ward
Name: Earl L. Ward
Title:
Authorized Signatory
THE ADMINISTRATIVE AGENT:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH
(formerly known as Credit Suisse First Boston,
acting through its Cayman Islands Branch),
individually and as the Administrative Agent, the
Fronting Lender and an Issuer,
By
/s/ Robert Hetu
Name: Robert Hetu
Title:
Director
By
/s/ Vanessa Gomez
Name: Vanessa Gomez
Title:
Vice President
6
SIGNATURE PAGE TO
THE AMENDMENT AGREEMENT
DATED AS OF JUNE
, 2005, TO
THE WASHINGTON GROUP
INTERNATIONAL, INC.
AMENDED AND RESTATED
CREDIT AGREEMENT
To approve the Amendment Agreement
as a Lender or a Tranche B Investor:
EACH OF THE FOLLOWING INSTITUTIONS:
BNP PARIBAS
LASALLE BANK N.A.
UNITED OVERSEAS BANK LTD., NEW YORK AGENCY
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
FIFTH THIRD BANK
HSBC BANK USA, NATIONAL ASSOCIATION
KEY BANK NATIONAL ASSOCIATION
THE BANK OF NEW YORK
KBC BANK N.V.