ex4-4.htm

EX-4.4 2 ex4-4.htm EXHIBIT 4.4 ex4-4.htm

URS CORPORATION

THIRD AMENDMENT TO CREDIT AGREEMENT

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 25, 2011 and entered into by and among URS CORPORATION, a Delaware corporation (“Company”), the financial institutions party thereto from time to time (“Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for Lenders (“Administrative Agent”), and, for purposes of Section 3 hereof, the Credit Support Parties (as defined hereof) listed on the signature pages hereof, and is made with reference to that certain Credit Agreement dated as of November 15, 2007, as amended by the First Amendment to Credit Agreement dated as of June 19, 2008 and the Second Amendment to Credit Agreement dated as of August 25, 2010 (as so amended, the “Credit Agreement”), by and among Company, 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, Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as co-documentation agents for Lenders, and Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

WHEREAS, Company and Lenders desire to amend the Credit Agreement as set forth below;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. AMENDMENT TO THE CREDIT AGREEMENT

Subsection 7.5(viii) of the Credit Agreement is hereby amended to read in its entirety as follows:

“(viii) Company may purchase up to (1) 8,000,000 shares of Capital Stock of Company in Fiscal Year 2011 and (2) 3,000,000 shares of Capital Stock of Company in any other Fiscal Year, in each case at prices available from third parties in an arm’s length transaction; provided that the number of shares permitted to be purchased in any Fiscal Year shall be increased by an amount (not to exceed 3,000,000) equal to the excess, if any, of the number of shares permitted to be purchased in the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the actual number of shares purchased during such previous Fiscal Year with the share purchases in such following Fiscal Year to be applied first to such unused amount;”

Section 2. COMPANY’S REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete:

A. Corporate Power and Authority. Company has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”).

B. Authorization of Agreements. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary action on the part of Company.

C. No Conflict. The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement 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 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 date hereof and disclosed in writing to Lenders.

D. Governmental Consents. The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement do not and will not require any Governmental Authorization, except as have been obtained.

E. Binding Obligation. This Amendment has been duly executed and delivered by Company and this Amendment and the Amended Agreement are the legally valid and binding obligations of Company, enforceable against Company in accordance with their 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.

F. Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in Section 5 of the Credit Agreement (i) that do not contain a materiality qualification are and will be 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 that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date and (ii) that contain a materiality qualification are and will be true, correct and complete on and as of the date hereof 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 they were true, correct and complete on and as of such earlier date.

G. Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default.

Section 3. ACKNOWLEDGEMENT AND CONSENT

Each guarantor, grantor or pledgor listed on the signatures pages hereof (each, a “Credit Support Party”) hereby acknowledges and agrees that any of the Subsidiary Guaranty and Collateral Documents (each, a “Credit Support Document”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound (i) that do not contain a materiality qualification are and will be 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 that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date and (ii) that contain a materiality qualification are and will be true, correct and complete on and as of the date hereof 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 they were true, correct and complete on and as of such earlier date.

Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Section 4. MISCELLANEOUS

A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i) On and after the date hereof, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement.

(ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents.

B. Fees and Expenses. Company acknowledges that all costs, fees and expenses as described in subsection 10.2 of the Credit Agreement incurred by Administrative Agent and

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its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Company.

C. Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

E. Counterparts; Effectiveness. This Amendment 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 Amendment shall become effective as of the date hereof upon the execution of a counterpart hereof by Company, Requisite Lenders and each of the Credit Support Parties and receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

[Remainder of page intentionally left blank]

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

	Company:

	URS Corporation

	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO

	Lenders:

	Wells Fargo Bank, National Association, individually and as Administrative Agent

	By:	/s/ John Quick
		John Quick
		Senior Vice President


	Abu Dhabi International Bank Inc, as Lender
	By:	/s/ David J. Young
		David J. Young
		Vice President

	By:	/s/ Hien Luc
		Hien Luc
		Asst. Vice President


	Allied Irish Banks p.l.c., as Lender
	By:	/s/ Jean Pierre Knight
		Jean Pierre Knight
		Vice President

	By:	/s/ Mia Bolin
		Mia Bolin
		Assistant Vice President

	American Savings Bank, as Lender
	By:	/s/ Rian DuBach
		Rian DuBach
		Vice President


	Australia and New Zealand Banking Group Limited, as Lender
	By:	/s/ John W. Wade
		John W. Wade
		Head of Operations and Infrastructure

	Bank of America, N.A., as Lender
	By:	/s/ Mathew Griesbach
		Mathew Griesbach
		Director

	The Bank of Nova Scotia, as Lender
	By:	/s/ Teresa Wu
		Teresa Wu
		Director


	Barclays Bank PLC, as Lender
	By:	/s/ Allen Huang
		Allen Huang
		AVP

	Bayerische Landesbank, NY Branch, as Lender
	By:	/s/ Rolf Siebert
		Rolf Siebert
		Senior Vice President

	By:	/s/ Suyash Upreti
		Suyash Upreti
		Vice President

	Big Sky III Senior Loan Trust By: Eaton Vance Management as Investment Advisor, as Lender
	By:	/s/ Michael B. Botthof
		Michael B. Botthof
		Vice President

	BMO Capital Markets Financing, Inc., as Lender
	By:	/s/ John Armstrong
		John Armstrong
		Director


	BNP Paribas, as Lender
	By:	/s/ Jamie Dillon
		Jamie Dillon
		Managing Director

	By:	/s/ Mary-Ann Wong
		Mary-Ann Wong
		Vice President

	Capital One Leverage Finance Corporation, as Lender
	By:	/s/ Paul Dellova
		Paul Dellova
		SVP


	Citibank, N.A., as Lender
	By:	/s/ Christopher M. Hartzell
		Christopher M. Hartzell
		Vice President


	Commerzbank AG, New York and Grand Cayman Branches, as a Lender
	By:	/s/ Patrick Hartweger
		Patrick Hartweger
		Managing Director

	By:	/s/ Peter Wesemeier
		Peter Wesemeier
		Vice President

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	Eaton Vance CDO VII PLC By: Eaton Vance Management as Interim Investment Advisor, as Lender
	By:	/s/ Michael B. Botthof
		Michael B. Botthof
		Vice President

	Eaton Vance CDO VIII By: Eaton Vance Management as Interim Investment Advisor, as Lender
	By:	/s/ Michael B. Botthof
		Michael B. Botthof
		Vice President

	Eaton Vance CDO IX Ltd. By: Eaton Vance Management as Interim Investment Advisor, as Lender
	By:	/s/ Michael B. Botthof
		Michael B. Botthof
		Vice President

	Eaton Vance CDO X PLC By: Eaton Vance Management as Interim Investment Advisor, as Lender
	By:	/s/ Michael B. Botthof
		Michael B. Botthof
		Vice President

	Eaton Vance Institutional Senior Loan Fund By: Eaton Vance Management as Interim Investment Advisor, as Lender
	By:	/s/ Michael B. Botthof
		Michael B. Botthof
		Vice President

	Eaton Vance VT Floating-Rate Income Fund By: Eaton Vance Management as Interim Investment Advisor, as Lender
	By:	/s/ Michael B. Botthof
		Michael B. Botthof
		Vice President

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	Fifth Third Bank, as Lender
	By:	/s/ Gary S. Losey
		Gary S. Losey
		VP – Corporate Banking


	General Electric Capital Corporation, as Lender
	By:	/s/ James R. Persico
		James R. Persico
		Duly Authorized Signatory


	HSBC Bank USA, National Association, as Lender
	By:	/s/ David Hants
		David Hants
		Senior Vice President


	M&T Bank. as Lender
	By:	/s/ Sue Ann O’Malley
		Sue Ann O’Malley
		Vice President


	MB Financial Bank, N.A., as Lender
	By:	/s/ Henry Wessel
		Henry Wessel
		Vice President


	Mizuho Corporate Bank, Ltd., as Lender
	By:	/s/ Leon Mo
		Leon Mo
		Authorized Signatory


	Morgan Stanley Bank, N.A., as Lender
	By:	/s/ S. E. Saxe
		S.E. Saxe
		Authorized Signatory


	Morgan Stanley Senior Funding, Inc., as Lender
	By:	/s/ S. E. Saxe
		S. E. Saxe
		Authorized Signatory

	The Royal Bank of Scotland, plc as Lender
	By:	/s/ L. Peter Yetman
		L. Peter Yetman
		Director


	Sumitomo Mitsui Banking Corporation, as Lender
	By:	/s/ Yasuhiko Imai
		Yasuhiko Imai
		Group Head


	SunTrust Bank, as Lender
	By:	/s/ Baerbel Freudenthaler
		Baerbel Freudenthaler
		Director

	UBS Loan Finance, LLC, as Lender
	By:	/s/ Irja R. Otsa
		Irja R. Otsa
		Associate Director

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


	U.S. Bank National Association, as Lender
	By:	/s/ Conan Schleicher
		Conan Schleicher
		Vice President


	Union Bank N.A., as Lender
	By:	/s/ Ian Ritchie
		Ian Ritchie
		Assistant Vice President


	United Overseas Bank Limited, New York Agency, as Lender
	By:	/s/ K. Jin Koh
		K. Jin Koh
		Senior Vice President & General Manager

	By:	/s/ Mario Sheng
		Mario Sheng
		Assistant Vice President

	Venture III CDO Limited By its investment advisor, MJX Asset Managment LLC, as Lender
	By:	/s/ Martin Davey
		Martin Davey
		Managing Director


	Venture IV CDO Limited By its investment advisor, MJX Asset Managment LLC, , as Lender
	By:	/s/ Martin Davey
		Martin Davey
		Managing Director


	Venture V CDO Limited By its investment advisor, MJX Asset Managment LLC, as Lender
	By:	/s/ Martin Davey
		Martin Davey
		Managing Director


	Venture VI CDO Limited By its investment advisor, MJX Asset Managment LLC, as Lender
	By:	/s/ Martin Davey
		Martin Davey
		Managing Director


	Venture VII CDO Limited By its investment advisor, MJX Asset Managment LLC, as Lender
	By:	/s/ Martin Davey
		Martin Davey
		Managing Director



	Venture VIII CDO Limited By its investment advisor, MJX Asset Managment LLC, as Lender
	By:	/s/ Martin Davey
		Martin Davey
		Managing Director



	Venture IX CDO Limited By its investment advisor, MJX Asset Managment LLC, as Lender
	By:	/s/ Martin Davey
		Martin Davey
		Managing Director


	Vista Leveraged Income Fund By its investment advisor, MJX Asset Managment LLC, as Lender
	By:	/s/ Martin Davey
		Martin Davey
		Managing Director

	Guarantors:

	Aman Environmental Construction, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	URS E&C Holdings, Inc. [f.k.a. Washington Holdings, Inc.] [f.k.a. Bear Merger Sub, Inc.]
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	Cleveland Wrecking Company

	By:	/s/ Aaron Fetzer
		Aaron Fetzer
		Director

	EG&G Defense Materials, Inc.
	By:	/s/ William F. Neeb
		William F. Neeb
		Director


	URS Federal Technical Services, Inc. [f.k.a. EG&G Technical Services, Inc.]
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director

xii

	E.C. Driver & Associates, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	Lear Siegler Logistics International, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	URS Federal Support Services, Inc. [f.k.a. Lear Siegler Services, Inc.]
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	Washington California, Inc. [f.k.a. Pomeroy Corporation]

	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	Rust Constuctors Puerto Rico, Inc.
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director

xiii

	Rust Constuctors, Inc.
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	Signet Testing Laboratories, Inc.
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director

	URS Caribe, L.L.P.
	By:	/s/ Rene Purcell
		Rene Purcell
		Authorized Representative


	URS Construction Services, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	URS Corporation

	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO

xiv

	URS Corporation AES
	By:	/s/ Paul F. Schmidt
		Paul F. Schmidt
		Director


	URS Corporation - New York
	By:	/s/ Francis J. Geran
		Francis J. Geran
		Director


	URS Corporation - North Carolina

	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	URS Corporation- Ohio
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	URS Corporation Great Lakes
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	URS Corporation Southern
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director

	URS District Services, P.C.
	By:	/s/ James R. Linthicum
		James R. Linthicum
		Director


	URS Greiner Woodward-Clyde Consultants, Inc.
	By:	/s/ Francis J. Geran
		Francis J. Geran
		Director


	URS Group, Inc.

	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	URS Holdings, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director

xvi


	URS International, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	URS Operating Services, Inc.

	By:	/s/ Charles Baker
		Charles Baker
		Vice President


	URS Resources, LLC
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		CFO, Member representative & VP


	Washington Demilitarization Company, LLC
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	Washington Government Environmental Services Company LLC
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Vice President and Assistant Secretary

xvii

	Washington Group Holdings Limited
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	URS Energy & Construction, Inc. [f.k.a. Washington Group International, Inc.]
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	Washington Group Latin America, Inc.

	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	URS International Projects, Inc. [f.k.a. Washington International, Inc.]
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	Washington Midwest LLC
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Assistant Secretary

xviii

	WGI Middle East Inc.
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	Badger Energy, Inc.
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	Badger Middle East, Inc.
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	Banshee Construction Company, Inc.
	By:	/s/ Aaron Fetzer
		Aaron Fetzer
		Director

	Clay Street Properties
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director

xix

	D&M Consulting Engineers, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	Dames & Moore Group (NY), Inc.

	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	WD Global, Inc. [f.k.a. Ebasco International Corporation]
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	Energy Overseas International, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	Geotesting Services, Inc.

	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	Harbert-Yeargin Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	National Projects, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	Radian Engineering, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director

	Raytheon-Ebasco Overseas, Ltd.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	The Leasing Corporation
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	United Engineers Far East, Ltd.

	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO

xxi

	United Engineers International, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director

	United Mid-East, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	URS Architects/Engineers, Inc.

	By:	/s/ Francis J. Geran
		Francis J. Geran
		Director


	URS Architecture - Oregon, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	URS Corporation Architecture, P.C.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO

xxii


	URS Corporation Design
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO

	URS Corporation - Maryland
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	URS Corporation Services
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Director


	URS Corporation Southeast

	By:	/s/ Steven R. Flukinger
		Steven R. Flukinger
		Director


	URS-Stevenson Architecture, P.C.
	By:	/s/ Ronald R. Henry
		Ronald R. Henry
		Director

xxiii


	Washington Architects, LLC
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Assistant Secretary


	Washington-Catalytic, Inc.

	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	Washington Construction Corporation
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	Targhee International LLC [f.k.a. Washington Group Argentina, Inc.]
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	Washington Global Services, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO

xxiv

	Washington Group Transit Management Company
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	Washington Infrastructure Corporation
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	Washington Infrastructure Services, Inc.

	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	Washington Ohio Services LLC
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	Washington Quality Inspection Company
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO

xxv

	West Valley Nuclear Services Company LLC
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Sr. Vice President of Legal and Assistant Secretary


	WGCI, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	URS Asia, Inc. [f.k.a. WGI Asia, Inc.]
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	WGI Global Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO

	URS Global Opportunities LLC [f.k.a. WGI Global Opportunities LLC]
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO

xxvi

	WGI Industrial Services, Ltd.
	By:	/s/ Frank S. Finlayson
		Frank S. Finlayson
		Vice President and Treasurer


	URS Overseas Operations LLC [f.k.a. WGI Overseas Operations LLC]

	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	Wisconsin Power Constructors, LLC
	By:	/s/ Randolph J. Hill
		Randolph J. Hill
		Director


	LopezGarcia Group, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	URS Alaska, LLC

	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO

xxvii

	URS Federal Services, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	URS Federal Services International, Inc.
	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO


	URS Global Holdings Inc.

	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President and CFO