Consent Regarding
Application of MIBRAG Proceeds
This Consent (this “Consent”) is dated as of February 16, 2010 and entered into by and among URS Corporation, a Delaware corporation (“Company”), the financial institutions listed on the signature pages hereof (“Lenders”) and Wells Fargo Bank, National Association, as agent for Lenders (“Agent”), and, for purposes of Section 6 hereof, the Guarantors listed on the signature pages hereof (“Guarantors”) and is made with reference to that certain Credit Agreement dated as of November 15, 2007 (the “Credit Agreement”), by and among Company, Lenders and Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
Recitals
Whereas, in June of 2009, Company and its Subsidiaries received approximately $257 million from the sale of interests in the MIBRAG Joint Ventures by a Foreign Subsidiary (the “MIBRAG Proceeds”);
Whereas, at the time of such sale, Company (i) notified Lenders that it would retain $50 million of the MIBRAG Proceeds for overseas reinvestment, (ii) prepaid $57 million of Term Loans with MIBRAG Proceeds repatriated on a tax free basis, and (iii) determined it would repatriate the balance of the MIBRAG Proceeds and prepay the Term Loans after the payment of taxes resulting from the repatriation;
Whereas, pursuant to that certain Consent Regarding Creation of New International Holding Company dated as of September 29, 2009 (the “September Consent”), (i) Lenders (a) gave their consent to a reorganization of the ownership of certain Foreign Subsidiaries in order to create (1) certain one-time tax savings in connection with the repatriation of the MIBRAG Proceeds (such savings, the “UpFront Tax Savings”), and (2) certain additional on-going tax efficiencies and (b) agreed to release certain Collateral in connection with the reorganization, and (ii) Company agreed to apply the UpFront Tax Savings to prepay Term Loans;
Whereas, Company has now determined that there may be potential foreign and domestic acquisitions that it may wish to pursue;
Whereas, the Credit Agreement does not require the prepayment of Term Loans with the balance of the MIBRAG Proceeds if the repatriation of such funds would result in a material tax liability and thus permits Company to use the balance of the MIBRAG Proceeds for foreign but not domestic reinvestments;
Whereas, Lenders are willing to permit Company and its Subsidiaries to use the balance of the MIBRAG Proceeds (including the UpFront Tax Savings) for general corporate purposes including domestic acquisitions;
Now, Therefore, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. Consent
Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of Company herein contained, Lenders hereby consent, notwithstanding the provisions of subsection 2.4B(iii)(a) of the Credit Agreement and the terms of the September Consent, to the use by Company and its Subsidiaries of all or any portion of the MIBRAG Proceeds (including the UpFront Tax Savings) for general corporate purposes, including domestic acquisitions permitted under subsection 7.3 of the Credit Agreement, whether or not the MIBRAG Proceeds are reinvested within the timeframe specified in the Credit Agreement.
Section 2. Limitation of Consent
Without limiting the generality of the provisions of subsection 9.6 of the Credit Agreement, the consent set forth above shall be limited precisely as written, and nothing in this Consent shall be deemed to:
(a) constitute a waiver of compliance or consent to any action by Company with respect to (i) subsection 2.4B(iii)(a) of the Credit Agreement or the September Consent in any other instance or (ii) any other term, provision or condition of the Credit Agreement, the September Consent or any other instrument or agreement referred to therein; or
(b) prejudice any right or remedy that Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement, the September Consent or any other instrument or agreement referred to therein.
Except as expressly set forth herein, the terms, provisions and conditions of the Credit Agreement, the September Consent and the other Loan Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed. This Consent shall constitute a Loan Document for all purposes of the Credit Agreement.
Section 3. Representations and Warranties
In order to induce Lenders to enter into this Consent, Company hereby represents and warrants that after giving effect to this Consent:
(a) as of the date hereof, there exists no Event of Default or Potential Event of Default under the Credit Agreement; and
(b) all representations and warranties contained in the Credit Agreement and the other Loan Documents (i) that do not contain a materiality qualification are true, correct and complete in all material respects 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, 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.
Section 4. Counterparts; Effectiveness
This Consent 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 Consent shall become effective as of the date hereof upon the execution of counterparts hereof by Company and Guarantors and by Lenders constituting Requisite Lenders and receipt by Company and Agent of written or telephonic notification of such execution and authorization of delivery thereof.
Section 5. Governing Law
This Consent 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.
Section 6. Acknowledgement and Consent By Guarantors
Guarantors hereby acknowledge that they have read this Consent and consent to the terms thereof and further hereby confirm and agree that, notwithstanding the effectiveness of this Consent, the obligations of Guarantors under the Subsidiary Guaranty shall not be impaired or affected and the Subsidiary Guaranty is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects.
In Witness Whereof, the parties hereto have caused this Consent 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 Agent | |
| | By: | /s/ Robert O'Sullivan | |
| | | | |
| | | Vice President | |
| | | |
| | | |
| | Abu Dhabi International Bank Inc, as Lender | |
| | By: | /s/ David J. Young | |
| | | | |
| | | Vice President | |
| | | |
| | By: | /s/ Nagy S. Kolta | |
| | | | |
| | | Executive Vice President | |
| | | |
| | | |
| | Allied Irish Banks p.l.c., as Lender | |
| | By: | /s/ Jean Pierre Knight | |
| | | | |
| | | Vice President | |
| | | |
| | By: | /s/ Brent Phillips | |
| | | | |
| | | Vice President | |
| | | |
| Allied Irish Banks Debt Management Ltd., as Lender | |
| | By: | /s/ Jean Pierre Knight | |
| | | | |
| | | Vice President, Investment Advisor to AIB Debt Management, Limited | |
| | | |
| | By: | /s/ Brent Phillips | |
| | | | |
| | | Vice President, Investment Advisor to AIB Debt Management, Limited | |
| | | |
| | | |
| | Australia and New Zealand Banking Group Limited, as Lender | |
| | By: | /s/ John W. Wade | |
| | | | |
| | | Deputy General Manager, Head of Operations and Infrastructure | |
| | | |
| | | |
| | Bacchus (U.S.) 2006-1, Ltd., as Lender | |
| | By: | /s/ David Snyder | |
| | | | |
| | | President | |
| | | |
| | | |
| | Bank of America, N.A., as Lender | |
| | By: | /s/ G. - signature illegible | |
| | | | |
| | | Vice President | |
| | | |
| | | |
| | The Bank of East Asia, Limited, New York Branch, as Lender | |
| | By: | /s/ Kenneth Pettis | |
| | | | |
| | | Senior Vice President | |
| | | |
| | By: | /s/ Kitty Sin | |
| | | | |
| | | Senior Vice President | |
| | | |
| | | |
| | The Bank of Nova Scotia, as Lender | |
| | By: | /s/ Teresa Wu | |
| | | | |
| | | Director | |
| | | |
| | | |
| | Barclays Bank PLC, as Lender | |
| | By: | /s/ Craig Malloy | |
| | | | |
| | | Director | |
| | | |
| Bayerische Landesbank, New York Branch, as Lender | |
| | By: | /s/ Alexander Kohnert | |
| | | | |
| | | Senior Vice President | |
| | | |
| | By: | /s/ Gina Hoey | |
| | | | |
| | | Vice President | |
| | | |
| | | |
| | Blue Shield of California, as Lender | |
| | By: | /s/ David Ardini | |
| | | | |
| | | Vice President | |
| | | |
| | | |
| | BMO Capital Markets Financing, Inc., as Lender | |
| | By: | /s/ Scott Morris | |
| | | | |
| | | Vice President | |
| | | |
| | | |
| | BNP Paribas, as Lender | |
| | By: | /s/ Jamie Dillon | |
| | | | |
| | | Managing Director | |
| | | |
| | By: | /s/ Joseph Mack | |
| | | Vice President | |
| | | |
| | | |
| | Bridgeport CLO Ltd., as Lender | |
| | By: Deerfield Capital Management LLC as its Collateral Manager | |
| | | |
| | By: | /s/ Ken Selle | |
| | | | |
| | | Managing Director | |
| |
| | | |
| | Bridgeport CLO II Ltd., as Lender | |
| | By: Deerfield Capital Management LLC as its Collateral Manager | |
| | | |
| | By: | /s/ Ken Selle | |
| | | | |
| | | Managing Director | |
| |
| | | |
| | Burr Ridge CLO Plus Ltd., as Lender | |
| | By: Deerfield Capital Management LLC as its Collateral Manager | |
| | | |
| | By: | /s/ Ken Selle | |
| | | | |
| | | Managing Director | |
| |
| | Capital One Leverage Finance Corporation, as Lender | |
| | By: | /s/ Ron Walker | |
| | | | |
| | | SVP | |
| | | |
| | | |
| | Caterpillar Financial Services Corporation, as Lender | |
| | By: | /s/ Michael M. Ward | |
| | | | |
| | | Credit & Operations Manager – Syndications | |
| | | Caterpillar Financial Services Corporation | |
| | | |
| | | |
| | Citibank, N.A., as Lender | |
| | By: | /s/ C.H. – signature illegible | |
| | | C.H. – signature illegible | |
| | | Vice President | |
| | | |
| | | |
| | Commerz Bank A.G., as Lender | |
| | By: | /s/ Matias Cruces | |
| | | | |
| | | Vice President | |
| | | |
| | | |
| | East West Bank, as Lender | |
| | By: | /s/ Nancy A. Moore | |
| | | | |
| | | Senior Vice President | |
| | | |
| | | |
| | Fifth Third Bank, as Lender | |
| | By: | /s/ Gary Josey | |
| | | | |
| | | VP – Corporate Banking | |
| | | |
| | | |
| | Forest Creek CLO, Ltd., as Lender | |
| | By: Deerfield Capital Management LLC as its Collateral Manager | |
| | | |
| | By: | /s/ Ken Selle | |
| | | | |
| | | Managing Director | |
| |
| | | |
| | Fortis Capital Corp., as Lender | |
| | By: | /s/ John W. Deegan | |
| | | | |
| | | Director & Group Head | |
| | | |
| | By: | /s/ Carlos del Mamol | |
| | | Carlos del Mamol | |
| | | Head of International Desk N.A. | |
| |
| Franklin CLO V, Limited, as Lender | |
| | By: | /s/ David Ardini | |
| | | David Ardini, Franklin Advisers, Inc., as Collateral Manager | |
| | | Vice President | |
| |
| | | |
| | Franklin Floating Rate Daily Access Fund, as Lender | |
| | By: | /s/ Richard Hsu | |
| | | | |
| | | Vice President | |
| | | |
| | | |
| | Franklin Floating Rate Master Series, as Lender | |
| | By: | /s/ Richard Hsu | |
| | | | |
| | | Vice President | |
| | | |
| | | |
| | Franklin Templeton Limited Duration Income Trust, as Lender | |
| | By: | /s/ Richard Hsu | |
| | | | |
| | | Vice President | |
| | | |
| | | |
| | Franklin Templeton Series II Funds Franklin Floating Rate II Fund, as Lender | |
| | By: | /s/ Richard Hsu | |
| | | | |
| | | Vice President | |
| | | |
| | | |
| | General Electric Capital Corporation, as Lender | |
| | By: | /s/ James R. Persico | |
| | | | |
| | | Duly Authorized Signatory | |
| |
| | | |
| | Greyrock CDO, Ltd. | |
| | By: Aladdin Capital Management LLC as Manager, as Lender | |
| | | |
| | By: | /s/ Christine M. Barto | |
| | | | |
| | | Authorized Signatory | |
| |
| | | |
| | HSBC Bank USA, N.A., as Lender | |
| | By: | /s/ David Hants | |
| | | | |
| | | Senior Vice President | |
| |
| Landmark III CDO Limited | |
| | By: Aladdin Capital Management LLC as Manager, as Lender | |
| | | |
| | By: | /s/ Christine M. Barto | |
| | | | |
| | | Authorized Signatory | |
| |
| | | |
| Landmark IV CDO Limited | |
| | By: Aladdin Capital Management LLC as Manager, as Lender | |
| | | |
| | By: | /s/ Christine M. Barto | |
| | | | |
| | | Authorized Signatory | |
| |
| | |
| Landmark V CDO Limited | |
| | By: Aladdin Capital Management LLC as Manager, as Lender | |
| | | |
| | By: | /s/ Christine M. Barto | |
| | | | |
| | | Authorized Signatory | |
| |
| | |
| Landmark VI CDO Limited | |
| | By: Aladdin Capital Management LLC as Manager, as Lender | |
| | | |
| | By: | /s/ Christine M. Barto | |
| | | | |
| | | Authorized Signatory | |
| |
| | |
| Landmark VII CDO Limited | |
| | By: Aladdin Capital Management LLC as Manager, as Lender | |
| | | |
| | By: | /s/ Christine M. Barto | |
| | | | |
| | | Authorized Signatory | |
| |
| | |
| Landmark VIII CDO Limited | |
| | By: Aladdin Capital Management LLC as Manager, as Lender | |
| | | |
| | By: | /s/ Christine M. Barto | |
| | | | |
| | | Authorized Signatory | |
| |
| | |
| Landmark IX CDO Limited | |
| | By: Aladdin Capital Management LLC as Manager, as Lender | |
| | | |
| | By: | /s/ Christine M. Barto | |
| | | | |
| | | Authorized Signatory | |
| |
| Mrt Bank. as Lender | |
| | By: | /s/ Sue O’Malley | |
| | | | |
| | | V.P. | |
| |
| | | |
| | MB Financial Bank, N.A., as Lender | |
| | By: | /s/ Henry Wesser | |
| | | | |
| | | Vice President | |
| |
| | | |
| | Mizuho Corporate Bank, Ltd., as Lender | |
| | By: | /s/ signature illegible | |
| | | Name: signature illegible | |
| | | Authorized Signatory | |
| |
| | | |
| | Morgan Stanley Bank, N.A., as Lender | |
| | By: | /s/ Ryan Vetsch | |
| | | | |
| | | Authorized Signatory | |
| |
| | | |
| | Morgan Stanley Senior Funding, Inc., as Lender | |
| | By: | /s/ Ryan Vetsch | |
| | | | |
| | | Authorized Signatory | |
| |
| | | |
| | National City Bank, as Lender | |
| | By: | /s/ Karen P. Davies | |
| | | | |
| | | Senior Vice President | |
| |
| | | |
| | Raymond James Bank, FSB, as Lender | |
| | By: | /s/ Joseph A. Ciccolini | |
| | | | |
| | | Vice President – Senior Corporate Banker | |
| |
| | | |
| | Rosedale CLO Ltd. | |
| | By: Princeton Advisory Group, Inc as Collateral Manager | |
| | | |
| | By: | /s/ Anna Chin | |
| | | | |
| | | Senior Analyst | |
| |
| | | |
| | Rosedale CLO II Ltd. | |
| | By: Princeton Advisory Group, Inc as Collateral Manager | |
| | | |
| | By: | /s/ Anna Chin | |
| | | | |
| | | Senior Analyst | |
| |
| | | |
| | Rosemont CLO, Ltd., as Lender | |
| | By: Deerfield Capital Management LLC as its Collateral Manager | |
| | | |
| | By: | /s/ Ken Selle | |
| | | | |
| | | Managing Director | |
| |
| | | |
| | Royal Bank of Scotland, plc as Lender | |
| | By: | /s/ Jack Wesolek | |
| | | | |
| | | Senior Vice President | |
| |
| | | |
| | Scotiabanc Inc., as Lender | |
| | By: | /s/ J.F. Todd | |
| | | | |
| | | Managing Director | |
| |
| | | |
| | State Bank of India, as Lender | |
| | By: | /s/ Prabodh Parikh | |
| | | | |
| | | Vice President & Head (Credit) | |
| |
| | | |
| | Sumitomo Mitsui Banking Corporation, as Lender | |
| | By: | /s/ William M. Ginn | |
| | | | |
| | | Executive Officer | |
| |
| | | |
| | SunTrust Bank, as Lender | |
| | By: | /s/ M.R. – signature illegible | |
| | | M.R. – signature illegible | |
| | | Managing Director | |
| |
| | | |
| | U.S. Bank National Association, as Lender | |
| | By: | /s/ Conan Schleicher | |
| | | | |
| | | Vice President | |
| |
| | | |
| | UBS AG, Stamford Branch, as Lender | |
| | By: | /s/ Marie Haddad | |
| | | | |
| | | Associate Director | |
| | | |
| | By: | /s/ Mary E. Evans | |
| | | Mary E. Evans | |
| | | Associate Director | |
| |
| | UBS Loan Finance, LLC, as Lender | |
| | By: | /s/ Marie Haddad | |
| | | | |
| | | Associate Director | |
| | | |
| | By: | /s/ Mary E. Evans | |
| | | Mary E. Evans | |
| | | Associate Director | |
| |
| | | |
| | Union Bank N.A., as Lender | |
| | By: | /s/ David Jackson | |
| | | | |
| | | Vice President | |
| |
| | | |
| | United Overseas Bank Limited, New York Agency, as Lender | |
| | By: | /s/ K. Jin Koh | |
| | | | |
| | | SVP & GM | |
| | | |
| | By: | /s/ Mario Sheng | |
| | | Mario Sheng | |
| | | AVP | |
| |
| | | |
| | Wachovia Bank, N.A., as Lender | |
| | By: | /s/ David E. Stolpe | |
| | | | |
| | | Senior Vice President | |
| |
| | | |
| | Westpac Banking Corporation, as Lender | |
| | By: | /s/ Henrik Jensen | |
| | | | |
| | | Director, Corporate & Institutional Banking Americas | |
| |
| | | |
| Guarantors: | |
| | | | |
| | Aman Environmental Construction, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | | |
| | Washington Holdings, Inc. [f.k.a. Bear Merger Sub, Inc.] | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | | |
| | Cleveland Wrecking Company |
| | By: | /s/ Rita Armstrong | |
| | | | |
| | | Director | |
| | | |
| EG&G Defense Materials, Inc. | |
| | By: | /s/ William F. Neeb | |
| | | | |
| | | Director | |
| | | |
| | | |
| | EG&G Technical Services, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | | |
| | E.C. Driver & Associates, Inc. |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| |
| | | |
| Lear Siegler Logistics International, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | | |
| | Lear Siegler Services, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | |
| | Washington California, Inc. [f.k.a. Pomeroy Corporation] |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| |
| | | |
| | Rust Constuctors Puerto Rico, Inc. | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| | | |
| | | |
| | Rust Constuctors, Inc. | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| |
| | | |
| | Signet Testing Laboratories, Inc. | |
| | By: | /s/ Rita Armstrong | |
| | | | |
| | | Director | |
| |
| | |
| | By: | /s/ Francis J. Geran | |
| | | | |
| | | Authorized Representative | |
| | | |
| | | |
| | URS Construction Services, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | | |
| | URS Corporation |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| |
| | | |
| | |
| | By: | /s/ William A. Stevenson | |
| | | | |
| | | Director | |
| | | |
| | | |
| | URS Corporation - New York | |
| | By: | /s/ Francis J. Geran | |
| | | | |
| | | Director | |
| | | |
| | |
| | URS Corporation - North Carolina |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| |
| | | |
| | URS Corporation- Ohio | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | | |
| | URS Corporation Great Lakes | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| |
| | | |
| | URS Corporation Southern | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| |
| URS District Services, P.C. | |
| | By: | /s/ James R. Linthicum | |
| | | | |
| | | Director | |
| | | |
| | | |
| | URS Greiner Woodward-Clyde Consultants, Inc. | |
| | By: | /s/ Thomas W. Bishop | |
| | | | |
| | | |
| | | |
| | URS Group, Inc. |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| |
| | | |
| | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | | |
| | URS International, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | |
| | URS Operating Services, Inc. |
| | By: | /s/ Charles Baker | |
| | | | |
| | | Vice President | |
| |
| | | |
| | URS Resources, LLC | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | CFO, Member representative & VP | |
| | | |
| | | |
| | Washington Demilitarization Company, LLC | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| |
| | | |
| | Washington Government Environmental Services Company LLC | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Vice President and Assistant Secretary | |
| |
| Washington Group Holdings Limited | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| | | |
| | | |
| | Washington Group International, Inc. | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| | | |
| | | |
| | Washington Group Latin America, Inc. |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| |
| | | |
| Washington International, Inc. | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| | | |
| | | |
| | Washington Midwest LLC | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Assistant Secretary | |
| | | |
| | |
| | WGI Middle East Inc. |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| |
| | | |
| | Badger Energy, Inc. | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| | | |
| | | |
| | Badger Middle East, Inc. | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| |
| | | |
| | Banshee Construction Company, Inc. | |
| | By: | /s/ Rita Armstrong | |
| | | | |
| | | Director | |
| |
| | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | | |
| | D&M Consulting Engineers, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | | |
| | Dames & Moore Group (NY), Inc. |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| |
| | | |
| Ebasco International Corporation | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | | |
| | Energy Overseas International, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | |
| | Geotesting Services, Inc. |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| |
| | | |
| | Harbert-Yeargin Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | | |
| | National Projects, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| |
| | | |
| | Radian Engineering, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| |
| Raytheon-Ebasco Overseas, Ltd. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | | |
| | The Leasing Corporation | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| | | |
| | | |
| | United Engineers Far East, Ltd. |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| |
| | | |
| United Engineers International, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | | |
| | United Mid-East, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | |
| | URS Architects/Engineers, Inc. |
| | By: | /s/ Francis J. Geran | |
| | | | |
| | | Director | |
| |
| | | |
| | URS Architecture - Oregon, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | | |
| | URS Corporation Architecture, P.C. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| |
| | | |
| | URS Corporation Design | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| |
| URS Corporation - Maryland | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | | |
| | URS Corporation Services | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | | |
| | URS Corporation Southeast |
| | By: | /s/ William A. Stevenson | |
| | | | |
| | | Director | |
| |
| | | |
| URS-Stevenson Architecture, P.C. | |
| | By: | /s/ William A. Stevenson | |
| | | | |
| | | Director | |
| | | |
| | | |
| | Washington Architects, LLC | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Assistant Secretary | |
| | | |
| | |
| | Washington-Catalytic, Inc. |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| |
| | | |
| | Washington Construction Corporation | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | | |
| | Targhee International LLC [f.k.a. Washington Group Argentina, Inc.] | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Director | |
| |
| | | |
| | Washington Global Services, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| |
| Washington Group Transit Management Company | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | | |
| | Washington Infrastructure Corporation | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | | |
| | Washington Infrastructure Services, Inc. |
| | By: | /s/ William A. Stevenson | |
| | | | |
| | | Vice President and CFO | |
| |
| | | |
| Washington Ohio Services LLC | |
| | By: | /s/ William A. Stevenson | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | | |
| | Washington Quality Inspection Company | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | |
| | West Valley Nuclear Services Company LLC |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Sr. Vice President of Legal and Assistant Secretary | |
| |
| | | |
| | WGCI, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | | |
| | WGI Asia, Inc. | |
| | By: | /s/ Randolph J. Hill | |
| | | | |
| | | Vice President and CFO | |
| |
| | | |
| | WGI Global Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| |
| WGI Global Opportunities LLC | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | | |
| | WGI Industrial Services, Ltd. | |
| | By: | /s/ Frank S. Finlayson | |
| | | | |
| | | Vice President and Treasure | |
| | | |
| | | |
| | WGI Overseas Operations LLC |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Vice President and CFO | |
| |
| | | |
| Wisconsin Power Constructors, LLC | |
| | By: | /s/ William A. Stevenson | |
| | | | |
| | | Vice President and CFO | |
| | | |
| | | |
| | LopezGarcia Group, Inc. | |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| | | |
| | |
| | URS Alaska, LLC |
| | By: | /s/ H. Thomas Hicks | |
| | | | |
| | | Director | |
| |
