LIMITED WAIVER REGARDING REPURCHASE OF OUTSTANDING SENIOR NOTES

Exhibit 10.1

LIMITED WAIVER REGARDING REPURCHASE OF
OUTSTANDING SENIOR NOTES

     This LIMITED WAIVER (this “Waiver”) is dated as of June 6, 2005 and is entered into by and among URS CORPORATION, a Delaware corporation (“Company”), the FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (the “Lenders”), CREDIT SUISSE, Cayman Islands Branch (formerly Credit Suisse First Boston), as administrative agent for Lenders (“Administrative Agent”) and, for purposes of Section 6 hereof, the Loan Parties other than Company listed on the signature pages hereof (the “Subsidiary Guarantors”) and is made with reference to that certain Credit Agreement dated as of August 22, 2002, as amended by that certain First Amendment to Credit Agreement dated as of January 30, 2003, that certain Second Amendment to Credit Agreement dated as of November 6, 2003, that certain Third Amendment to Credit Agreement dated as of December 16, 2003, that certain Fourth Amendment to Credit Agreement dated as of March 29, 2004, that certain Fifth Amendment to Credit Agreement dated as of June 4, 2004, that certain Sixth Amendment to Credit Agreement dated as of November 29, 2004 and that certain Seventh Amendment to Credit Agreement dated as of January 27, 2005 (as so amended and as further amended, modified, restated or otherwise supplemented to the date hereof, the “Credit Agreement”), by and among Company, Lenders, CREDIT SUISSE FIRST BOSTON, as a Co-Lead Arranger and Administrative Agent for Lenders, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Co-Lead Arranger and Syndication Agent for Lenders, and BNP PARIBAS, XXXXXX TRUST & SAVINGS BANK and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents for Lenders. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

     WHEREAS, Company and the Lenders desire to waive compliance with certain provisions related to the repurchase of all outstanding Senior Notes;

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

Section 1. WAIVER

     Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of Company herein contained, the undersigned Lenders, constituting Requisite Lenders, hereby waive compliance with the provisions of subsections 2.4B(iii)(c) and 7.5B of the Credit Agreement to the extent, and only to the extent, necessary to permit Company, prior to the date that is 180 days following the date hereof, to use the Net Securities Proceeds from the issuance of the Capital Stock of Company, together with Cash on hand and the proceeds of Revolving Loans, to repurchase the outstanding Senior Notes.

Section 2. LIMITATION OF WAIVER

     Without limiting the generality of the provisions of subsection 10.6 of the Credit Agreement, the waiver set forth above shall be limited precisely as written and relates solely to the noncompliance by Company with the provisions of subsections 2.4B(iii)(c) and 7.5B of the Credit Agreement in the manner and to the extent described above, and nothing in this Waiver shall be deemed to:

     (a) constitute a waiver of compliance by Company with respect to (i) subsections 2.4B(iii)(c) and 7.5B of the Credit Agreement in any other instance or (ii) any other term, provision or condition of the Credit Agreement or any other instrument referred to therein; or

     (b) prejudice any right or remedy that Administrative Agent or any Lender may now have (except to the extent such right or remedy was based upon existing defaults that will not exist after giving effect to this Waiver) or may have in the future under or in connection with the Credit Agreement or any other instrument or agreement referred to therein.

     Except as expressly set forth herein, the terms, provisions and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed.

Section 3. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders to enter into this Waiver, Company hereby represents and warrants that:

     (a) as of the date hereof, there exists no Event of Default or Potential Event of Default under the Credit Agreement;

     (b) all representations and warranties contained in the Credit Agreement and the other Loan Documents 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 they were true, correct and complete in all material respects on and as of such earlier date; and

     (c) as of the date hereof, Company has performed all agreements to be performed on its part as set forth in the Credit Agreement.

Section 4. COUNTERPARTS; EFFECTIVENESS

     This Waiver 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

Limited Waiver

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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 Waiver shall become effective as of the date hereof upon the execution of counterparts hereof by Company and Subsidiary Guarantors and by Lenders constituting Requisite Lenders and receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

Section 5. GOVERNING LAW

     THIS WAIVER 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 LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

Section 6. ACKNOWLEDGEMENT AND CONSENT BY SUBSIDIARY GUARANTORS

     Each Subsidiary Guarantor hereby acknowledges that it has read this Waiver and consents to the terms thereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Waiver, the obligations of Subsidiary Guarantor 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.

[Remainder of page intentionally left blank.]

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

		URS CORPORATION, a Delaware corporation
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
		CREDIT SUISSE, Cayman Islands Branch (formerly Credit Suisse First Boston),
		Individually and as Administrative Agent
		By:		/s/ S. Xxxxxxx Xxx
		Title:		Director
		By:		/s/ Xxxxx Xxxx
		Title:		Vice President

Limited Waiver

[SUBSIDIARY GUARANTORS:]
		AMAN ENVIRONMENTAL CONSTRUCTION, INC., a California corporation
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
		BANSHEE CONSTRUCTION COMPANY, INC.,
		a California corporation
		By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Vice President and Treasurer
		CLEVELAND WRECKING COMPANY,
		a California corporation
		By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Vice President and Treasurer
		EG&G DEFENSE MATERIALS, INC.,
		a Utah corporation
		By:		/s/ Xxxxxxx Xxxx
		Name:		Xxxxxxx Xxxx
		Title:		Vice President, Chief Financial Officer, Assistant Secretary and Assistant Treasurer

Limited Waiver

		EG&G TECHNICAL SERVICES, INC.,
		a Delaware corporation
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Executive Vice President
		D&M CONSULTING ENGINEERS, INC.,
		a Delaware corporation
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer

Limited Waiver

		E.C. DRIVER & ASSOCIATES, INC.,
		a Florida corporation
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
		XXXX XXXXXXX LOGISTICS INTERNATIONAL, INC.,
		a Delaware corporation
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Executive Vice President
		XXXX XXXXXXX SERVICES, INC.
		a Delaware corporation
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Executive Vice President
		RADIAN ENGINEERING, INC.
		a New York corporation
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Executive Vice President, Chief Financial Officer and Secretary

Limited Waiver

		URS CORPORATION AES,
		a Connecticut corporation
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
		URS CORPORATION ARCHITECTURE - NC, P.C.,
		a North Carolina corporation
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
		URS CORPORATION —NEW YORK,
		a New York corporation
		By:		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Vice President, Treasurer and Controller
		URS RESOURCES, LLC,
		a Delaware limited liability company
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Member Representative
		RADIAN INTERNATIONAL LLC,
		a Delaware limited liability company

		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President and Treasurer

Limited Waiver

		SIGNET TESTING LABORATORIES, INC.,
		a Delaware corporation
		By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Vice President and Treasurer
		URS CONSTRUCTION SERVICES, INC.,
		a Florida corporation
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
		URS CORPORATION, a Nevada
		corporation
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President and Treasurer
		URS CORPORATION GREAT LAKES,
		a Michigan corporation
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer

Limited Waiver

		URS CORPORATION–MARYLAND, a
		Maryland corporation
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President and Treasurer
		URS CORPORATION–OHIO, an Ohio corporation
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President and Treasurer
		URS CORPORATION SOUTHERN, a
		California corporation
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President and Treasurer
		URS GROUP, INC., a Delaware corporation
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President and Assistant Treasurer

Limited Waiver

		URS HOLDINGS, INC., a Delaware corporation
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President and Treasurer
		URS INTERNATIONAL INC., a Delaware
		corporation
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President and Treasurer
		URS OPERATING SERVICES, INC.,
		a Delaware corporation
		By:		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Vice President and Controller

Limited Waiver

		Landmark II CDO Limited By: Aladdin Capital Management LLC, as manager, as a Lender
		By:		/s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx, CFA Title: Authorized Signatory
		BNP PARIBAS, as a Lender
		By:		/s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Director
		By:		/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President
		Bank Leumi USA, as a Lender
		By:		/s/ Xxxxx Xxx Hong Name: Xxxxx Xxx Hong Title: Vice President
		Bank of America, N.A., as a Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President
		Callidus Debt Partners CDO Fund I, Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC, as a Lender
		By:		/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Managing Director

		Callidus Debt Partners CDO Fund II, Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC, as a Lender
		By:		/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Managing Director
		Callidus Debt Partners CDO Fund III, Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC, as a Lender
		By:		/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Managing Director
		Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO I, LTD., or an affiliate, as a Lender
		By:		/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Credit Officer
		Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO II, LTD., or an affiliate, as a Lender
		By:		/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Credit Officer

		Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate, as a Lender
		By:		/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Credit Officer
		ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, as a Lender
		By:		/s/ Xxxx Xxx Name: Xxxx Xxx Title: Director
		By:		/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: First Vice President
		General Electric Capital Corporation, as a Lender
		By:		/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Duly Authorized Signatory
		Xxxxxx X.X., as a Lender
		By:		/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director
		IKB Capital Corporation, as a Lender
		By:		/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President

		National City Bank, as a Lender
		By:		/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: AVP
		NATIONWIDE MUTUAL INSURANCE CO., as a Lender
		By:		/s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory
		SCOTTSDALE INSURANCE CO., as a Lender
		By:		/s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory
		AMCO INSURANCE CO., as a Lender
		By:		/s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory
		The Norinchukin Bank, New York Branch, as a Lender
		By:		/s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Joint General Manager
		North Fork Business Capital Corp., as a Lender
		By:		/s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP

		OAK HILL SECURITIES FUND, L.P.,
		By: Oak Hill Securities GenPar, L.P. its General Partner
		By: Oak Hill Securities MGP, Inc., its General Partner
		By:		/s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President
		OAK HILL SECURITIES FUND II, L.P.,
		By: Oak Hill Securities GenPar II, L.P. its General Partner
		By: Oak Hill Securities MGP II, Inc., its General Partner
		By:		/s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President
		OAK HILL CREDIT PARTNERS I, LIMITED
		By: Oak Hill CLO Management I, LLC As Investment Manager
		By:		/s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President
		OAK HILL CREDIT PARTNERS II, LIMITED
		By: Oak Hill CLO Management II, LLC As Investment Manager
		By:		/s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President

		Pacific CDO II, Ltd., as a Lender
		By:		/s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President
		Pacific CDO III, Ltd., as a Lender
		By:		/s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President
		PILGRIM CLO 1999-1 LTD. By: ING Investments, LLC As its investment manager
		By:		/s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President
		ML CLO XII PILGRIM AMERICA (CAYMAN) LTD. By: ING Investments, LLC As its investment manager
		By:		/s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President
		ML CLO XV PILGRIM AMERICA (CAYMAN) LTD. By: ING Investments, LLC As its investment manager
		By:		/s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President

		ING SENIOR INCOME FUND By: ING Investment Management Co. As its investment manager
		By:		/s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President
		PPM SHADOW CREEK FUNDING LLC as a Lender
		By:		/s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Assistant Vice President
		PPM SPYGLASS FUNDING TRUST as a Lender
		By:		/s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Assistant Vice President
		The Royal Bank of Scotland, as a Lender
		By:		/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director
		Granite Ventures I Ltd, By: Stone Tower Debt Advisors as its Collateral Manager, as a Lender
		By:		/s/ W. Xxxxxxx Xxxxx Name: W. Xxxxxxx Xxxxx Title: Authorized Signatory

		Stone Tower CLO III Ltd, By: Stone Tower Debt Advisors as its Collateral Manager, as a Lender
		By:		/s/ W. Xxxxxxx Xxxxx Name: W. Xxxxxxx Xxxxx Title: Authorized Signatory
		STANWICH LOAN FUNDING LLC, as a Lender
		By:		/s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Assistant Vice President
		Toronto Dominion (New York), LLC, as a Lender
		By:		/s/ Masood Fikrec Name: Masood Fikrec Title: Authorized Signatory
		Transamerica Business Capital Corporation, as a Lender
		By:		/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Duly Authorized Signatory
		Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFP1 Loan Funding LLC, as a Lender
		By:		/s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: As Attorney-in-Fact

		Union Bank of California, N.A., as a Lender
		By:		/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President
		Union Bank National Association, as a Lender
		By:		/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President
		Wachovia Bank, N.A., as a Lender
		By:		/s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President
		Xxxxx Fargo, as a Lender
		By:		/s/ Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President