Consent Regarding Application of MIBRAG Proceeds

EXHIBIT 4.4

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 Xxxxx 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.

i

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.

ii

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. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	Lenders:
	Xxxxx Fargo Bank, National Association, individually and as Agent
	By:	/s/ Xxxxxx X'Xxxxxxxx
		Xxxxxx X'Xxxxxxxx
		Vice President

	Abu Dhabi International Bank Inc, as Lender
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx
		Vice President

	By:	/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		Executive Vice President

	Allied Irish Banks p.l.c., as Lender
	By:	/s/ Xxxx Xxxxxx Xxxxxx
		Xxxx Xxxxxx Xxxxxx
		Vice President

	By:	/s/ Xxxxx Xxxxxxxx
		Xxxxx Xxxxxxxx
		Vice President

iii

	Allied Irish Banks Debt Management Ltd., as Lender
	By:	/s/ Xxxx Xxxxxx Xxxxxx
		Xxxx Xxxxxx Xxxxxx
		Vice President, Investment Advisor to AIB Debt Management, Limited

	By:	/s/ Xxxxx Xxxxxxxx
		Xxxxx Xxxxxxxx
		Vice President, Investment Advisor to AIB Debt Management, Limited

	Australia and New Zealand Banking Group Limited, as Lender
	By:	/s/ Xxxx X. Xxxx
		Xxxx X. Xxxx
		Deputy General Manager, Head of Operations and Infrastructure

	Bacchus (U.S.) 2006-1, Ltd., as Lender
	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		President

	Bank of America, N.A., as Lender
	By:	/s/ G. - signature illegible
		G. - signature illegible
		Vice President

	The Bank of East Asia, Limited, New York Branch, as Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Xxxxxxx Xxxxxx
		Senior Vice President

	By:	/s/ Kitty Sin
		Kitty Sin
		Senior Vice President

	The Bank of Nova Scotia, as Lender
	By:	/s/ Xxxxxx Xx
		Xxxxxx Xx
		Director

	Barclays Bank PLC, as Lender
	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Director

iv

	Bayerische Landesbank, New York Branch, as Lender
	By:	/s/ Xxxxxxxxx Xxxxxxx
		Xxxxxxxxx Xxxxxxx
		Senior Vice President

	By:	/s/ Xxxx Xxxx
		Xxxx Xxxx
		Vice President

	Blue Shield of California, as Lender
	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Vice President

	BMO Capital Markets Financing, Inc., as Lender
	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Vice President

	BNP Paribas, as Lender
	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Managing Director

	By:	/s/ Xxxxxx Xxxx
		Vice President

	Bridgeport CLO Ltd., as Lender
	By:  Deerfield Capital Management LLC as its Collateral Manager
	By:	/s/ Xxx Xxxxx
		Xxx Xxxxx
		Managing Director

	Bridgeport CLO II Ltd., as Lender
	By:  Deerfield Capital Management LLC as its Collateral Manager
	By:	/s/ Xxx Xxxxx
		Xxx Xxxxx
		Managing Director

	Xxxx Ridge CLO Plus Ltd., as Lender
	By:  Deerfield Capital Management LLC as its Collateral Manager
	By:	/s/ Xxx Xxxxx
		Xxx Xxxxx
		Managing Director

v

	Capital One Leverage Finance Corporation, as Lender
	By:	/s/ Xxx Xxxxxx
		Xxx Xxxxxx
		SVP

	Caterpillar Financial Services Corporation, as Lender
	By:	/s/ Xxxxxxx X. Xxxx
		Xxxxxxx X. Xxxx
		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/ Xxxxxx Cruces
		Xxxxxx Cruces
		Vice President

	East West Bank, as Lender
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx
		Senior Vice President

	Fifth Third Bank, as Lender
	By:	/s/ Xxxx Xxxxx
		Xxxx Xxxxx
		VP – Corporate Banking

	Forest Creek CLO, Ltd., as Lender
	By:  Deerfield Capital Management LLC as its Collateral Manager
	By:	/s/ Xxx Xxxxx
		Xxx Xxxxx
		Managing Director

	Fortis Capital Corp., as Lender
	By:	/s/ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
		Director & Group Head

	By:	/s/ Xxxxxx del Mamol
		Xxxxxx del Mamol
		Head of International Desk N.A.

vi

	Franklin CLO V, Limited, as Lender
	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx, Franklin Advisers, Inc., as Collateral Manager
		Vice President

	Franklin Floating Rate Daily Access Fund, as Lender
	By:	/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Vice President

	Franklin Floating Rate Master Series, as Lender
	By:	/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Vice President

	Franklin Xxxxxxxxx Limited Duration Income Trust, as Lender
	By:	/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Vice President

	Franklin Xxxxxxxxx Series II Funds Franklin Floating Rate II Fund, as Lender
	By:	/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Vice President

	General Electric Capital Corporation, as Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		Duly Authorized Signatory

	Greyrock CDO, Ltd.
	By:  Aladdin Capital Management LLC as Manager, as Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Xxxxxxxxx X. Xxxxx
		Authorized Signatory

	HSBC Bank USA, N.A., as Lender
	By:	/s/ Xxxxx Hants
		Xxxxx Hants
		Senior Vice President

vii

	Landmark III CDO Limited
	By:  Aladdin Capital Management LLC as Manager, as Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Xxxxxxxxx X. Xxxxx
		Authorized Signatory

	Landmark IV CDO Limited
	By:  Aladdin Capital Management LLC as Manager, as Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Xxxxxxxxx X. Xxxxx
		Authorized Signatory

	Landmark V CDO Limited
	By:  Aladdin Capital Management LLC as Manager, as Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Xxxxxxxxx X. Xxxxx
		Authorized Signatory

	Landmark VI CDO Limited
	By:  Aladdin Capital Management LLC as Manager, as Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Xxxxxxxxx X. Xxxxx
		Authorized Signatory

	Landmark VII CDO Limited
	By:  Aladdin Capital Management LLC as Manager, as Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Xxxxxxxxx X. Xxxxx
		Authorized Signatory

	Landmark VIII CDO Limited
	By:  Aladdin Capital Management LLC as Manager, as Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Xxxxxxxxx X. Xxxxx
		Authorized Signatory

	Landmark IX CDO Limited
	By:  Aladdin Capital Management LLC as Manager, as Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Xxxxxxxxx X. Xxxxx
		Authorized Signatory

viii

	Mrt Bank. as Lender
	By:	/s/ Xxx X’Xxxxxx
		Xxx X’Xxxxxx
		V.P.

	MB Financial Bank, N.A., as Lender
	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Vice President

	Mizuho Corporate Bank, Ltd., as Lender
	By:	/s/ signature illegible
		Name: signature illegible
		Authorized Signatory

	Xxxxxx Xxxxxxx Bank, N.A.,  as Lender
	By:	/s/ Xxxx Xxxxxx
		Xxxx Xxxxxx
		Authorized Signatory

	Xxxxxx Xxxxxxx Senior Funding, Inc., as Lender
	By:	/s/ Xxxx Xxxxxx
		Xxxx Xxxxxx
		Authorized Signatory

	National City Bank, as Lender
	By:	/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Senior Vice President

	Xxxxxxx Xxxxx Bank, FSB, as Lender
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxxx X. Xxxxxxxxx
		Vice President – Senior Corporate Banker

	Rosedale CLO Ltd.
	By:  Princeton Advisory Group, Inc as Collateral Manager
	By:	/s/ Xxxx Xxxx
		Xxxx Xxxx
		Senior Analyst

	Rosedale CLO II Ltd.
	By:  Princeton Advisory Group, Inc as Collateral Manager
	By:	/s/ Xxxx Xxxx
		Xxxx Xxxx
		Senior Analyst

ix

	Rosemont CLO, Ltd., as Lender
	By:  Deerfield Capital Management LLC as its Collateral Manager
	By:	/s/ Xxx Xxxxx
		Xxx Xxxxx
		Managing Director

	Royal Bank of Scotland, plc as Lender
	By:	/s/ Xxxx Xxxxxxx
		Xxxx Xxxxxxx
		Senior Vice President

	Scotiabanc Inc., as Lender
	By:	/s/ X.X. Xxxx
		X.X. Xxxx
		Managing Director

	State Bank of India, as Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Xxxxxxx Xxxxxx
		Vice President & Head (Credit)

	Sumitomo Mitsui Banking Corporation, as Lender
	By:	/s/ Xxxxxxx X. Xxxx
		Xxxxxxx X. Xxxx
		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/ Xxxxx Xxxxxxxxxx
		Xxxxx Xxxxxxxxxx
		Vice President

	UBS AG, Stamford Branch, as Lender
	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Associate Director

	By:	/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		Associate Xxxxxxxx

x

	UBS Loan Finance, LLC, as Lender
	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Associate Director

	By:	/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		Associate Director

	Union Bank N.A., as Lender
	By:	/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx
		Vice President

	United Overseas Bank Limited, New York Agency, as Lender
	By:	/s/ K. Xxx Xxx
		K. Xxx Xxx
		SVP & GM

	By:	/s/ Xxxxx Xxxxx
		Xxxxx Xxxxx
		AVP

	Wachovia Bank, N.A., as Lender
	By:	/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Senior Vice President

	Westpac Banking Corporation, as Lender
	By:	/s/ Xxxxxx Xxxxxx
		Xxxxxx Xxxxxx
		Director, Corporate & Institutional Banking Americas

	Guarantors:
	Aman Environmental Construction, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

	Washington Holdings, Inc. [f.k.a. Bear Merger Sub, Inc.]
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director
	Cleveland Wrecking Company

	By:	/s/ Xxxx Xxxxxxxxx
		Xxxx Xxxxxxxxx
		Director

xi

	EG&G Defense Materials, Inc.
	By:	/s/ Xxxxxxx X. Xxxx
		Xxxxxxx X. Xxxx
		Director

	EG&G Technical Services, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director
	E.C. Driver & Associates, Inc.

	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

	Xxxx Xxxxxxx Logistics International, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

	Xxxx Xxxxxxx Services, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director
	Washington California, Inc. [f.k.a. Xxxxxxx Corporation]

	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director

	Rust Constuctors Puerto Rico, Inc.
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director

	Rust Constuctors, Inc.
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director

	Signet Testing Laboratories, Inc.
	By:	/s/ Xxxx Xxxxxxxxx
		Xxxx Xxxxxxxxx
		Director

xii

	URS Caribe, L.L.P.
	By:	/s/ Xxxxxxx X. Xxxxx
		Xxxxxxx X. Xxxxx
		Authorized Representative

	URS Construction Services, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director
	URS Corporation

	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	URS Corporation AES
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx
		Director

	URS Corporation - New York
	By:	/s/ Xxxxxxx X. Xxxxx
		Xxxxxxx X. Xxxxx
		Director
	URS Corporation - North Carolina

	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

	URS Corporation- Ohio
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

	URS Corporation Great Lakes
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

	URS Corporation Southern
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

xiii

	URS District Services, P.C.
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxxxxx
		Director

	XXX Xxxxxxx Xxxxxxxx-Xxxxx Consultants, Inc.
	By:	/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx
	URS Group, Inc.

	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

	URS Holdings, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

	URS International, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO
	URS Operating Services, Inc.

	By:	/s/ Xxxxxxx Xxxxx
		Xxxxxxx Xxxxx
		Vice President

	URS Resources, LLC
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		CFO, Member representative & VP

	Washington Demilitarization Company, LLC
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director

	Washington Government Environmental Services Company LLC
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Vice President and Assistant Secretary

xiv

	Washington Group Holdings Limited
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director

	Washington Group International, Inc.
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director
	Washington Group Latin America, Inc.

	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director

	Washington International, Inc.
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director

	Washington Midwest LLC
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Assistant Secretary
	WGI Middle East Inc.

	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director

	Badger Energy, Inc.
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director

	Badger Middle East, Inc.
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director

	Banshee Construction Company, Inc.
	By:	/s/ Xxxx Xxxxxxxxx
		Xxxx Xxxxxxxxx
		Director

xv

	Clay Street Properties
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

	D&M Consulting Engineers, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director
	Dames & Xxxxx Group (NY), Inc.

	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	Ebasco International Corporation
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	Energy Overseas International, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO
	Geotesting Services, Inc.

	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

	Xxxxxxx-Xxxxxxx Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	National Projects, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	Radian Engineering, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

xvi

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

	The Leasing Corporation
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director
	United Engineers Far East, Ltd.

	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	United Engineers International, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

	United Mid-East, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO
	URS Architects/Engineers, Inc.

	By:	/s/ Xxxxxxx X. Xxxxx
		Xxxxxxx X. Xxxxx
		Director

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

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

	URS Corporation Design
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

xvii

	URS Corporation - Maryland
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

	URS Corporation Services
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director
	URS Corporation Southeast

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx
		Director

	URS-Xxxxxxxxx Architecture, P.C.
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx
		Director

	Washington Architects, LLC
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Assistant Secretary
	Washington-Catalytic, Inc.

	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	Washington Construction Corporation
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	Targhee International LLC [f.k.a. Washington Group Argentina, Inc.]
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director

	Washington Global Services, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

xviii

	Washington Group Transit Management Company
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	Washington Infrastructure Corporation
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO
	Washington Infrastructure Services, Inc.

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx
		Vice President and CFO

	Washington Ohio Services LLC
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx
		Vice President and CFO

	Washington Quality Inspection Company
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Vice President and CFO
	West Valley Nuclear Services Company LLC

	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Xx. Vice President of Legal and Assistant Secretary

	WGCI, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	WGI Asia, Inc.
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Vice President and CFO

	WGI Global Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

xix

	WGI Global Opportunities LLC
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	WGI Industrial Services, Ltd.
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxxxxx
		Vice President and Treasure
	WGI Overseas Operations LLC

	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	Wisconsin Power Constructors, LLC
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx
		Vice President and CFO

	LopezGarcia Group, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director
	URS Alaska, LLC

	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Director

xx