URS CORPORATION THIRD AMENDMENT TO CREDIT AGREEMENT

EXHIBIT 4.4

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”), XXXXX 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, Xxxxxx Xxxxxxx Senior Funding, Inc., as a joint-lead arranger and syndication agent for Lenders, Xxxxx 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:

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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.

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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]

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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. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	Lenders:
	Xxxxx Fargo Bank, National Association, individually and as Administrative Agent
	By:	/s/ Xxxx Xxxxx
		Xxxx Xxxxx
		Senior Vice President

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

	By:	/s/ Xxxx Xxx
		Xxxx Xxx
		Asst. Vice President

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

	By:	/s/ Xxx Xxxxx
		Xxx Xxxxx
		Assistant Vice President

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	American Savings Bank, as Lender
	By:	/s/ Xxxx XxXxxx
		Xxxx XxXxxx
		Vice President

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

	Bank of America, N.A., as Lender
	By:	/s/ Xxxxxx Xxxxxxxxx
		Xxxxxx Xxxxxxxxx
		Director

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

	Barclays Bank PLC, as Lender
	By:	/s/ Xxxxx Xxxxx
		Xxxxx Xxxxx
		AVP

	Bayerische Landesbank, NY Branch, as Lender
	By:	/s/ Xxxx Xxxxxxx
		Xxxx Xxxxxxx
		Senior Vice President

	By:	/s/ Xxxxxx Xxxxxx
		Xxxxxx Xxxxxx
		Vice President

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	Big Sky III Senior Loan Trust By:  Xxxxx Xxxxx Management as Investment Advisor, as Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Vice President

	BMO Capital Markets Financing, Inc., as Lender
	By:	/s/ Xxxx Xxxxxxxxx
		Xxxx Xxxxxxxxx
		Director

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

	By:	/s/ Xxxx-Xxx Xxxx
		Xxxx-Xxx Xxxx
		Vice President

	Capital One Leverage Finance Corporation, as Lender
	By:	/s/ Xxxx Xxxxxxx
		Xxxx Xxxxxxx
		SVP

	Citibank, N.A., as Lender
	By:	/s/ Xxxxxxxxxxx X. Xxxxxxxx
		Xxxxxxxxxxx X. Xxxxxxxx
		Vice President

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

	By:	/s/ Xxxxx Wesemeier
		Xxxxx Wesemeier
		Vice President

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	Xxxxx Xxxxx CDO VII PLC By:  Xxxxx Xxxxx Management as Interim Investment Advisor, as Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Vice President

	Xxxxx Xxxxx CDO VIII By:  Xxxxx Xxxxx Management as Interim Investment Advisor, as Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Vice President

	Xxxxx Xxxxx CDO IX Ltd.  By:  Xxxxx Xxxxx Management as Interim Investment Advisor, as Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Vice President

	Xxxxx Xxxxx CDO X PLC By:  Xxxxx Xxxxx Management as Interim Investment Advisor, as Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Vice President

	Xxxxx Xxxxx Institutional Senior Loan Fund By:  Xxxxx Xxxxx Management as Interim Investment Advisor, as Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Vice President

	Xxxxx Xxxxx VT Floating-Rate Income Fund By:  Xxxxx Xxxxx Management as Interim Investment Advisor, as Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Vice President

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

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

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

	M&T Bank. as Lender
	By:	/s/ Xxx Xxx X’Xxxxxx
		Xxx Xxx X’Xxxxxx
		Vice President

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

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

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

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

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

	Sumitomo Mitsui Banking Corporation, as Lender
	By:	/s/ Xxxxxxxx Xxxx
		Xxxxxxxx Xxxx
		Group Head

	SunTrust Bank, as Lender
	By:	/s/ Xxxxxxx Xxxxxxxxxxxxx
		Xxxxxxx Xxxxxxxxxxxxx
		Director

	UBS Loan Finance, LLC, as Lender
	By:	/s/ Xxxx X. Xxxx
		Xxxx X. Xxxx
		Associate Director

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

	U.S. Bank National Association, as Lender
	By:	/s/ Xxxxx Xxxxxxxxxx
		Xxxxx Xxxxxxxxxx
		Vice President

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

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

	By:	/s/ Xxxxx Xxxxx
		Xxxxx Xxxxx
		Assistant Vice President

x

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

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

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

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

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

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

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

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

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

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

	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Director

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

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

xii

	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

	URS Federal Support Services, Inc. [f.k.a. 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

xiii

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

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

	URS Caribe, L.L.P.
	By:	/s/ Xxxx Xxxxxxx
		Xxxx Xxxxxxx
		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

xiv

	URS Corporation AES
	By:	/s/ Xxxx X. Xxxxxxx
		Xxxx X. Xxxxxxx
		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

xv

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

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

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

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

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

xvi

	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

xvii

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

	URS Energy & Construction, Inc. [f.k.a. 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

	URS International Projects, Inc. [f.k.a. 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

xviii

	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/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Director

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

xix

	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

	WD Global, Inc. [f.k.a. 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

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	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

	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

xxi

	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

xxii

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

	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/ Xxxxxx X. Xxxxxxxxx
		Xxxxxx X. Xxxxxxxxx
		Director

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

xxiii

	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

xxiv

	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/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	Washington Ohio Services LLC
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

	Washington Quality Inspection Company
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO

xxv

	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

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

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

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

xxvi

	WGI Industrial Services, Ltd.
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxxxxx
		Vice President and Treasurer
	URS Overseas Operations LLC [f.k.a. WGI Overseas Operations LLC]

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

	Wisconsin Power Constructors, LLC
	By:	/s/ Xxxxxxxx X. Xxxx
		Xxxxxxxx X. Xxxx
		Director

	LopezGarcia Group, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		H. Xxxxxx Xxxxx
		Vice President and CFO
	URS Alaska, LLC

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

xxvii

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

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

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

xx