Consent Regarding Creation of New International Holding Company

EXHIBIT 4.1

Consent Regarding

Creation of New International Holding Company

This Consent (this “Consent”) is dated as of September 29, 2009 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, Company desires to create a more tax efficient structure for its Foreign Subsidiaries, which it expects to result in (i) certain one-time tax savings in connection with the repatriation of Net Asset Sale Proceeds from the sale of its interest in MIBRAG Joint Ventures (such savings, the “Upfront Tax Savings”), which it will use to prepay the Term Loans and (ii) certain additional on-going tax efficiencies that will benefit Company over time;

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, pursuant to the provisions of subsection 7.7 of the Credit Agreement, to (a) URS International Inc. (“URS International”) transferring the Capital Stock it owns in URS Europe Limited (“URS Europe”) and URS Asia Pacific Pty. Ltd (“URS Asia Pacific”) to URS Global Holdings UK Limited (“URS Global UK”), (b) Washington Group International Inc. (“WGI Ohio”) transferring the Capital Stock it owns in Washington International Holding Limited (“WIHL”) and URS Canadian Operations Ltd. (“WGI Northern”) to URS Global UK, and (c) such sales, issuances, transfers, exchanges, contributions and other transactions contemplated by the Plan and Agreement of Reorganization, dated on or about the effective date hereof, by and among URS Global Holdings, Inc. (“URS Global US”), URS International, URS Global UK, WGI Ohio, URS Europe, URS Asia Pacific, WIHL and WGI Northern that result from the transfers described in clauses (a) through (b) above.  In addition, Lenders hereby consent to the release of Collateral to the extent it consists of pledged Capital Stock of URS Europe, URS Asia Pacific, WIHL and WGI Northern (collectively, the “Foreign Subsidiary Reorganization”); provided, that (i) upon the consummation of transfers contemplated by the Plan and Agreement of Reorganization, URS Global UK is a wholly-owned, direct Subsidiary of URS Global US, (ii) URS Global US is deemed to be a Material Domestic Subsidiary and executes the Subsidiary Guaranty, Security Agreement and Pledge Agreement and pledges 66% of the Capital Stock of URS Global UK in accordance with the requirements of subsection 6.7 of the Credit Agreement and otherwise satisfies its obligations in respect thereof and (iii)

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Company, upon realization thereof, applies the Upfront Tax Savings to prepay Term Loans in accordance with subsection 2.4.B(iv) of the Credit Agreement.  Furthermore, Lenders hereby confirm that the Foreign Subsidiary Reorganization shall be deemed not to be an “Asset Sale” for purposes of subsection 7.7 of 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 7.7 of the Credit Agreement in any other instance or (ii) any other term, provision or condition of the Credit Agreement 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 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.  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

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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.

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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
		Title:  Chief Financial Officer and Vice President

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

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

	By:	/s/ Xxxxxx Xxxxx
		Title: Sr. Vice President

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

	By:	/s/ Xxxxxxx Xxxxxxxxxxxx
		Title: Assistant Vice President, Investment Advisor to AIB Debt Management, Limited

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

	By:	/s/ Xxxxxxx Xxxxxxxxxxxx
		Title: Assistant Vice President

	Australia and New Zealand Banking Group Limited, as a Lender
	By:	/s/ Xxxxxx Xxxxxx
		Title: Director

	Bank of America, N.A., as Lender
	By:	/s/ signature indecipherable
		Title: Vice President

	Barclays Bank PLC, as Lender
	By:	/s/ signature indecipherable
		Title: Director

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	Bayerische Landesbank, New York Branch, as a Lender
	By:	/s/ Nikolai von Mongden
		Title: Senior Vice President

	By:	/s/ Xxxxxxx Xxxxx
		Title: Vice President

	Magnetite v CLO, Limited
	Longhorn CDO III Ltd.
	BlackRock Senior Income Series V Limited
	BlackRock Senior Income Series
	BlackRock Senior Income Series II
	BlackRock Senior Income Series IV, as Lenders
	By:	/s/ XxxXxxxx Xxxxx
		Title: Authorized Signatory

	Blue Shield of California
	Franklin CLO V, Limited
	Franklin Floating Rate Daily Access Fund
	Franklin Xxxxxxxxx Series II Fund Floating Rate II Fund
	Franklin Xxxxxxxxx Limited Duration Income Trust
	Franklin Floating Rate Master Series, as Lenders
	By:	/s/ Xxxxx Xxxx
		Title: Vice President

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

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

	By:	/s/ Xxxxxx Xxxx
		Title: Vice President

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

	Citibank, NA, as Lender
	By:	/s/ Xxxxx Xxxxx
		Title: Vice President

	Commerzbank AG, as Lender
	By:	/s/ Xxxxxx Xxxxxxxx, Xx.
		Title: Senior Vice President

	By:	/s/ Xxxxxx Cruces
		Title: Vice President

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

	Fifth Third Bank, as Lender
	By:	/s/ signature indecipherable
		Title: Vice President

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	First Bank, as Lender
	By:	/s/ Xxxxx Xxxxxxx Xxxx
		Title: Vice President

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

	By:	/s/ Xxxx Xxxxxxxx
		Title: Vice President

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

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

	HSBC Bank USA, N.A., as Lender
	By:	/s/ Xxxxx Hants
		Title: SVP, Commercial Executive

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

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

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

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

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

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

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

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	LCM I Limited Partnership
	By Lyon Capital Management LLC, As Collateral Manager, as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Title: Portfolio Manager

	LCM II Limited Partnership
	By Lyon Capital Management LLC, As Collateral Manager, as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Title: Portfolio Manager

	LCM III Ltd.
	By Lyon Capital Management LLC, As Collateral Manager, as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Title: Portfolio Manager

	LCM IV Ltd.
	By Lyon Capital Management LLC, As Collateral Manager, as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Title: Portfolio Manager

	LCM V Ltd.
	By Lyon Capital Management LLC, As Collateral Manager, as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Title: Portfolio Manager

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	LCM VI Limited Partnership
	By Lyon Capital Management LLC, As Collateral Manager, as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Title: Portfolio Manager

	MB Financial Bank, N.A., as Lender
	By:	/s/ signature indecipherable
		Title: Vice President

	M&T Bank, as Lender
	By:	/s/ Xxx Xxx X'Xxxxxx
		Title: Vice President

	Mega International Commercial Bank Co., Ltd.
	New York Branch, as Lender
	By:	/s/ Xxxxxxxxx X.X. Xxxxx
		Title: VP & DGM

	Mizuho Corporate Bank, Ltd., as Lender
	By:	/s/ signature indecipherable
		Title: Authorized Signatory

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

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

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

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

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

	Sumitomo Mitsui Banking Corporation, as Lender
	By:	/s/ Xxxxxxx X. Xxxx
		Title: Executive Officer

	SunTrust Bank, as Lender
	By:	/s/ Xxxxx Xxxxxx
		Title: Vice President

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

	The Royal Bank of Scotland plc, as Lender
	By:	/s/ Xxxxxx Xxxxxx
		Title: Managing Director

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

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

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

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

	Union Bank, N.A.
	By:	/s/ Xxxxxxx Xxxx
		Title: Assistant Vice President

	U.S. Bank National Association, as Lender
	By:	/s/ C.S. - signature indecipherable
		Title: Vice President

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

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

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

	Cleveland Wrecking Company
	By:	/s/ Xxxx Xxxxxxxxx
		Title: Director

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

	EG&G Technical Services, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Director

	E.C. Driver & Associates, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Director

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

	Xxxx Xxxxxxx Services, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Director

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

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

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

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

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	URS Caribe, L.L.P.
	By:	/s/ Xxxxxxx X. Xxxxx
		Title: Representative of Partner

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

	URS Corporation
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

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

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

	URS Corporation - North Carolina
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Director

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

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

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

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

	XXX Xxxxxxx Xxxxxxxx-Xxxxx Consultants, Inc.
	By:	/s/ Xxxxxx X. Xxxxxx
		Title: Director

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

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

	URS International, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	URS Operating Services, Inc.
	By:	/s/ Xxxxxxx Xxxxx
		Title: Vice President

	URS Resources, LLC
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Chief Financial Officer, Member Representative, and Vice President

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

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

xviii

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

	Washington Group International, Inc.
	By:	/s/ Xxxxxxx X. Xxxx
		Title: Director

	Washington Group Latin America, Inc.
	By:	/s/ Xxxxxxx X. Xxxx
		Title: Director

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

	Washington Midwest LLC
	By:	/s/ Xxxxxxx X. Xxxx
		Title: Assistant Secretary

	WGI Middle East Inc.
	By:	/s/ Xxxxxxx X. Xxxx
		Title: Director

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

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

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

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

	D&M Consulting Engineers, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Director

	Dames & Xxxxx Group (NY), Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Director

xx

	Ebasco International Corporation
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	Energy Overseas International, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	Geotesting Services, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Director

	Xxxxxxx-Xxxxxxx Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	National Projects, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

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

xxi

	Raytheon-Ebasco Overseas, Ltd.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	The Leasing Corporation
	By:	/s/ Xxxxxxxx X. Xxxx
		Title: Director

	United Engineers Far East, Ltd.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	United Engineers International, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	United Mid-East, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	URS Architects/Engineers, Inc.
	By:	/s/ Xxxxxxx X. Xxxxx
		Title: Director

xxii

	URS Architecture - Oregon, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Chief Financial Officer and Vice President

	URS Corporation Architecture, P.C.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Chief Financial Officer and Vice President

	URS Corporation Design
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Chief Financial Officer and Vice President

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

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

	URS Corporation Southeast
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Title: Director

xxiii

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

	Washington Architects, LLC
	By:	/s/ Xxxxxxxx X. Xxxx
		Title: Assistant Secretary

	Washington-Catalytic, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	Washington Construction Corporation
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	Targhee International LLC
	By:	/s/ Xxxxxxxx X. Xxxx
		Title: Director

	Washington Global Services, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

xxiv

	Washington Group Transit Management Company
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	Washington Infrastructure Corporation
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	Washington Infrastructure Services, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	Washington Ohio Services LLC
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	Washington Quality Inspection Company
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	West Valley Nuclear Services Company LLC
	By:	/s/ Xxxxxxxx X. Xxxx
		Title: Senior Vice President of Legal and Assistant Secretary

xxv

	WGCI, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	WGI Asia, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	WGI Global Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	WGI Global Opportunities LLC
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

	WGI Industrial Services, Ltd.
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Title: Vice President and Treasurer

	WGI Overseas Operations LLC
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Vice President and Chief Financial Officer

xxvi

	Wisconsin Power Constructors, LLC
	By:	/s/ H. Xxxxxx Xxxxx
		Title: President and Chief Financial Officer

	LopezGarcia Group, Inc.
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Director

	URS Alaska, LLC
	By:	/s/ H. Xxxxxx Xxxxx
		Title: Director

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