URS CORP /NEW/ - FORM 10-Q - EX-4.1 - EXHIBIT 4.1

Attached files

file	filename
10-Q - FORM 10-Q - URS CORP /NEW/	form10-q.htm
EX-32 - EXHIBIT 32 - URS CORP /NEW/	ex32.htm
EX-10.8 - EXHIBIT 10.8 - URS CORP /NEW/	ex10-8.htm
EX-10.2 - EXHIBIT 10.2 - URS CORP /NEW/	ex10-2.htm
EX-10.3 - EXHIBIT 10.3 - URS CORP /NEW/	ex10-3.htm
EX-31.2 - EXHIBIT 31.2 - URS CORP /NEW/	ex31-2.htm
EX-10.4 - EXHIBIT 10.4 - URS CORP /NEW/	ex10-4.htm
EX-10.5 - EXHIBIT 10.5 - URS CORP /NEW/	ex10-5.htm
EX-10.6 - EXHIBIT 10.6 - URS CORP /NEW/	ex10-6.htm
EX-31.1 - EXHIBIT 31.1 - URS CORP /NEW/	ex31-1.htm
EX-10.1 - EXHIBIT 10.1 - URS CORP /NEW/	ex10-1.htm
EX-10.7 - EXHIBIT 10.7 - URS CORP /NEW/	ex10-7.htm

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 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, 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)

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

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.

iii

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
		Title: Chief Financial Officer and Vice President

	Lenders:
	Wells Fargo Bank, National Association, individually and as Agent

	By:	/s/ Robert O'Sullivan
		Title: Vice President / Relationship Manager

	Abu Dhabi International Bank, Inc., as Lender

	By:	/s/ David J. Young
		Title: Vice President

	By:	/s/ Pamela Sigda
		Title: Sr. Vice President

	Allied Irish Banks Debt Management Ltd., as Lender

	By:	/s/ Jean Pierre Knight
		Title: Vice President, Investment Advisor to AIB Debt Management, Limited

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

	Allied Irish Banks p.l.c., as Lender

	By:	/s/ Jean Pierre Knight
		Title: Vice President

	By:	/s/ Larissa Megerdichian
		Title: Assistant Vice President

	Australia and New Zealand Banking Group Limited, as a Lender

	By:	/s/ Robert Grillo
		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

	Bayerische Landesbank, New York Branch, as a Lender

	By:	/s/ Nikolai von Mongden
		Title: Senior Vice President

	By:	/s/ Michael Hintz
		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/ AnnMarie Smith
		Title: Authorized Signatory

	Blue Shield of California
	Franklin CLO V, Limited
	Franklin Floating Rate Daily Access Fund
	Franklin Templeton Series II Fund Floating Rate II Fund
	Franklin Templeton Limited Duration Income Trust
	Franklin Floating Rate Master Series, as Lenders

	By:	/s/ Tyler Chan
		Title: Vice President

	BMO Capital Markets Financing Inc., as Lender

	By:	/s/ Scott Morris
		Title: Vice President

	BNP Paribas, as Lender

	By:	/s/ Jamie Dillon
		Title: Managing Director

	By:	/s/ Joseph Mack
		Title: Vice President

	Capital One Leverage Finance Corporation, as Lender

	By:	/s/ Paul Dellova
		Title: SVP

	Citibank, NA, as Lender

	By:	/s/ Scott Kates
		Title: Vice President

	Commerzbank AG, as Lender

	By:	/s/ Edward Forsberg, Jr.
		Title: Senior Vice President

	By:	/s/ Matias Cruces
		Title: Vice President

	East West Bank, as Lender

	By:	/s/ Nancy A. Moore
		Title: Senior Vice President

	Fifth Third Bank, as Lender

	By:	/s/ signature indecipherable
		Title: Vice President

vii

	First Bank, as Lender

	By:	/s/ Nanci Brusati Dias
		Title: Vice President

	Fortis Capital Corp., as Lender

	By:	/s/ John W. Deehan
		Title: Director & Group Head

	By:	/s/ John Spillane
		Title: Vice President

	General Electric Capital Corporation, as Lender

	By:	/s/ James R. Persico
		Title: Duly Authorized Signatory

	Greyrock CDO, LTD.
	By Aladdin Capital Management LLC as Manager, as Lender

	By:	/s/ Christine M. Barto
		Title: Authorized Signatory

	HSBC Bank USA, N.A., as Lender

	By:	/s/ David Hants
		Title: SVP, Commercial Executive

	Landmark III CDO Limited
	By Aladdin Capital Management LLC as Manager, as Lender

	By:	/s/ Christine M. Barto
		Title: Authorized Signatory

viii

	Landmark III CDO Limited
	By Aladdin Capital Management LLC as Manager, as Lender

	By:	/s/ Christine M. Barto
		Title: Authorized Signatory

	Landmark V CDO Limited
	By Aladdin Capital Management LLC as Manager, as Lender

	By:	/s/ Christine M. Barto
		Title: Authorized Signatory

	Landmark VI CDO Limited
	By Aladdin Capital Management LLC as Manager, as Lender

	By:	/s/ Christine M. Barto
		Title: Authorized Signatory

	Landmark VII CDO Limited
	By Aladdin Capital Management LLC as Manager, as Lender

	By:	/s/ Christine M. Barto
		Title: Authorized Signatory

	Landmark VIII CDO Limited
	By Aladdin Capital Management LLC as Manager, as Lender

	By:	/s/ Christine M. Barto
		Title: Authorized Signatory

	Landmark IX CDO Limited
	By Aladdin Capital Management LLC as Manager, as Lender

	By:	/s/ Christine M. Barto
		Title: Authorized Signatory

	LCM I Limited Partnership
	By Lyon Capital Management LLC, As Collateral Manager, as Lender

	By:	/s/ Sophie A. Venon
		Title: Portfolio Manager

	LCM II Limited Partnership
	By Lyon Capital Management LLC, As Collateral Manager, as Lender

	By:	/s/ Sophie A. Venon
		Title: Portfolio Manager

	LCM III Ltd.
	By Lyon Capital Management LLC, As Collateral Manager, as Lender

	By:	/s/ Sophie A. Venon
		Title: Portfolio Manager

	LCM IV Ltd.
	By Lyon Capital Management LLC, As Collateral Manager, as Lender

	By:	/s/ Sophie A. Venon
		Title: Portfolio Manager

	LCM V Ltd.
	By Lyon Capital Management LLC, As Collateral Manager, as Lender

	By:	/s/ Sophie A. Venon
		Title: Portfolio Manager

	LCM VI Limited Partnership
	By Lyon Capital Management LLC, As Collateral Manager, as Lender

	By:	/s/ Sophie A. Venon
		Title: Portfolio Manager

	MB Financial Bank, N.A., as Lender

	By:	/s/ signature indecipherable
		Title: Vice President

	M&T Bank, as Lender

	By:	/s/ Sue Ann O'Malley
		Title: Vice President

	Mega International Commercial Bank Co., Ltd.
	New York Branch, as Lender

	By:	/s/ Priscilla H.T. Hsing
		Title: VP & DGM

	Mizuho Corporate Bank, Ltd., as Lender

	By:	/s/ signature indecipherable
		Title: Authorized Signatory

	Morgan Stanley Bank, N.A., as Lender

	By:	/s/ Ryan Vetsch
		Title: Authorized Signatory

	Morgan Stanley Senior Funding, Inc., as Lender

	By:	/s/ Ryan Vetsch
		Title: Authorized Signatory

	National City Bank, as Lender

	By:	/s/ Karen P. Dawies
		Title: Senior Vice President

	Raymond James Bank, FSB, as a Lender

	By:	/s/ Joseph A. Ciccolini
		Title: Vice President - Senior Corporate Banker

	Scotiabanc Inc., as Lender

	By:	/s/ J.F. Todd
		Title: Managing Director

	Sumitomo Mitsui Banking Corporation, as Lender

	By:	/s/ William M. Ginn
		Title: Executive Officer

	SunTrust Bank, as Lender

	By:	/s/ Shawn Wilson
		Title: Vice President

	The Bank of Nova Scotia, as Lender

	By:	/s/ Teresa Wu
		Title: Director

	The Royal Bank of Scotland plc, as Lender

	By:	/s/ Donald Sutton
		Title: Managing Director

xii

	UBS AG, Stamford Branch, as a Lender

	By:	/s/ Marie Haddad
		Title: Associate Director

	By:	/s/ Irja R. Otsa
		Title: Associate Director

	UBS Loan Finance, LLC, as a Lender

	By:	/s/ Marie Haddad
		Title: Associate Director

	By:	/s/ Irja R. Otsa
		Title: Associate Director

	Union Bank, N.A.

	By:	/s/ Charles Thor
		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/ Henrik Jensen
		Title: Director, Corporate & Institutional Banking Americas

xiii

	Guarantors:
	Aman Environmental Construction, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

	Washington Holdings, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

	Cleveland Wrecking Company

	By:	/s/ Rita Armstrong
		Title: Director

	EG&G Defense Materials, Inc.

	By:	/s/ William F. Neeb
		Title: Director

	EG&G Technical Services, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

	E.C. Driver & Associates, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

xiv

	Lear Siegler Logistics International, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

	Lear Siegler Services, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

	Washington California, Inc.

	By:	/s/ Randolph J. Hill
		Title: Director

	Rust Constuctors Puerto Rico, Inc.

	By:	/s/ Randolph J. Hill
		Title: Director

	Rust Constructors, Inc.

	By:	/s/ Randolph J. Hill
		Title: Director

	Signet Testing Laboratories, Inc.

	By:	/s/ Rita Armstrong
		Title: Director

	URS Caribe, L.L.P.

	By:	/s/ Francis J. Geran
		Title: Representative of Partner

	URS Construction Services, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

	URS Corporation

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	URS Corporation AES

	By:	/s/ William A. Stevenson
		Title: Director

	URS Corporation - New York

	By:	/s/ Francis J. Geran
		Title: Director

	URS Corporation - North Carolina

	By:	/s/ H. Thomas Hicks
		Title: Director

xvi

	URS Corporation- Ohio

	By:	/s/ H. Thomas Hicks
		Title: Director

	URS Corporation Great Lakes

	By:	/s/ H. Thomas Hicks
		Title: Director

	URS Corporation Southern

	By:	/s/ H. Thomas Hicks
		Title: Director

	URS District Services, P.C.

	By:	/s/ James R. Linthicum
		Title: Director

	URS Greiner Woodward-Clyde Consultants, Inc.

	By:	/s/ Thomas W. Bishop
		Title: Director

	URS Group, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

xvii

	URS Holdings, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

	URS International, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	URS Operating Services, Inc.

	By:	/s/ Charles Baker
		Title: Vice President

	URS Resources, LLC

	By:	/s/ H. Thomas Hicks
		Title: Chief Financial Officer, Member Representative, and Vice President

	Washington Demilitarization Company, LLC

	By:	/s/ Randoph J. Hill
		Title: Director

	Washington Government Environmental Services Company LLC

	By:	/s/ Randoph J. Hill
		Title: Vice President and Assistant Secretary

xviii

	Washington Group Holdings Limited

	By:	/s/ Randoph J. Hill
		Title: Director

	Washington Group International, Inc.

	By:	/s/ Randoph J. Hill
		Title: Director

	Washington Group Latin America, Inc.

	By:	/s/ Randoph J. Hill
		Title: Director

	Washington International, Inc

	By:	/s/ Randoph J. Hill
		Title: Director

	Washington Midwest LLC

	By:	/s/ Randoph J. Hill
		Title: Assistant Secretary

	WGI Middle East Inc.

	By:	/s/ Randoph J. Hill
		Title: Director

xix

	Badger Energy, Inc.

	By:	/s/ Randoph J. Hill
		Title: Director

	Badger Middle East, Inc.

	By:	/s/ Randoph J. Hill
		Title: Director

	Banshee Construction Company, Inc.

	By:	/s/ Rita Armstrong
		Title: Director

	Clay Street Properties

	By:	/s/ H. Thomas Hicks
		Title: Director

	D&M Consulting Engineers, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

	Dames & Moore Group (NY), Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

	Ebasco International Corporation

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	Energy Overseas International, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	Geotesting Services, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

	Harbert-Yeargin Inc.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	National Projects, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	Radian Engineering, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

xxi

	Raytheon-Ebasco Overseas, Ltd.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	The Leasing Corporation

	By:	/s/ Randolph J. Hill
		Title: Director

	United Engineers Far East, Ltd.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	United Engineers International, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	United Mid-East, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	URS Architects/Engineers, Inc.

	By:	/s/ Francis J. Geran
		Title: Director

xxii

	URS Architecture - Oregon, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Chief Financial Officer and Vice President

	URS Corporation Architecture, P.C.

	By:	/s/ H. Thomas Hicks
		Title: Chief Financial Officer and Vice President

	URS Corporation Design

	By:	/s/ H. Thomas Hicks
		Title: Chief Financial Officer and Vice President

	URS Corporation - Maryland

	By:	/s/ H. Thomas Hicks
		Title: Director

	URS Corporation Services

	By:	/s/ H. Thomas Hicks
		Title: Director

	URS Corporation Southeast

	By:	/s/ William A. Stevenson
		Title: Director

xxiii

	URS-Stevenson Architecture, P.C.

	By:	/s/ William A. Stevenson
		Title: Director

	Washington Architects, LLC

	By:	/s/ Randolph J. Hill
		Title: Assistant Secretary

	Washington-Catalytic, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	Washington Construction Corporation

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	Targhee International LLC

	By:	/s/ Randolph J. Hill
		Title: Director

	Washington Global Services, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

xxiv

	Washington Group Transit Management Company

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	Washington Infrastructure Corporation

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	Washington Infrastructure Services, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	Washington Ohio Services LLC

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	Washington Quality Inspection Company

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	West Valley Nuclear Services Company LLC

	By:	/s/ Randolph J. Hill
		Title: Senior Vice President of Legal and Assistant Secretary

xxv

	WGCI, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	WGI Asia, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	WGI Global Inc.

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	WGI Global Opportunities LLC

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

	WGI Industrial Services, Ltd.

	By:	/s/ Frank S. Finlayson
		Title: Vice President and Treasurer

	WGI Overseas Operations LLC

	By:	/s/ H. Thomas Hicks
		Title: Vice President and Chief Financial Officer

xxvi

	Wisconsin Power Constructors, LLC

	By:	/s/ H. Thomas Hicks
		Title: President and Chief Financial Officer

	LopezGarcia Group, Inc.

	By:	/s/ H. Thomas Hicks
		Title: Director

	URS Alaska, LLC

	By:	/s/ H. Thomas Hicks
		Title: Director

xxvii

URS CORP /NEW/ - FORM 10-Q - EX-4.1 - EXHIBIT 4.1 - November 12, 2009

Attached files