FINANCIAL INFORMATION

Exhibit 10.1

FIRST AMENDMENT TO THE CREDIT AGREEMENT

     This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of January 30, 2003 and entered into by and among URS CORPORATION, a Delaware corporation (“Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (“Lenders”) and CREDIT SUISSE FIRST BOSTON, as administrative agent for Lenders (“Administrative Agent”), and is made with reference to that certain Credit Agreement dated as of August 22, 2002 (as amended, modified, restated or otherwise supplemented to the date hereof, the “Credit Agreement”), by and among Company, Lenders, CREDIT SUISSE FIRST BOSTON, as a Co-Lead Arranger and Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Lead Arranger and syndication agent for Lenders, and BNP PARIBAS, HARRIS TRUST & SAVINGS BANK and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents for Lenders. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

     WHEREAS, Company and Lenders desire to amend the Credit Agreement as more particularly described below; and

     WHEREAS, 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:

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

     Section 1. AMENDMENTS TO THE CREDIT AGREEMENT

1.1 Amendments to Section 1: Definitions

     A.     Subsection 1.1 of the Credit Agreement is hereby amended by adding thereto the following definitions in proper alphabetical order:

     “‘Credit Facilities’ means the senior secured credit facilities extended by Lenders to Company pursuant to the Agreement.”

     “‘First Amendment Effective Date’ means January 30, 2003.”

     “‘First Amendment Period’ means the period commencing on the First Amendment Effective Date and ending upon the first to occur of (i) receipt by Administrative Agent of a Compliance Certificate for the Fiscal Year ending October 31, 2003 reflecting a Consolidated Leverage Ratio less than or equal to 3.90 to 1.00, (ii) receipt by Administrative Agent of a Compliance Certificate for the Fiscal Quarter ending January 31, 2004 reflecting a Consolidated Leverage Ratio less than or equal to 3.75 to 1.00, or (iii) receipt by Administrative Agent of a Compliance Certificate for the Fiscal Quarter ending April 30, 2004; provided that in the event the Compliance Certificate for the Fiscal Quarter ending January 31, 2004 reflects a Consolidated Leverage Ratio greater than 3.75 to 1.00, the First Amendment Period shall be deemed reinstated for the period commencing on January 31, 2004 and ending on receipt by Administrative Agent of a Compliance Certificate for the Fiscal Quarter ending April 30, 2004; provided further, that any action permitted to be taken, or condition permitted to exist, after the expiration of the First Amendment Period shall not, in the event of reinstatement of the First Amendment Period and the

restrictions imposed during the First Amendment Period pursuant to the preceding clause, constitute an Event of Default or a Potential Event of Default.”

     “‘Fiscal Month’ means a fiscal month of any Fiscal Year.”

1.2 Amendments to Section 2: Amounts and Terms of Commitments and Loans

     A.     Subsection 2.2A of the Credit Agreement is hereby amended by (i) deleting the proviso at the conclusion of subsection (i) thereof in its entirety and substituting the following therefor, and (ii) deleting the proviso at the conclusion of subsection (ii) thereof in its entirety and substituting the following therefor, respectively:

     B.     Subsection 2.4B(iii) of the Credit Agreement is hereby amended by deleting subsection (e) thereof in its entirety and substituting the following therefor:

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1.3 Amendments to Section 6: Company’s Affirmative Covenants

     A.     Subsection 6.1 of the Credit Agreement is hereby amended by deleting subsection (i) thereof in its entirety and substituting the following therefor:

1.4 Amendments to Section 7: Company’s Negative Covenants

     A.     Subsection 7.1 of the Credit Agreement is hereby amended by (i) deleting subsection (x) thereof in its entirety and substituting the following therefor, and (ii) deleting subsection (xiii) thereof in its entirety and substituting the following therefor, respectively:

     “(x) Foreign Subsidiaries may become and remain liable with respect to Indebtedness to Persons other than Company or any of its Subsidiaries in an aggregate principal amount (including the amount of any such Indebtedness listed on Schedule 7.1 of the Company Disclosure Letter) not to exceed (a) during the First Amendment Period, $25,000,000 at any time outstanding, and (b) from and after the expiration of the First Amendment Period, $40,000,000 at any time outstanding; provided that such amount shall be increased by 5% as of the last day of each Fiscal Year, commencing with the Fiscal Year ending on or after the expiration of the First Amendment Period;”

     “(xiii) Company and its Domestic Subsidiaries (other than Inactive Subsidiaries) may become and remain liable with respect to other Indebtedness to Persons other than Company or any of its Subsidiaries in an aggregate principal amount not to exceed (a) during the First Amendment Period, $5,000,000 at any time outstanding, and (b) from and after the expiration of the First Amendment Period, $25,000,000 at any time outstanding; provided that such amount shall be increased by 10% as of the last day of each Fiscal Year, commencing with the Fiscal Year ending on or after the expiration of the First Amendment Period.”

     B.     Subsection 7.3 of the Credit Agreement is hereby amended by inserting the following paragraph at the conclusion thereof:

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     “Notwithstanding anything to the contrary in this subsection 7.3, during the First Amendment Period, Investments comprised of Cash or Cash Equivalents (excluding Investments in respect of Joint Venture expenditures relating to EG&G working capital) otherwise permitted pursuant to subsections (ix) through (xiii) above shall not exceed an aggregate amount of $5,000,000.”

     C.     Subsection 7.5A of the Credit Agreement is hereby amended by deleting subsections (x) through (xi) thereof in their entirety and substituting the following therefor:

     “(x) Company may purchase shares of Capital Stock of Company and any warrants or other rights with respect to the Capital Stock of Company from (a) its employees, by net exercise or otherwise, pursuant to the terms of any employee stock option, restricted stock or incentive stock plan, and (b) its officers and directors, in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; and (xi) from and after the expiration of the First Amendment Period, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company may repurchase common stock of Company in an aggregate amount not to exceed $25,000,000, provided that after giving effect to any such repurchase, (a) Company and its Subsidiaries have sufficient Cash available, consistent with past practices, for their ordinary business operations and (b) there are no Swing Line Loans or Revolving Loans outstanding.”

     D.     Subsection 7.6 of the Credit Agreement is hereby amended by deleting subsection (B) therefrom in its entirety and substituting the following therefor:

     “B. Maximum Consolidated Leverage Ratio. Company shall not permit the Consolidated Leverage Ratio as of the last day of any Fiscal Quarter ending during any of the periods set forth below to exceed the correlative ratio indicated:

     E.     Section 7 of the Credit Agreement is hereby amended by deleting subsection 7.8 therefrom in its entirety and substituting the following therefor:

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     Section 2. CONDITIONS TO EFFECTIVENESS

     Section 1 of this Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”):

     A.     On or before the First Amendment Effective Date, Company shall deliver to Lenders (or to Administrative Agent for Lenders) the following, each, unless otherwise noted, dated the First Amendment Effective Date:

     B.     On or before the First Amendment Effective Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

     C. Company shall pay to each Lender executing this Amendment by 5:00 p.m., New York time, on February 6, 2003 an amendment fee equal to 0.25% of the sum of such Lender’s Tranche A Term Loan Exposure plus such Lender’s Tranche B Term Loan Exposure plus such Lender’s Revolving Loan Exposure.

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     Section 3. 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 as of the First Amendment Effective Date:

     A.     Corporate Power and Authority. Company has all requisite corporate 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 corporate 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 Certificate or Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government 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.

     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 registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body.

     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 are and will be true, correct and complete in all material respects on and as of the First Amendment Effective Date 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.

     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.

     Section 4. MISCELLANEOUS

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     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 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.

     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 (other than the provisions of Section 1 hereof, the effectiveness of which is governed by Section 2 hereof) shall become effective upon the execution of a counterpart hereof by Company, Requisite Lenders and each of the Subsidiary Guarantors and receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

     Section 5. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS

     Each guarantor listed on the signature pages hereof (“Subsidiary Guarantors”) hereby acknowledges that it has read this Amendment and consents to the terms thereof, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of each Subsidiary Guarantor under its applicable Subsidiary Guaranty shall not be impaired or affected and the applicable Subsidiary Guaranty is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each Subsidiary Guarantor further agrees that nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendment to the Credit Agreement.

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     IN WITNESS WHEREOF, the Company, Lenders, and Guarantors have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

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