FIFTH SUPPLEMENTAL INDENTURE

 

FIFTH SUPPLEMENTAL INDENTURE

 

This Fifth Supplemental Indenture and Guarantee, dated as of September 24, 2012 (this "Supplemental Indenture" or "Guarantee"), among URS E&C Holdings, Inc. ("URS Holdings"), URS International, Inc. ("URS International"), URS Resources, LLC ("URS Resources") and URS Professional Solutions LLC ("URS Solutions" and together with URS Holdings, URS International and URS Resources, the "New Guarantors"), Flint Energy Services Ltd. (together with its successors and assigns, the "Issuer") and Computershare Trust Company of Canada, as trustee, transfer agent, paying agent and registrar under such Indenture (the "Trustee").

 

W I T N E S S E T H:

 

WHEREAS, the Issuer, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of June 8, 2011 (the "Original Indenture"), as amended and supplemented by the First Supplemental Indenture dated as of October 20, 2011 among Carson Energy Services Ltd., Supreme Oilfield Construction Ltd., the Issuer and the Trustee (the "First Supplemental Indenture"), as further amended and supplemented by the Second Supplemental Indenture dated as of May 14, 2012 between the Issuer and the Trustee (the "Second Supplemental Indenture"), as further amended and supplemented by the Third Supplemental Indenture dated as of May 14, 2012 among the Issuer, the Trustee and the guarantors listed on the signature pages thereto (the "Third Supplemental Indenture") and as further amended and supplemented by the Fourth Supplemental Indenture dated as of May 15, 2012 between the Issuer and the Trustee (the "Fourth Supplemental Indenture"; the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, is hereinafter called the "Indenture"), providing for the issuance of an unlimited aggregate principal amount of 7.50% Senior Notes due 2019 of the Issuer (the "Notes"); and

 

WHEREAS, pursuant to Section 9.1(d) of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder, to add additional Guarantors.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each New Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and rateable benefit of the Holders as follows:

 

ARTICLE I

 

 

SECTION 1.1 Defined Terms

 

As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals thereto are used herein as therein defined.  The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

 

ARTICLE II

 

 

SECTION 2.1 Agreement to be Bound

 

Each New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.  Each New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.  For greater certainty, the provisions of Section 10.5 of the Indenture shall be applicable to each New Guarantor.

 

SECTION 2.2 Guarantee

 

Each New Guarantor hereby fully, unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations of the Issuer pursuant to the Notes and the Indenture and in any event no later than within 15 days of the Issuer failing to make payment.

 

ARTICLE III

 

 

SECTION 3.1 Notices

 

All notices and other communications to the New Guarantors shall be given as provided in the Indenture to the New Guarantors, at their address as set forth below:

 

600 Montgomery Street

 

26th Floor

 

San Francisco, CA 94111

 

Fax: (415) 986-4167

 

Attention:  Treasurer

 

 

In each case with a copy to (which shall not constitute notice):

 

 

Flint Energy Services Ltd.

 

700, 300 – 5th Avenue S.W.

 

Calgary, Alberta  T2P 3C4

 

Fax:   ###-###-####

 

Attention:  Chief Financial Officer

 

 

- and -

 

 

URS Corporation

 

600 Montgomery Street

 

26th Floor

 

San Francisco, CA 94111

 

Fax: (415) 986-4167

 

Attention:  Treasurer

 

SECTION 3.2 Parties

 

Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

 

SECTION 3.3 Governing Law

 

This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein.

 

SECTION 3.4 Severability Clause

 

In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

 

SECTION 3.5 Ratification of Indenture; Supplemental Indenture; Part of Indenture; No Liability of Trustee

 

Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee does not make any representation or warranty as to the validity or sufficiency of this Supplemental Indenture or each New Guarantor’s Guarantee.

 

SECTION 3.6 Counterparts

 

The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

 

SECTION 3.7 Headings

 

The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 

[Signatures on following page]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written.

 

 

By:	/s/ W.J. (Bill) Lingard
	W.J. (Bill) Lingard
	Director, President and CEO

 

as a Guarantor

 

as a Guarantor

 

By:	/s/ Judy Rodgers
	Judy Rodgers
	Treasurer

as a Guarantor

 

By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Member Representative

as a Guarantor

 

By:	/s/ Judy Rodgers
	Judy Rodgers
	Treasurer

 

COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee

 

By:	/s/ Karen Biscope
	Karen Biscope
	Manager, Corporate Trust

 

By:	/s/ Laura Leong
	Laura Leong
	Corporate Trust Officer