Consent Regarding Creation of New International Holding Company dated as of September 29, 2009, entered into by and among URS Corporation, a syndicate of lenders party thereto, Wells Fargo Bank, N.A., as agent for lenders, and URS Corporations Guarantors

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;

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.