Urs (URS) 10-Q 2003 Q0 Quarterly report

Exhibit 10.1

FIRST AMENDMENT TO THE CREDIT AGREEMENT

     ThisFIRST AMENDMENT TO CREDIT AGREEMENT(this “Amendment”) is dated as of January 30, 2003 and entered into by and amongURS CORPORATION, a Delaware corporation (“Company”),THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF(“Lenders”) andCREDIT 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, andBNP PARIBAS, HARRIS TRUST & SAVINGS BANKandTHE 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

1.1Amendments 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.”

1.2Amendments 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:

     “provided further, that, during the First Amendment Period, the Base Rate Margin and Eurodollar Rate Margin for Tranche A Term Loans and Revolving Loans shall be 0.25% per annum in excess of the applicable Base Rate Margin and Eurodollar Rate Margin set forth in the table above, respectively;provided still further, in the event the senior secured rating for the Credit Facilities shall, at any time that the Consolidated Leverage Ratio is greater than 3.70 to 1.00, be below BB- from S&P or below Ba3 from Moody’s, the Base Rate Margin and Eurodollar Rate Margin for Tranche A Term Loans and Revolving Loans shall be 0.25% per annum in excess of the Base Rate Margin and Eurodollar Rate Margin otherwise applicable pursuant to this subsection 2.2A(i) until the earlier to occur of (A) the Credit Facilities have achieved a senior secured rating of at least BB- from S&P and at least Ba3 from Moody’s, or (B) the Consolidated Leverage Ratio is less than or equal to 3.70 to 1.00 as reflected in a Compliance Certificate received by Administrative Agent.”

     “provided further, that, during the First Amendment Period, the Base Rate Margin and Eurodollar Rate Margin for Tranche B Term Loans shall be 0.25% per annum in excess of the applicable Base Rate Margin and Eurodollar Rate Margin set forth in the table above, respectively;provided still further, in the event the senior secured rating for the Credit Facilities shall, at any time that the Consolidated Leverage Ratio is greater than 3.70 to 1.00, be below BB- from S&P or below Ba3 from Moody’s, the Base Rate Margin and Eurodollar Rate Margin for Tranche B Term Loans shall be 0.25% per annum in excess of the Base Rate Margin and Eurodollar Rate Margin otherwise applicable pursuant to this subsection 2.2A(ii) until the earlier to occur of (A) the Credit Facilities have achieved a senior secured rating of at least BB- from S&P and at least Ba3 from Moody’s, or (B) the Consolidated Leverage Ratio is less than or equal to 3.70 to 1.00 as reflected in a Compliance Certificate received by Administrative Agent.”

     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:

     “(e) Prepayments and Reductions from Consolidated Excess Cash Flow. (1) In the event that there shall be Consolidated Excess Cash Flow for the two Fiscal Quarter Period ending April 30, 2003, Company shall, no later than June 25, 2003, prepay the Loans in an aggregate amount equal to 100% of such Consolidated Excess Flow; (2) in the event that there shall be Consolidated Excess Cash Flow for the two Fiscal Quarter period ending October 31, 2003, Company shall, no later than February 10, 2004, prepay the Loans in an aggregate amount equal to 100% of such Consolidated Excess Flow; and (3) in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year commencing with the Fiscal Year ending October 31, 2004, no later than 100 days after the end of each Fiscal Year, prepay the Loans in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, that commencing with the Fiscal Year ending October 31, 2004, such percentage shall be reduced to 50% for any Fiscal Year during which the Consolidated Leverage Ratio as of the last day of such Fiscal Year is less than 2.50:1.00.”

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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:

     “(i) Company Monthly Reports and Quarterly Financials: (a) during the First Amendment Period, as soon as available and in any event within 30 days after the end of each Fiscal Month, a consolidated balance sheet of Company and its Subsidiaries as of the end of such Fiscal Month and the related statements of income and cash flows of Company and its Subsidiaries (including a calculation of Consolidated EBITDA) for such Fiscal Month, all in reasonable detail, (b) as soon as available and in any event within 55 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (c) as soon as available and in any event within 90 days after the end of each Fiscal Quarter, a summary of such consolidated statements setting forth in comparative form the corresponding figures from the Financial Plan for the current Fiscal Year and a narrative report describing the operations of Company and its Subsidiaries in each case in the form prepared for presentation to the Governing Body of Company for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter;”

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:

Period	Maximum Consolidated Leverage Ratio
Closing Date through July 31, 2003		4.50:1.00
August 1, 2003 through October 31, 2003		4.25:1.00
November 1, 2003 through January 31, 2004		4.00:1.00
February 1, 2004 through July 31, 2004		3.75:1.00
August 1, 2004 through October 31, 2004		3.60:1.00
November 1, 2004 through April 30, 2005		3.50:1.00
May 1, 2005 through October 31, 2005		3.25:1.00
November 1, 2005 and thereafter		3.00:1.00	”

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

     7.8 Consolidated Capital Expenditures.

     Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year commencing with the Fiscal Year ending October 31, 2004 shall be increased by an amount equal to 100% of the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year:

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	Maximum Consolidated
Fiscal Year	Capital Expenditures Amount
2002	$	70,000,000
2003	$	30,000,000
2004 and each Fiscal Year thereafter	$	50,000,000

     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:

1.	Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the State of Delaware, each dated a recent date prior to the First Amendment Effective Date;
2.	A certificate, dated as of the First Amendment Effective Date, of its corporate secretary or an assistant secretary, certifying that there have been no changes in its Bylaws from the form of Bylaws previously delivered to Lenders;
3.	Resolutions of its Board of Directors approving and authorizing the execution, delivery, and performance of this Amendment, certified as of the First Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
4.	Signature and incumbency certificates of its officers executing this Amendment; and
5.	Executed copies of this Amendment.

     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

     A.      Reference to and Effect on the Credit Agreement and the Other Loan Documents.

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(i) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement.

(ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents.

     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.

[The remainder of page intentionally left blank.]

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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.

URS CORPORATION,a Delaware corporation
By:	/s/ Kent P. Ainsworth
Name: Title:	Kent P. Ainsworth Executive Vice President and Chief Financial Officer
AURUM CLO 2002-1 LTD.
By: Stein Roe & Farnham Incorporated, as Investment Manager
By:	/s/ Kathleen A. Zam
Name: Title:	Kathleen A. Zam Senior Vice President
STEIN ROE & FARNHAM CLO I LTD.
By: Stein Roe & Farnham Incorporated, as Portfolio Manager
By:	/s/ Kathleen A. Zam
Name: Title:	Kathleen A. Zam Senior Vice President
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
By: Stein Roe & Farnham Incorporated, as Advisor
By:	/s/ Kathleen A. Zam
Name: Title:	Kathleen A. Zam Senior Vice President
DENALI CAPITAL LLC,managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO III, LTD. or an affiliate
By:	/s/ John P. Thacker
Name: Title:	John P. Thacker Chief Credit Officer

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DENALI CAPITAL LLC,managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO II, LTD. or an affiliate
By:	/s/ John P. Thacker
Name: Title:	John P. Thacker Chief Credit Officer
DENALI CAPITAL LLC,managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO I, LTD. or an affiliate
By:	/s/ John P. Thacker
Name: Title:	John P. Thacker Chief Credit Officer
THE ROYAL BANK OF SCOTLAND PLC,Individually and as a Co-Documentation Agent
By:	/s/ Andrew S. Weinberg
Name: Title:	Andrew S. Weinberg Senior Vice President
WHITNEY PRIVATE DEBT FUND, L.P.
By:	/s/ Marc S. Diagonale
Name: Title:	Marc S. Diagonale Authorized Signatory
ORIX FINANCIAL SERVICES, INC.
By:	/s/
Title:	Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By:	/s/
Title:	Director

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MADISON AVENUE CDO IV LTD. By: Metropolitan Life Insurance Company, as Collateral Manager
By:	/s/
Title:	Director
VENTURE II CDO 2002, LIMITED By its investment advisor, Barclays Bank PLC, New York Branch
By:	/s/ Kenneth Ostmann
Name: Title:	Kenneth Ostmann Director
VENTURE CDO 2002, LIMITED By its investment advisor, Barclays Capital Asset Management, Limited
By its sub-advisor, Barclays Bank PLC, New York Branch
By:	/s/ Kenneth Ostmann
Name: Title:	Kenneth Ostmann Director
PROMETHEUS INVESTMENT FUNDING NO. 2, LTD
By:	/s/ Elizabeth Tallmadge
Name: Title:	Elizabeth Tallmadge Managing Director and Chief Investment Officer
By:	/s/ James T. Li
Name: Title:	James T. Li Associate Director
PROMETHEUS INVESTMENT FUNDING NO. 1, LTD
By:	/s/ Elizabeth Tallmadge
Name: Title:	Elizabeth Tallmadge Managing Director and Chief Investment Officer
By:	/s/ James T. Li
Name: Title:	James T. Li Associate Director

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MAPLEWOO (CAYMAN) LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager
By:	/s/ Glenn Duffy
Name: Title:	Glenn Duffy Managing Director
TRYON CLO LTD 2000-I By: David L. Babson & Company Inc. as Collateral Manager
By:	/s/ Glenn Duffy
Name: Title:	Glenn Duffy Managing Director
SUFFIELD CLO, LIMITED By: David L. Babson & Company Inc. as Collateral Manager
By:	/s/ Glenn Duffy
Name: Title:	Glenn Duffy Managing Director
ELC (CAYMAN), LTD. 2000-I By: David L. Babson & Company Inc. as Collateral Manager
By:	/s/ Glenn Duffy
Name: Title:	Glenn Duffy Managing Director
ELC (CAYMAN), LTD. CDO SERIES 1999-1 By: David L. Babson & Company Inc. as Collateral Manager
By:	/s/ Glenn Duffy
Name: Title:	Glenn Duffy Managing Director

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BILL & MELINDA GATES FOUNDATION By: David L. Babson & Company Inc. as Investment Advisor
By:	/s/ Glenn Duffy
Name: Title:	Glenn Duffy Managing Director
APEX (IDM) CDO I, LTD. By: David L. Babson & Company Inc. as Collateral Manager
By:	/s/ Glenn Duffy
Name: Title:	Glenn Duffy Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Adviser
By:	/s/ Glenn Duffy
Name: Title:	Glenn Duffy Managing Director
NATIONAL CITY BANK
By:	/s/
Title:	Vice President
HARBOURVIEW CLO V, LTD.
By:	/s/
Title:	Manager
PPM SPYGLASS FUNDING TRUST
By:	/s/ Diana L. Mushill
Name: Title:	Diana L. Mushill Authorized Agent
PPM SHADOW CREEK FUNDING LLC
By:	/s/ Diana L. Mushill
Name: Title:	Diana L. Mushill Assistant Vice President

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SRF 2000 LLC
By:	/s/ Diana L. Mushill
Name: Title:	Diana L. Mushill Assistant Vice President
OLYMPIC FUNDING TRUST, SERIES 1999-1
By:	/s/ Diana L. Mushill
Name: Title:	Diana L. Mushill Authorized Agent
MUIRFIELD TRADING LLC
By:	/s/ Diana L. Mushill
Name: Title:	Diana L. Mushill Assistant Vice President
STANWICH LOAN FUNDING LLC
By:	/s/ Diana L. Mushill
Name: Title:	Diana L. Mushill Assistant Vice President
PRINCIPAL LIFE INSURANCE COMPANY
By:	/s/ Jon C. Heiny
Name: Title:	Jon C. Heiny Counsel
By:	/s/ Douglas A. Drees
Name: Title:	Douglas A. Drees Counsel
ING CAPITAL LLC
By:	/s/
Title:	Managing Director
LONGHORN CDO (CAYMAN) LTD By: Merrill Lynch Investment Managers, L.P., as Investment Advisor
By:	/s/ Anthony Heyman
Name: Title:	Anthony Heyman Authorized Signatory
LONGHORN CDO II, LTD

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By: Merrill Lynch Investment Managers, L.P., As Investment Advisor
By:	/s/ Anthony Heyman
Name: Title:	Anthony Heyman Authorized Signatory
MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Investment Managers, L.P., As Investment Advisor
By:	/s/ Anthony Heyman
Name: Title:	Anthony Heyman Authorized Signatory
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By:	/s/ Anthony Heyman
Name: Title:	Anthony Heyman Authorized Signatory
MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO By: Merrill Lynch Investment Managers, L.P. as Investment Advisors
By:	/s/ Anthony Heyman
Name: Title:	Anthony Heyman Authorized Signatory
DRYDEN LEVERAGED LOAN CDO 2002-II By: Prudential Investment Management, Inc., as Collateral Manager
By:	/s/
Title:	Vice President
DRYDEN III-LEVERAGED LOAN CDO 2002 By: Prudential Investment Management, Inc., as Collateral Manager
By:	/s/
Title:	Vice President
DRYDEN HIGH YIELD CDO 2001-1

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By: Prudential Investment management, Inc., as Collateral Manager
By:	/s/
Title:	Vice President
BNP PARIBAS
By:	/s/ Duane P. Helkowski
Name: Title:	Duane P. Helkowski Director
By:	/s/ Stephanie Rogers
Name: Title:	Stephanie Rogers Vice President
FRANKLIN CLO IV, LIMITED
By:	/s/ Richard D’Addario
Name: Title:	Richard D’Addario Senior Vice President
FRANKLIN CLO III, LIMITED
By:	/s/ Richard D’Addario
Name: Title:	Richard D’Addario Senior Vice President
FRANKLIN CLO II, LIMITED
By:	/s/ Richard D’Addario
Name: Title:	Richard D’Addario Senior Vice President
FRANKLIN CLO I, LIMITED
By:	/s/ Richard D’Addario
Name: Title:	Richard D’Addario Senior Vice President
FRANKLIN FLOATING RATE DAILY ACCESS FUND
By:	/s/ Richard D’Addario
Name: Title:	Richard D’Addario Vice President

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FRANKLIN FLOATING RATE TRUST
By:	/s/ Richard D’Addario
Name: Title:	Richard D’Addario Vice President
BRYN MAWR CLO, LTD By: Deefield Capital Management LLC as its Collateral Manager
By:	/s/ Matt Stouffer
Name: Title:	Matt Stouffer Vice President
ROSEMONT CLO, LTD By: Deefield Capital Management LLC as its Collateral Manager
By:	/s/ Matt Stouffer
Name: Title:	Matt Stouffer Vice President
SEQUILS – CUMBERLAND I, LTD By: Deefield Capital Management LLC as its Collateral Manager
By:	/s/ Matt Stouffer
Name: Title:	Matt Stouffer Vice President
JP MORGAN CHASE BANK,as trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999
By:	/s/ Leslie Hundley
Name: Title:	Leslie Hundley Officer
ERSTE BANK
By:	/s/ Brandon A. Meyerson
Name: Title:	Brandon A. Meyerson Vice President, Erste Bank New York Branch
By:	/s/
Title:	First Vice President

16

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Janet K. Williams
Name: Title:	Janet K. Williams Duly Authorized Signatory
WELLS FARGO BANK, NATIONAL ASSOCIATION,Individually and as Syndication Agent
By:	/s/ Marsha Poenisch
Name: Title:	Marsha Poenisch Vice President
TORONTO DOMINION (NEW YORK), INC.
By:	/s/ Gwen Zirkle
Name: Title:	Gwen Zirkle Vice President
UNION BANK OF CALIFORNIA, N.A.
By:	/s/
Title:	Vice President
CREDIT SUISSE FIRST BOSTON, Individually and as Administrative Agent
By:	/s/ Bill O’Daly
Name: Title:	Bill O’Daly Director
By:	/s/ Cassandra Droogan
Name: Title:	Cassandra Droogan Associate
ANTARES CAPITAL CORPORATION
By:	/s/ David Mahon
Name: Title:	David Mahon Director
IKB CAPITAL CORPORATION
By:	/s/ David Snyder
Name: Title:	David Snyder President

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US BANK, NA
By:	/s/ Douglas A. Rich
Name: Title:	Douglas A. Rich Vice President
HARRIS TRUST & SAVINGS BANK
By:	/s/ Isabella Battista
Name Title:	Isabella Battista Vice President
MARINER CDO 2002, LTD
By:	/s/ David Mahon
Name: Title:	David Mahon Vice President
NOVA CDO 2001, LTD
By:	/s/ David Mahon
Name: Title:	David Mahon Vice President
BANK LEUMI USA
By:	/s/ Aliz Sadan
Name: Title:	Aliz Sadan Assistant Vice President
MERRILL LYNCH CAPITAL,a division of Merrill Lynch Business Financial Services, Inc.
By:	/s/ Julia F. Maslanka
Name: Title:	Julia f. Maslanka Vice President
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By:	/s/ Stephen K. Goetschius
Name: Title:	Stephen K. Goetschius Senior Vice President

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AIMCO CDO SERIES 2000-A,as a Lender
By:	/s/ Chris Goergen
Name: Title:	Chris Goergen Authorized Signatory
By:	/s/ Jerry D. Zinkula
Name: Title:	Jerry D. Zinkula Authorized Signatory
AIMCO CDO SERIES 2001-A,as a Lender
By:	/s/ Chris Goergen
Name: Title:	Chris Goergen Authorized Signatory
By:	/s/ Jerry D. Zinkula
Name: Title:	Jerry D. Zinkula Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY,as a Lender
By:	/s/ Chris Goergen
Name: Title:	Chris Goergen Authorized Signatory
By:	/s/ Jerry D. Zinkula
Name: Title:	Jerry D. Zinkula Authorized Signatory
GUARANTORS:
AMAN ENVIRONMENTAL CONSTRUCTION, INC., a California corporation
By:	/s/ Jeffrey M. Kissel
Name: Title:	Jeffrey M. Kissel Chief Financial Officer
BANSHEE CONSTRUCTION COMPANY, INC., a California corporation
By:	/s/ Michael T. Orear
Name: Title:	Michael T. Orear President

19

CLEVELAND WRECKING COMPANY, a California corporation
By:	/s/ James Sheridan
Name: Title:	James Sheridan President
O’BRIEN-KREITZBERG INC., a California corporation
By:	/s/ Jeffrey M. Kissel
Name: Title:	Jeffrey M. Kissel Chief Financial Officer and Secretary
RADIAN INTERNATIONAL LLC, a Delaware limited liability company
By:	/s/ David C. Nelson
Name: Title:	David C. Nelson Vice President and Treasurer
SIGNET TESTING LABORATORIES INC., a Delaware corporation
By:	/s/ Jeffrey M. Kissel
Name: Title:	Jeffrey M. Kissel President
URS CONSTRUCTION SERVICES, INC., a Florida corporation
By:	/s/ Kent P. Ainsworth
Name: Title:	Kent P. Ainsworth Executive Vice President and Chief Executive Officer
URS CORPORATION, a Nevada corporation
By:	/s/ David C. Nelson
Name: Title:	David C. Nelson Vice President and Treasurer
URS CORPORATION GREAT LAKES, a Michigan corporation
By:	/s/ Kent P. Ainsworth
Name: Title:	Kent P. Ainsworth Executive Vice President and Chief Financial Officer

20

URS CORPORATION GROUP CONSULTANTS, a New York corporation
By:	/s/ David C. Nelson
Name: Title:	David C. Nelson Vice President and Treasurer
URS CORPORATION — MARYLAND, a Maryland corporation
By:	/s/ David C. Nelson
Name: Title:	David C. Nelson Vice President and Treasurer
URS CORPORATION — OHIO, an Ohio corporation
By:	/s/ David C. Nelson
Name: Title:	David C. Nelson Vice President and Treasurer
URS CORPORATION SOUTHERN, a California corporation
By:	/s/ David C. Nelson
Name: Title:	David C. Nelson Vice President and Treasurer
URS GROUP, INC., a Delaware corporation
By:	/s/ David C. Nelson
Name: Title:	David C. Nelson Vice President and Assistant Treasurer
URS OPERATING SERVICES, INC., a Delaware corporation
By:	/s/ Peter J. Pedalino
Name: Title:	Peter J. Pedalino Vice President and Controller
URS HOLDINGS, INC., a Delaware corporation
By:	/s/ David C. Nelson
Name: Title:	David C. Nelson Vice President and Treasurer

21

URS INTERNATIONAL INC., a Delaware corporation
By:	/s/ David C. Nelson
Name: Title:	David C. Nelson Vice President and Treasurer
LEAR SIEGLER SERVICES, INC., a Delaware corporation
By:	/s/ Kent P. Ainsworth
Name: Title:	Kent P. Ainsworth Executive Vice President
EG&G TECHNICAL SERVICES, INC., a Delaware corporation
By:	/s/ Kent P. Ainsworth
Name: Title:	Kent P. Ainsworth Executive Vice President
EG&G DEFENSE MATERIALS, INC., a Utah corporation
By:	/s/ William Neeb
Name: Title:	William Neeb Vice President

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