FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1995
--------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-7567
------
URS CORPORATION
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-1381538
----------------------------- --------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
100 California Street, Suite 500
San Francisco, California 94111-4529
--------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 415-774-2700
------------
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding at May 26, 1995
----------------------------- ---------------------------
Common stock, $.01 par value 7,091,033
Exhibit Index on Page 10
Page 1 of 111
URS CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION:
In the opinion of management, the information furnished
reflects all adjustments, consisting only of normal recurring
adjustments, which are necessary for a fair statement of the
interim financial information. Net earnings per share
computations are based upon the weighted average number of common
shares outstanding during the period plus shares issuable under
warrants and stock options that have a dilutive effect.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted.
These condensed financial statements should be read in
conjunction with the financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1994. The results of operations
for the three and six month periods ended April 30, 1995 are not
necessarily indicative of the operating results for the full
year.
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets
April 30, 1995 and October 31, 1994 . . . . . . . 2
Consolidated Statements of Operations
Three and six months ended April 30,
1995 and 1994 . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Cash Flows
Six months ended April 30, 1995 and 1994 . . . . . 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . 5
PART II. OTHER INFORMATION:
Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . . . . . 7
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 7
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Page 2 of 111
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
April 30, October 31,
1995 1994
---- ----
ASSETS (unaudited)
Current assets:
Cash $ 4,183 $ 9,457
Accounts receivable, less allowance for
doubtful accounts of $482 and $495 32,283 30,132
Costs and accrued earnings in excess of
billings on contracts in process, less
allowances for losses of $853 and $646 12,344 13,747
Prepaid expenses and other 1,746 929
Total current assets ------ ------
50,556 54,265
Property and equipment at cost, net 5,903 5,469
Goodwill, net 8,091 4,787
Other assets 782 693
------ ------
$65,332 $65,214
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,194 $ 9,440
Accrued salaries and wages 4,870 5,700
Accrued expenses 7,448 5,451
Total current liabilities ------ ------
18,512 20,591
Long-term debt, including related parties 9,746 9,270
Deferred compensation and other 1,017 1,380
------ ------
Total liabilities 29,275 31,241
------ ------
Shareholders' equity:
Common shares, par value $.01; authorized
20,000 shares; issued 7,097 and 7,019
shares 78 71
Treasury stock (233) (59)
Additional paid-in capital 31,173 30,261
Retained earnings since February 21, 1990,
date of quasi-reorganization 5,039 3,700
------ ------
Total shareholders' equity 36,057 33,973
------ ------
$65,332 $65,214
====== ======
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URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three months ended Six months ended
April 30, April 30,
1995 1994 1995 1994
---- ---- ---- ----
(unaudited) (unaudited)
Revenues $44,810 $40,520 $85,117 $77,276
------ ------ ------ ------
Expenses:
Direct operating 27,122 24,751 51,551 47,579
Indirect, general
and administrative 16,063 14,285 30,585 27,163
Interest expense, net 347 328 670 657
------ ------ ------ ------
43,532 39,364 82,806 75,399
------ ------ ------ ------
Income before taxes 1,278 1,156 2,311 1,877
Income tax expense 227 140 460 210
------ ------ ------ ------
Net income $ 1,051 $ 1,016 $ 1,851 $ 1,667
====== ====== ====== ======
Net income per share:
Primary $ .15 $ .14 $ .26 $ .24
====== ====== ====== ======
Fully diluted $ .15 $ .14 $ .26 $ .23
====== ====== ====== ======
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URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) Six Months Ended
April 30,
1995 1994
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,851 $ 1,667
------ ------
Adjustment to reconcile net income to net
cash provided (used) by operating activities:
Depreciation and amortization 1,388 1,151
Changes in current assets and liabilities:
(Increase) decrease in accounts receivable
and costs and accrued earnings in excess of
billings on contracts in process 328 (2,496)
Increase in prepaid expenses (779) (93)
Decrease in accounts payable, accrued
salaries and wages and accrued expenses (3,560) (2,616)
Decrease in deferred income taxes (296) -
Other, net (163) 25
------ ------
Total adjustments (3,082) (4,029)
------ ------
Net cash used by operating activities (1,231) (2,362)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for business acquisition (3,596) -
Capital expenditures (680) (700)
Other 43 -
------ ------
Net cash used by investing activities (4,233) (700)
CASH FLOWS FROM FINANCING ACTIVITIES: ------ ------
Repurchase of common shares (174) -
Proceeds from sale of common shares 99 75
Proceeds from exercise of stock options 265 -
Other - 1,000
------ ------
Net cash provided (used) by financing activities 190 1,075
------ ------
Net decrease in cash (5,274) (1,987)
Cash at beginning of period 9,457 6,628
------ ------
Cash at end of period $ 4,183 $ 4,641
SUPPLEMENTAL INFORMATION: ====== ======
Interest paid $ 637 $ 629
Taxes paid 761 84
Supplemental schedule of noncash investing and ------ ------
financing activities: $ 1,398 $ 713
The Company purchased all of the capital stock ====== ======
of a complementary business for $3,596,000. In
conjunction with the acquisition, liabilities
were assumed as follows:
Fair value of assets acquired $ 4,952 $ -
Cash paid for the capital stock (3,596) -
------ ------
Liabilities assumed $ 1,356 $ -
====== ======
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Page 5 of 111
URS CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company reports the results of its operations on a
fiscal year which ends on October 31. This Management Discussion
and Analysis (MD&A) should be read in conjunction with the MD&A
and the footnotes to the Consolidated Financial Statements
included in the Annual Report on Form 10-K for the fiscal year
ended October 31, 1994 which was previously filed with the
Securities and Exchange Commission.
RESULTS OF OPERATIONS
Second quarter ended April 30, 1995 vs. April 30, 1994.
------------------------------------------------------
The Company's revenues were $44,810,000 for the second
quarter ended April 30, 1995, an increase of $4,290,000 or 11%
over the amount reported for the same period last year. The
growth in revenue is generally attributable to an increase in
demand for the Company's services, on both infrastructure and
environmental projects. The revenues generated from the
Company's three largest indefinite delivery contracts, the Navy
CLEAN, EPA ARCS 9 & 10, and EPA ARCS 6,7 & 8 contracts, were
$9,503,000 for the quarter ended April 30, 1995, compared to
$9,874,000 for the same period last year.
Direct operating expenses for the quarter ended April 30,
1995, which consist of direct labor and other direct expenses,
including subcontractor costs, increased $2,371,000, a 10%
increase over the amount reported for the same period last year.
This increase is due to increases in subcontractor costs and
direct labor costs.
Indirect, general and administrative expenses for the
quarter ended April 30, 1995 increased $1,778,000, or 12% over
the amount reported for the same period last year as a result of
an increase in business activity.
The Company earned $1,278,000 before income taxes for the
second quarter ended April 30, 1995 compared to $1,156,000 for
the same period last year. For Federal income tax purposes, the
Company has available net operating loss carryforwards which
partially off-set otherwise taxable income. For state income tax
purposes, net operating loss carryforwards are not necessarily
available to off-set income subject to tax. Accordingly, the
Company's effective income tax rate for the quarter ended April
30, 1995 was approximately 18%.
The Company reported net income of $1,051,000, or $.15 per
share for the second quarter ended April 30, 1995, compared with
$1,016,000, or $.14 per share for the same period last year.
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Page 6 of 111
Six months ended April 30, 1995 vs. April 30, 1994.
--------------------------------------------------
The Company's revenues were $85,117,000 for the six months
ended April 30, 1995, an increase of $7,841,000, or 10% over the
amount reported for the same period last year. The growth in
revenues is attributable to all areas of the Company's business
including infrastructure projects involving transportation
systems, institutional and commercial facilities and environ-
mental projects. The revenues generated from the Company's three
largest indefinite delivery contracts (Navy CLEAN, EPA ARCS 9 &
10 and EPA ARCS 6, 7 & 8) were $20,293,000 for the six months
ended April 30, 1995, compared to $17,929,000 for the same period
last year.
Direct operating expenses for the six months ended April 30,
1995, which consist of direct labor and other direct expenses
including subcontractor costs, increased $3,972,000, or 8% over
the amount reported in the same period last year. This increase
is attributable to the overall increase in the Company's business
as compared to the same period last year. Indirect, general and
administrative expenses were $30,585,000 for the six months ended
April 30, 1995, an increase of $3,422,000, or 13% over the amount
reported for the same period last year. The increase in
indirect, general and administrative expenses is due to an
increase in business activity.
The Company earned $2,311,000 before income taxes for the
six months ended April 30, 1995 compared to $1,877,000 for the
same period last year. For Federal income tax purposes, the
Company has available net operating loss carryforwards to off-
set income. For state income tax purposes, such amounts are not
necessarily available to off-set income subject to tax.
Accordingly, the Company's effective income tax rate for the six
months ended April 30, 1995 is approximately 20%.
The Company reported net income of $1,851,000, or $.26 per
share, for the six months ended April 30, 1995, compared with
$1,667,000, or $.23 per share for the same period last year.
The Company's backlog at April 30, 1995 was $175,936,000, as
compared to $159,100,000 at October 31, 1994.
LIQUIDITY AND CAPITAL RESOURCES
At April 30, 1995, the Company had working capital of
$32,044,000, a decrease of $1,630,000 from October 31, 1994. On
January 4, 1995, the Company acquired E.C. Driver & Associates in
Florida for a cash price of $3,596,000. The Company also had
$9,800,000 in available borrowing capacity under its bank line of
credit as of April 30, 1995. However, on May 12, 1995, the
Company entered into a new revolving unsecured credit line with
its bank which gives the Company $15,000,000 of borrowing
capacity. It did not borrow on the existing line in the six
months ended April 30, 1995.
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The Company believes that its existing financial resources,
together with its planned cash flow from operations and its
unused bank line of credit, will provide sufficient capital to
fund its operations and its capital needs for fiscal 1995.
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's regularly scheduled annual
stockholders meeting, held on March 21, 1995, the stockholders
approved the (i) retention of Coopers & Lybrand as the Company's
independent auditors for the 1995 fiscal year, with stockholders
holding 6,552,332 shares voting in favor, stockholders holding
0 shares voting against, and stockholders holding 25,230 shares
abstaining from voting, and (ii) election of each of the
following nominees as directors of the Company by the following
vote:
For Withheld
--- --------
Richard C. Blum 6,554,836 22,726
Emmet J. Cashin Jr. 6,554,354 23,208
Martin M. Koffel 6,556,694 20,868
Richard B. Madden 6,555,860 21,702
Richard Q. Praeger 6,556,126 21,436
Irwin L. Rosenstein 6,557,260 20,302
Armen Der Marderosian 6,556,960 20,602
Adm. S. Robert Foley, Jr., USN (Ret.) 6,557,255 20,307
William D. Walsh 6,555,360 22,202
No stockholders abstained from voting in this election of
directors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 URS Entities Third Restated Credit Agreement
dated May 12, 1995 between Wells Fargo Bank, N.A.,
URS Corporation and URS Consultants, Inc. FILED
HEREWITH.
27 Financial Data Schedule. FILED HEREWITH
(b) No reports on Form 8-K were filed during the
quarter ended April 30, 1995.
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Page 8 of 111
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Dated June 14, 1995
URS CORPORATION
/s/ Kent Ainsworth
------------------------
Kent P. Ainsworth
Vice President and
Chief Financial Officer
(Principal Accounting Officer)
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Page 9 of 111
EXHIBIT INDEX
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Exhibit
No. Description Page
------- ----------- ----
10.1 URS Entities Third Restated Credit
Agreement dated May 12, 1995 between
Wells Fargo Bank, N.A., URS
Corporation and URS Consultants, Inc.
FILED HEREWITH. 11
27 Financial Data Schedule 111
Page 10 of 111
EXHIBIT 10.1
============
URS CORPORATION
URS CONSULTANTS, INC.
_______________________________
URS ENTITIES
THIRD RESTATED CREDIT AGREEMENT
Dated May 12, 1995
_______________________________
WELLS FARGO BANK, NATIONAL ASSOCIATION
Page 11 of 111
CREDIT AGREEMENT
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TABLE OF CONTENTS
-----------------
ARTICLES PAGE
-------- ----
ARTICLE I. DEFINITIONS . . . . . . . . . . . . . . 2
ARTICLE II. LOANS . . . . . . . . . . . . . . . . . 11
2.1 Loan . . . . . . . . . . . . . . . . . 11
2.2 Interest on Loans . . . . . . . . . . . 12
2.3 Payment of Loans . . . . . . . . . . . 12
2.4 Procedure for Loans . . . . . . . . . . 12
2.5 Extensions and Conversions . . . . . . 12
2.6 Optional Prepayments . . . . . . . . . 13
2.7 Mandatory Prepayments . . . . . . . . . 13
2.8 Payments . . . . . . . . . . . . . . . 13
2.9 Interest on Overdue Payments . . . . . 14
2.10 Commitment Fee . . . . . . . . . . . . 14
2.11 Adjustment of the Commitment . . . . . 14
2.12 Letters of Credit . . . . . . . . . . . 14
2.13 Indemnification . . . . . . . . . . . . 15
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF URS
ENTITIES . . . . . . . . . . . . . . . 16
3.1 Due Organization . . . . . . . . . . . 16
3.2 Organization, Standing and
Qualification of Domestic
Subsidiaries . . . . . . . . . . . . . 16
3.3 Organization and Qualification of
Partnerships . . . . . . . . . . . . . 17
3.4 Requisite Power . . . . . . . . . . . . 17
3.5 Binding Agreement . . . . . . . . . . . 17
3.6 Loan Documents . . . . . . . . . . . . 18
3.7 Other Agreements . . . . . . . . . . . 18
3.8 Litigation . . . . . . . . . . . . . . 18
3.9 Consents . . . . . . . . . . . . . . . 18
3.10 Financials . . . . . . . . . . . . . . 18
3.11 Use of Proceeds . . . . . . . . . . . . 19
3.12 Regulation U . . . . . . . . . . . . . 19
3.13 ERISA . . . . . . . . . . . . . . . . . 19
3.14 Tax Returns . . . . . . . . . . . . . . 19
3.15 Licenses, Trademarks, etc . . . . . . . 20
3.16 Burdensome Agreements, etc . . . . . . 20
3.17 Title and Lien . . . . . . . . . . . . 20
3.18 Other Information . . . . . . . . . . . 20
3.19 Partnerships and Joint Ventures . . . . 20
3.20 Existing Defaults . . . . . . . . . . . 21
3.21 Other Contracts . . . . . . . . . . . . 21
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3.22 Leases . . . . . . . . . . . . . . . . 21
3.23 Environmental Matters . . . . . . . . . 21
3.24 Fire and Explosion . . . . . . . . . . 22
3.25 Investment Company Act . . . . . . . . 22
3.26 Public Utility Holding Company Act . . 22
3.27 No Default . . . . . . . . . . . . . . 22
ARTICLE IV. CONDITIONS PRECEDENT . . . . . . . . . 22
4.1 Initial Extension of Credit . . . . . . 22
4.2 Conditions of Each Extension of
Credit . . . . . . . . . . . . . . . . 24
ARTICLE V. ADDITIONAL RATE PROVISIONS . . . . . . 25
5.1 Inability to Determine Rate . . . . . . 25
5.2 Illegality: Termination of
Commitment . . . . . . . . . . . . . . 25
5.3 Charges: Legal Restrictions . . . . . 25
ARTICLE VI. AFFIRMATIVE COVENANTS . . . . . . . . . 26
6.1 Accounting Records . . . . . . . . . . 26
6.2 Proceeds . . . . . . . . . . . . . . . 26
6.3 Financial Statements and Notices . . . 26
6.4 Corporate Existence . . . . . . . . . . 30
6.5 Compliance with Law . . . . . . . . . . 30
6.6 Insurance . . . . . . . . . . . . . . . 30
6.7 Facilities . . . . . . . . . . . . . . 30
6.8 Taxes and Other Liabilities . . . . . . 31
6.9 Filings . . . . . . . . . . . . . . . . 31
6.10 Tax Returns . . . . . . . . . . . . . . 31
6.11 Change of Condition . . . . . . . . . . 31
6.12 Financial Tests . . . . . . . . . . . . 31
ARTICLE VII. NEGATIVE COVENANTS . . . . . . . . . . 32
7.1 Merger, Consolidation or Transfer of
Assets . . . . . . . . . . . . . . . . 32
7.2 Sale of Assets . . . . . . . . . . . . 33
7.3 Liens . . . . . . . . . . . . . . . . . 33
7.4 Guaranties . . . . . . . . . . . . . . 34
7.5 Debt . . . . . . . . . . . . . . . . . 34
7.6 Dividends; Stock Repurchases . . . . . 34
7.7 Investments . . . . . . . . . . . . . . 35
7.8 Prepayment . . . . . . . . . . . . . . 35
7.9 Transactions With Affiliates . . . . . 35
7.10 Misrepresentations . . . . . . . . . . 36
7.11 Regulation U . . . . . . . . . . . . . 36
7.12 Partnerships . . . . . . . . . . . . . 36
7.13 Subsidiary Ownership . . . . . . . . . 36
7.14 Acquisitions . . . . . . . . . . . . . 36
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Page 13 of 111
ARTICLE VIII. EVENTS OF DEFAULT . . . . . . . . . . . 36
8.1 Events of Default . . . . . . . . . . . 36
8.2 Remedies . . . . . . . . . . . . . . . 40
ARTICLE IX. MISCELLANEOUS . . . . . . . . . . . . . 40
9.1 Waiver of Jury Trial . . . . . . . . . 40
9.2 Waivers . . . . . . . . . . . . . . . . 40
9.3 Failure or Delay . . . . . . . . . . . 40
9.4 Setoff . . . . . . . . . . . . . . . . 40
9.5 Cumulative Rights . . . . . . . . . . . 41
9.6 Severability . . . . . . . . . . . . . 41
9.7 Successors and Assigns . . . . . . . . 41
9.8 Notices . . . . . . . . . . . . . . . . 42
9.9 Publicity . . . . . . . . . . . . . . . 42
9.10 Costs, Expenses and Attorneys' Fees . . 42
9.11 Securities Indemnification . . . . . . 43
9.12 Counterparts . . . . . . . . . . . . . 43
9.13 Governing Law . . . . . . . . . . . . . 43
9.14 Complete Agreement . . . . . . . . . . 43
EXHIBITS
A. FORM OF NOTE
B. NOTICE OF BORROWING
C. CONTINUING LETTER OF CREDIT AGREEMENT
D. APPLICATION FOR COMMERCIAL LETTER OF CREDIT
E. APPLICATION FOR STANDBY LETTER OF CREDIT
SCHEDULES
1. SUBSIDIARIES
2. PARTNERSHIPS
3. TRADEMARKS
4. CONTRACTS
5. LEASES
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Page 14 of 111
URS ENTITIES
THIRD RESTATED CREDIT AGREEMENT
THIS AGREEMENT is made this 12th day of May, 1995, among
URS CORPORATION, a Delaware corporation ("URS"), URS
CONSULTANTS, INC., a Delaware corporation ("URSC") (each
individually, a "URS Entity", and collectively, the "URS
Entities"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells
Fargo"), a national banking association organized and existing
under the laws of the United States.
RECITALS
--------
A. Each of the URS Entities, Thortec Environmental
Systems, Inc., a Delaware corporation, and Mitchell Management
Systems, Inc., a Delaware corporation (collectively, the "Prior
Borrowers"), and Wells Fargo are parties to that certain Credit
Agreement dated as of August 5, 1988 among Wells Fargo and the
Prior Borrowers (the "Original Credit Agreement"). The
Original Credit Agreement was amended and restated pursuant to
that certain Restated Credit Agreement dated as of February 21,
1990 (the "First Restated Credit Agreement"), that certain
Second Restated Credit Agreement dated as of October 16, 1992
(the "Second Restated Credit Agreement") and that First
Amendment to the Second Restated Credit Agreement dated as of
April 29, 1994 (the "First Amendment to the Second Restated
Credit Agreement") (the Original Credit Agreement, as amended
by the First Restated Credit Agreement, the Second Restated
Credit Agreement and the First Amendment to the Second Restated
Credit Agreement, is referred to herein as the "Prior Credit
Agreement").
B. The obligations of the Prior Borrowers under the
Prior Credit Agreement are secured by (among other things) all
of the "Collateral" of each of the Prior Borrowers pursuant to
the "Security Documents" (as such terms are defined in the
Second Restated Credit Agreement) entered into accordance with
the terms of the Prior Credit Agreement.
C. All obligations of the Prior Borrowers to Wells Fargo
have been guaranteed by each of the Prior Borrowers and each of
the domestic subsidiaries of the Prior Borrowers listed on
EXHIBIT R-C of the Second Restated Credit Agreement, which
guaranties are secured by all of the assets of such domestic
subsidiaries (the "Existing Guaranties").
D. Each Prior Borrower and each of the domestic
subsidiaries of the Prior Borrowers listed on EXHIBIT R-C of
the Second Restated Credit Agreement has executed in favor of
Wells Fargo certain Subordination Agreements, dated
February 21, 1990 (the "URS Entities Subordination
Agreements"), and Richard C. Blum & Associates, a California
limited partnership, formerly know as Richard C. Blum &
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Page 15 of 111
Associates, Inc., BK Capital Partners, a California limited
partnership, and BK Capital Partners II, a California limited
partnership, and BK Capital Partners III, California limited
partnership (collectively, the "Blum Entities"), have executed
in favor of Wells Fargo a Subordination Agreement, dated
October 19, 1992 (the "Blum Entities Subordination Agreement").
E. Subject to the terms and conditions hereinafter set
forth, the URS Entities and Wells Fargo desire to modify the
terms of the credit accommodations granted by Wells Fargo to
the Prior Borrowers in the Prior Credit Agreement and have,
accordingly, agreed to enter into this Agreement, which
Agreement shall, subject to Section 9.15 hereof, cancel and
supersede the Prior Credit Agreement in its entirety.
NOW, THEREFORE, in consideration of the mutual covenants
and promises of the parties contained herein, each URS Entity
and Wells Fargo hereby agree as follows:
ARTICLE I. DEFINITIONS
-----------
For purposes of the Agreement, the following capitalized
terms shall have the following meanings:
"Agreement" shall mean this Third Restated Credit
Agreement as originally executed and as the same may from time
to time be amended or supplemented.
"Application for Commercial Letter of Credit" shall mean
the Application for Commercial Letter of Credit delivered to
Wells Fargo before the issuance of each Commercial Letter of
Credit pursuant to Section 4.2(b) of this Agreement.
"Application for Standby Letter of Credit" shall mean the
Application and Agreement for Standby Letter of Credit
delivered to Wells Fargo before the issuance of each Standby
Letter of Credit pursuant to Section 4.2(c) of this Agreement.
"Available Commitment" shall mean, at any time and from
time to time, that amount resulting from subtracting from the
Commitment, as then in effect, (a) the aggregate unpaid
principal amount of all Loans; (b) the aggregate remaining
amount available for drawing under all outstanding Letters of
Credit; and (c) all unreimbursed amounts drawn under the
Letters of Credit which Wells Fargo has not agreed to consider
as Loans.
"Available Letter of Credit Commitment" shall mean, at any
time and from time to time, that amount obtained by subtracting
from the Letter of Credit Commitment, as then in effect,
(a) the unpaid amount of all drawings under Letters of Credit
which Wells Fargo has not chosen to treat as Loans; and (b) the
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Page 16 of 111
aggregate remaining amount available for drawing under all
outstanding Letters of Credit.
"Blum Entities" shall have the meaning set forth in the
recitals to this Agreement.
"Blum Entities Subordination Agreement" shall have the
meaning set forth in the recitals to this Agreement.
"Business Day" shall mean (i) for all purposes other than
as covered by clause (ii) below, any day except Saturday,
Sunday and any day specified as a holiday by federal or
California statute, and (ii) with respect to LIBOR Loans, any
day which is a Business Day described in clause (i) above and
which is also a day for trading among banks in the interbank
Eurodollar market.
"Capital Expenditures" shall mean, for any period, the
aggregate of all expenditures (including that portion of
Capitalized Lease Obligations which is capitalized on the
consolidated balance sheet of the URS Entities and their
subsidiaries) by the URS Entities and their subsidiaries during
that period, in conformity with GAAP.
"Capitalized Lease Obligations" shall mean any and all
lease obligations that, in accordance with GAAP, are required
to be capitalized on the books of a lessee.
"Closing Date" shall mean the date of the making of the
initial Loan or the issuance of the first Letter of Credit,
whichever occurs first.
"Collateral" shall have the meaning set forth in the
recitals to this Agreement.
"Commercial Letter of Credit" shall have the meaning set
forth in Section 2.12(a) of this Agreement.
"Commitment" shall mean Wells Fargo's commitment, in
accordance with the terms hereof, to make the Loans and to
issue Letters of Credit in the aggregate principal amount
outstanding at any one time of Fifteen Million Dollars
($15,000,000), subject to adjustment in accordance with
Section 2.11 hereof.
"Commitment Fee" shall have the meaning set forth in
Section 2.10 hereof.
"Contingent Obligations" shall mean, as applied to any
Person, any direct or indirect liability, contingent or
otherwise, of that Person with respect to any indebtedness,
lease, dividend, letter of credit or other obligation of
another, including, without limitation, any such obligation
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directly or indirectly guaranteed, endorsed (otherwise than for
collection or deposit in the ordinary course of business),
co-made or discounted or sold with recourse by that Person, or
in respect of which that Person is otherwise directly or
indirectly liable, including, without limitation, any such
obligation for which that Person is in effect liable through
any agreement (contingent or otherwise) to purchase, repurchase
or otherwise acquire such obligation or any security therefor,
or to provide funds for the payment or discharge of such
obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), or to maintain
the solvency or any balance sheet item, level of income or
other financial condition of the obligor of such obligation, or
to make payment for any products, materials or supplies or for
any transportation, services or lease regardless of the non-
delivery or non-furnishing thereof, in any such case if the
purpose or intent of such agreement is to provide assurance
that such obligation will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the
holders of such obligation will be protected (in whole or in
part) against loss in respect thereof. The amount of any
Contingent Obligation shall be equal to the amount of the
obligation so guaranteed or otherwise supported.
"Continuing Letter of Credit Agreement" shall mean the
Continuing Letter of Credit Agreement delivered to Wells Fargo
pursuant to Section 4.1(c) of this Agreement.
"Current Assets" shall mean, at any date, the aggregate
amount of all of the consolidated cash, marketable securities
and billed accounts receivable of the URS Entities and their
subsidiaries, that would, in accordance with GAAP, be
classified on a balance sheet as current assets.
"Current Liabilities" shall mean, at any date, the
aggregate amount of all of the consolidated liabilities of the
URS Entities and their subsidiaries, that would, in accordance
with GAAP, be classified on a balance sheet as current
liabilities, and in any case, shall include all outstanding
Loans and Letters of Credit.
"Debt" shall mean, at any date (a) all obligations of the
URS Entities or any of their subsidiaries for borrowed money,
(b) all obligations of the URS Entities or any of their
subsidiaries evidenced by bonds, debentures, notes or other
similar instruments, (c) all obligations of the URS Entities or
any of their subsidiaries to pay the deferred purchase price of
property or services, (d) all Capitalized Lease Obligations of
the URS Entities or any of their subsidiaries, (e) all
obligations or liabilities of others secured by a lien on any
asset of any URS Entity or any of their subsidiaries, whether
or not such obligation or liability is assumed, (f) all
Contingent Obligations of the URS Entities or any of their
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subsidiaries; and (g) any other obligations or liabilities
which are required by GAAP to be shown as debt on the balance
sheet of the URS Entities or any of their subsidiaries.
"Dollars and $" shall mean United States dollars or such
coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and
private debts in the United States.
"Domestic Subsidiaries" means each of the URS Entities'
domestic subsidiaries having over $100,000 in assets and listed
on Schedule 1 hereto; provided that URSC shall not be
considered a Domestic Subsidiary for the purposes of this
Agreement.
"EBITDA" shall mean, for any period, the Net Income of the
URS Entities and their subsidiaries on a consolidated basis,
before interest expense and provision for federal, state or
local taxes, and without giving effect to any extraordinary
gains or losses and gains or losses from sale of assets,
adjusted by (a) adding the amount of all amortization of
intangibles (including without limitation goodwill) and
depreciation and (b) subtracting the amount of all non-cash
gains.
"ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as the same may from time to time be amended or
supplemented, including any rules or regulations issued in
connection therewith.
"Event of Default" shall have the meaning set forth in
Article VIII hereof.
"Existing Guaranties" shall have the meaning set forth in
the recitals to this Agreement.
"Existing Letters of Credit" shall mean those certain
Standby Letters of Credit, dated November 18, 1987, and
November 16, 1987, issued by Wells Fargo for the account of the
URS Entities pursuant to the Prior Credit Agreement, in the
face amount of $100,000.00 and $66,124.16, respectively.
"Federal Reserve Board" shall mean the Board of Governors
of the Federal Reserve System or any governmental authority
succeeding to its functions.
"Fixed Charge Expense" shall mean for any period, for the
URS Entities and their subsidiaries on a consolidated basis,
the sum of (a) the total consolidated interest expense
(calculated without regard to any limitations on the payment
thereof) and (b) scheduled principal payments on any
outstanding Debt and tax payments made or accrued for such
period.
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"Funded Debt" shall mean the aggregate amount of all Debt
of the URS Entities and their subsidiaries which is payable
more than twelve (12) months from the date of creation thereof,
or which is renewable or extendable (whether or not theretofore
renewed or extended) pursuant to the terms thereof or of a
revolving credit or similar agreement, to a date more than
twelve (12) months from the date of creation of such
obligation, and, in any case, shall include all outstanding
Loans and Letters of Credit, and Capitalized Lease Obligations.
"GAAP" shall mean generally accepted accounting principles
set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the
accounting profession, which are applicable to the
circumstances as of the date of determination.
"Guaranties" shall mean the Existing Guaranties and all
additional guaranties executed by a Domestic Subsidiary in
favor of Wells Fargo pursuant to Section 6.13 hereof.
"Guarantors" shall collectively refer to each party which
is a guarantor under an Existing Guaranty or which is required
to provide a Guaranty pursuant to Section 6.13 hereof.
"Interest Period" shall mean, with respect to any LIBOR
Loan, a period from the borrowing date with respect to such
Loan (or the date of the expiration of the then current
Interest Period with respect to such Loan) to a date up to one
(1), two (2), three (3) or six (6) months thereafter; subject
to the following:
(a) if any Interest Period would otherwise end on a day
which is not a Business Day, that Interest Period
shall be extended to the next succeeding Business
Day; unless the result of such extension would be to
extend such Interest Period into another calendar
month, in which event such Interest Period shall end
on the immediately preceding Business Day;
(b) any Interest Period for a Loan that would otherwise
extend beyond the Termination Date shall end on the
Termination Date or, if the Termination Date shall
not be a Business Day, on the next preceding Business
Day;
(c) if the URS Entities shall fail to request an initial
Interest Period pursuant to Section 2.4 or 2.8
hereof, such URS Entity shall be deemed to have
selected an Interest Period of three (3) months, and
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if any URS Entity shall fail to elect a succeeding
Interest Period for a LIBOR Loan pursuant to
Section 2.5 hereof, the succeeding Interest Period
for such Loan, if extended, shall be identical to the
preceding Interest Period for such Loan.
"Investment", as applied to any Person, means any direct
or indirect purchase or other acquisition by that Person of
stock or other securities, or of a beneficial interest in stock
or other securities, of any other Person, or any direct or
indirect loan, advance (other than advances to employees for
moving and travel expenses, drawing accounts and similar
expenditures in the ordinary course of business) or capital
contribution by that Person to any other Person, including all
indebtedness and accounts receivable from that other Person
which are not current assets or did not arise from sales to
that other Person in the ordinary course of business. The
amount of any Investment shall be the original cost of such
Investment plus the cost of all additions thereto, without any
adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment.
"Letter of Credit" shall mean any of the Commercial
Letters of Credit or the Standby Letters of Credit opened for
any URS Entity pursuant to Section 2.13 hereof and the Existing
Letter of Credit.
"Letter of Credit Agreements" shall mean, collectively,
the Continuing Letter of Credit Agreement, the Applications for
Commercial Letter of Credit and the Applications for Standby
Letter of Credit.
"Letter of Credit Commitment" shall mean Wells Fargo's
commitment, in accordance with the terms hereof, to issue
Commercial Letters of Credit and Standby Letters of Credit
(including the Existing Letters of Credit) in the aggregate
principal amount outstanding and available at any one time not
to exceed One Million Dollars ($1,000,000.00), subject to
adjustment in accordance with Section 2.11 hereof.
"Liabilities" shall mean the aggregate amount of all
liabilities of the URS Entities and their subsidiaries that
would, in accordance with GAAP, be required to be set forth on
a balance sheet as liabilities.
"LIBOR" shall mean the rate (rounded upwards if necessary
to the nearest whole one-eighth of 1%) equal to the product of
Base LIBOR times Statutory Reserves. "Base LIBOR" shall mean
the rate per annum at which Wells Fargo is offered Dollar
deposits in the interbank Eurodollar market at about 11:00 a.m.
San Francisco time two (2) Business Days prior to the beginning
of the Interest Period for such Loan, for delivery on the first
day thereof for the number of months comprised therein and in
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an amount equal to the amount of the LIBOR Loan to be
outstanding during such Interest Period.
"LIBOR Loans" shall mean all Loans bearing interest at a
rate based upon LIBOR.
"Loan Commitment" shall mean Wells Fargo's commitment, in
accordance with the terms of this Agreement, to make Loans in
an aggregate principal amount outstanding at any one time of
Fifteen Million Dollars ($15,000,000.00), subject to adjustment
in accordance with Section 2.11 hereof.
"Loan Documents" shall mean the Note, the URS Entities
Subordination Agreements, the Blum Entities Subordination
Agreement and the Guaranties.
"Loans" shall have the meaning set forth in Section 2.1
hereof.
"Multiemployer Plan" means a "multiemployer plan" as
defined in Section 4001(a)(3) or ERISA which is maintained for
employees of any URS Entity or any ERISA affiliate of any URS
Entity.
"Net Income" shall mean, for any period, the net income of
the URS Entities and their subsidiaries on a consolidated
basis, all as determined in accordance with GAAP; provided,
however, that in determining Net Income of the URS Entities and
their subsidiaries, there shall not be included in net income
any of the following items: (a) any extraordinary items, (b) if
a corporation shall have become a subsidiary, any earnings of
such corporation prior to the date it shall have become a
subsidiary, (c) if any URS Entity or any subsidiary shall have
acquired the assets and business of any person or any
substantial part of the assets and business of any person, any
earnings properly attributable to such assets and business or
part thereof prior to the date of such acquisition, and (d) any
earnings of, and dividends payable to, any URS Entity or any
subsidiary in a currency which at the time may not be converted
into Dollars under the laws of the nation issuing such
currency.
"Note" shall mean the note required by Section 2.1 hereof.
"Notice of Borrowing" shall have the meaning set forth in
Section 2.4 hereof.
"Obligations" shall mean all obligations of every nature
of the URS Entities from time to time owed to Wells Fargo under
this Agreement or any of the Loan Documents.
"Officers' Certificate" shall mean each officers'
certificate required pursuant to Section 4.1(f) hereof.
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"PBGC" shall mean the Pension Benefit Guaranty
Corporation.
"Partnership" shall mean each partnership or joint venture
in which any URS Entity or any Domestic Subsidiary (or any
partnership or joint venture in which any URS Entity is a
partner or joint venturer, respectively) is a general partner
or joint venturer and which has estimated annual net revenues
of at least Five Million Dollars ($5,000,000.00).
"Permitted Liens" shall have the meaning set forth in
Section 7.3 hereof.
"Person" shall mean and include natural persons,
corporations, limited partnerships, general partnerships, joint
stock companies, joint ventures, associations, companies,
trusts, banks, trust companies, land trusts, business trusts or
other organizations, whether or not legal entities, and
governments and agencies and political subdivisions thereof.
"Plan" shall mean an employee pension or other benefit
plan of any URS Entity or any Domestic Subsidiary subject to
Title IV of ERISA or to which Section 412 of the Internal
Revenue Code of 1954, as amended, applies.
"Potential Event of Default" shall mean any condition that
with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.
"Prime Loans" shall mean all Loans bearing interest at a
rate based upon the Prime Rate.
"Prime Rate" shall be the rate most recently announced by
Wells Fargo at its principal office in San Francisco as its
"Prime Rate". Prime Rate is one of Wells Fargo's base rates
and serves as the basis upon which effective rates of interest
are calculated for those loans making reference thereto, and is
evidenced by the recording thereof after its announcement in
such internal publication or publications as Wells Fargo may
designate. Any change in the interest rate resulting from a
change in such Prime Rate shall become effective as of 12:01
a.m. of the Business Day on which each change in Prime Rate is
announced by Wells Fargo.
"Prior Borrowers" shall have the meaning set forth in the
recitals to this Agreement.
"Prior Credit Agreement" shall have the meaning set forth
in the recitals to this Agreement.
"Public Debt" shall mean those 8-5/8% senior subordinated
debentures due 2004 in the original principal amount of
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$6,454,750 and the 6-1/2% convertible subordinated debentures
due 2012 in the original principal amount of $2,145,000, issued
by URS.
"Restricted Person" shall mean any officer, member of the
Board of Directors or shareholder of any URS Entity or any
Domestic Subsidiary, or any relative or dependent of any of the
foregoing.
"SEC" shall mean the Securities and Exchange Commission.
"Security Documents" shall have the meaning set forth in
the recitals to this Agreement.
"Standby Letter of Credit" shall have the meaning set
forth in Section 2.12(a) of this Agreement.
"Statutory Reserves" shall mean a fraction (expressed as a
decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of
the maximum reserve percentages (including, without limitation,
any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Federal Reserve Board
and any other banking authority to which Wells Fargo is subject
for Eurocurrency Liabilities (as defined in Regulation D of the
Federal Reserve Board). Such reserve percentages shall
include, without limitation, those imposed under such
Regulation D. LIBOR Loans shall be deemed to constitute
Eurocurrency Liabilities and as such shall be deemed to be
subject to such reserve requirements without benefit of or
credit for proration, exceptions or offsets which may be
available from time to time to Wells Fargo under such
Regulation D. Statutory Reserves shall be adjusted
automatically on and as of the effective date of any change in
any reserve percentage.
"Subordination Agreements" shall mean the URS Entities
Subordination Agreements and the Blum Entities Subordination
Agreement.
"Tangible Net Worth" shall mean, at any date, the sum of
the capital stock and additional paid-in capital plus retained
earnings (or minus accumulated deficit) of the URS Entities and
their subsidiaries, on a consolidated basis, minus all
intangible assets of such entities, including, without
limitation (a) all assets which should be classified as
intangible assets, such as goodwill, trademarks, patents,
patent applications, brand names, copyrights, franchises and
deferred charges, determined in accordance with GAAP;
(b) treasury stock; (c) cash held in a sinking or other similar
fund established for the purpose of redemption or other
retirement of capital stock; (d) to the extent not already
deducted from total assets, reserves for depreciation,
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depletion, obsolescence or amortization of properties and other
reserves or appropriations of retained earnings which have been
or should be established in connection with the business
conducted by the relevant corporation; (e) any revaluation or
other write-up in book value of assets subsequent to the fiscal
year of such corporation last ended at the date of this
Agreement; and (f) any obligations due from stockholders,
employees and/or affiliates.
"Termination Date" shall have the meaning set forth in
Section 2.1 hereof.
"URS Entities" and "URS Entity" shall have the meaning set
forth in the introductory paragraph of this Agreement.
"URS Entities Subordination Agreements" shall have the
meaning set forth in the recitals to this Agreement.
"Total Capitalization" shall mean all Debt of the URS
Entities and their subsidiaries on a consolidated basis, plus
stockholders' equity (excluding goodwill in excess of 25% of
total stockholders' equity from the calculation of
stockholders' equity).
"Wells Fargo" shall have the meaning set forth in the
introductory paragraph of this Agreement.
Each accounting term not defined herein and each accounting
term partly defined herein to the extent not defined shall have
the meaning given to it under GAAP, as in effect on the date of
this Agreement.
ARTICLE II. LOANS
-----
2.1 Loan. Subject to the terms and conditions of
this Agreement, Wells Fargo agrees to make loans ("Loans") to
the URS Entities from the date of this Agreement to, but not
including, April 30, 1997 ("Termination Date"), at such times
as each URS Entity may request, up to the amount of the Loan
Commitment, which Loans may be repaid and reborrowed at any
time up to the Termination Date; provided, however, that the
aggregate unpaid principal amount of such Loans shall at no
time exceed the Available Commitment as then in effect. As
evidence of the indebtedness of the URS Entities to Wells Fargo
under the Loans, the URS Entities shall each execute and
deliver to Wells Fargo, so that each of the URS Entities shall
become a co-obligor (and not an accommodation maker), jointly
and severally liable thereunder, a promissory note (the "Note")
dated the same date as this Agreement, substantially in the
form of Exhibit A.
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2.2 Interest on Loans. The Loans may, at the option
of the URS Entities, be Prime Loans or LIBOR Loans. The Loans
shall bear interest from the date thereof on the principal
amount thereof from time to time outstanding until due and
payable (whether at the stated maturity, by acceleration or
otherwise) (a) in the case of Prime Loans, at a fluctuating
rate per annum equal to the Prime Rate as from time to time in
effect and (b) in the case of LIBOR Loans, at a rate per annum
equal to LIBOR for the applicable Interest Period plus one and
one-half percent (1.5%); provided that if the ratio of Funded
Debt to EBITDA for the URS Entities on a consolidated basis is
greater than 2.0 to 1.0, the interest rate in effect from time
to time as calculated pursuant to clauses (a) and (b) above
shall be increased by one-half percent (.5%).
2.3 Payment of Loans. The aggregate unpaid
principal amount of all Loans and interest thereon shall be
paid by each URS Entity to Wells Fargo on the Termination Date;
provided, however, that unless extended or converted pursuant
to Section 2.5 hereof, the aggregate principal amount of, and
accrued and unpaid interest on, each Loan which is a LIBOR Loan
shall be due and payable on the last day of the Interest Period
therefor.
2.4 Procedure for Loans. The URS Entities shall
give Wells Fargo irrevocable notice of their intention to
borrow hereunder ("Notice of Borrowing"), substantially in the
form of Exhibit B hereto, at least two (2) Business Days prior
to the date of any LIBOR Loan, and before 11:00 a.m. San
Francisco time on the date of any Prime Loan, specifying the
proposed borrowing date and the amount of the Loan, whether the
Loan is to be a Prime or LIBOR Loan and, if applicable, the
Interest Period therefor. Each Loan shall be in an aggregate
principal amount of not less than Fifty Thousand Dollars
($50,000.00) or an integral multiple thereof.
2.5 Extensions and Conversions. Subject to the
terms and conditions hereof, the URS Entities may extend any
LIBOR Loan beyond its current Interest Period by giving Wells
Fargo written notice of the requested extension and of the
duration of the next Interest Period at least two (2) Business
Days prior to the end of the applicable Interest Period.
Subject to the terms and conditions of this Agreement, the URS
Entities shall also have the option at any time to convert any
Prime Loan into a LIBOR Loan or any LIBOR Loan into a Prime
Loan, provided, however, that LIBOR Loans may be converted only
on the last day of the applicable Interest Period. The URS
Entities shall notify Wells Fargo in writing of each proposed
conversion, the proposed conversion date (which shall be a
Business Day), and, in the case of a proposed conversion into a
LIBOR Loan, the duration of the Interest Period therefor. In
the case of a proposed conversion into a LIBOR Loan, such
notice shall be at least two (2) Business Days prior to the
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proposed conversion date, and in the case of a proposed
conversion into a Prime Loan, such notice shall be at least one
(1) Business Day prior to the proposed conversion date. Any
notice given by the URS Entities under this Section 2.5 shall
be irrevocable.
2.6 Optional Prepayments. The URS Entities shall
have the right, upon not less than three (3) Business Days'
prior written notice, without penalty or prepayment fee, to
prepay any Prime Loans in whole or in part provided that
(a) each partial payment shall be in an amount equal to Fifty
Thousand Dollars ($50,000.00) or an integral multiple thereof
and (b) on each prepayment the URS Entities shall pay the
accrued interest on the principal so prepaid to the date of
such prepayment.
2.7 Mandatory Prepayments. If at any time the sum of
(a) the aggregate principal amount of the Loans outstanding
plus (b) the aggregate remaining amount available for drawing
under all outstanding Standby Letters of Credit plus (c) the
aggregate amount of all unreimbursed drawings under Letters of
Credit which Wells Fargo has not chosen to treat as a Loan,
shall exceed the Commitment as then in effect, the URS Entities
shall, immediately upon demand by Wells Fargo, prepay the
amount by which such amount exceeds the Commitment.
2.8 Payments. Interest on the Prime Loans shall be
payable in arrears monthly on the last day of each month,
commencing on the first such date after the date hereof and on
the date such Prime Loans are paid in full. Interest on the
LIBOR Loans shall be payable in arrears on the last day of the
applicable Interest Period or such other date as the Loan is
paid in full; provided, however, that interest is paid at least
once during each consecutive three (3) month period. All
payments hereunder shall be in Dollars and in immediately
available funds and shall be made prior to 11:00 a.m.
San Francisco time on the date of the scheduled payment. All
payments received after 11:00 a.m. San Francisco time shall be
considered to have been received the next Business Day. All
interest shall be computed on the basis of a year of three
hundred sixty (360) days, actual days elapsed. Any payment
which falls on a non-Business Day shall be rescheduled to the
next succeeding Business Day and interest shall continue to
accrue to such rescheduled Business Day. All payments of
principal and interest hereunder shall be made by charging, and
each URS Entity hereby authorizes Wells Fargo to charge, each
URS Entity's demand deposit account at Wells Fargo for the
amount of each such payment. If any of the URS Entities fail
at any time and for any reason to have a demand deposit account
at Wells Fargo, all such payments shall be made directly to
Wells Fargo at Wells Fargo's address specified in Section 9.8
of this Agreement. Wells Fargo is hereby authorized to note
the date, amount and interest rate (and Interest Period with
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respect to LIBOR Loans) of each Loan and each payment of
principal and interest with respect thereto on Wells Fargo's
books and records (either manually or by electronic entry),
which notation shall constitute prima facie evidence of the
accuracy of the information noted.
2.9 Interest on Overdue Payments. Overdue payments
of principal (and of interest to the extent permitted by law)
on the Loans shall bear interest at a fluctuating rate per
annum equal to two percent (2%) above the respective rates of
interest otherwise applicable for such day until such unpaid
amount has been paid in full (whether before or after
judgment); provided, however, that such rate of interest shall
in no event be less than the interest rate in effect at the
time such payment was due. All interest provided for in this
Section 2.9 shall be compounded monthly and be payable on
demand. Except as aforestated in this Section 2.9, the Loans
will bear interest (whether before or after any breach of this
Agreement) at the rate of interest specified in Section 2.2 for
the Loans.
2.10 Commitment Fee. The URS Entities will pay to
Wells Fargo a commitment fee ("Commitment Fee") for the period
from and including the execution date hereof to and including
the Termination Date, such Commitment Fee to be payable in
arrears in quarterly installments on the last day of September,
December, March and June, commencing on the first such date to
occur after the date hereof, and on the Termination Date, and
to be computed at a rate per annum of three-eighths of one
percent (.375%) on the average daily amount of the Available
Commitment during such period.
2.11 Adjustment of the Commitment. Upon not less
than two (2) Business Days' notice to Wells Fargo at any time,
and from time to time, prior to the Termination Date, the URS
Entities may lower the amount of the Loan Commitment or the
Letter of Credit Commitment in increments of One Million
Dollars ($1,000,000.00) or integral multiples thereof; all such
adjustments to be irrevocable.
2.12 Letters of Credit.
(a) Wells Fargo may, at the request of the URS Entities
at any time up to the Termination Date and upon the terms and
conditions set forth herein, in the Application for Commercial
Letter of Credit and in the Continuing Letter of Credit
Agreement, issue commercial letters of credit ("Commercial
Letters of Credit") for the account of each URS Entity up to
the amount of the Available Letter of Credit Commitment. Wells
Fargo may, at the request of the URS Entities at any time up to
the Termination Date and upon the terms and conditions set
forth herein and in the Application for Standby Letter of
Credit, issue standby letters of credit ("Standby Letters of
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Credit") for the account of each URS Entity up to the amount of
the Available Letter of Credit Commitment. Wells Fargo will
not in any case issue a Letter of Credit unless on the date
such Letter of Credit is to be issued (a) the Available Letter
of Credit Commitment and (b) the Available Commitment are each
equal to or greater than the face amount of the Letter of
Credit to be issued. No Standby Letter of Credit may have a
term of more than three hundred sixty-four (364) days and no
Letter of Credit may mature after April 30, 1998. The URS
Entities shall reimburse Wells Fargo for any and all drawings
under any Letter of Credit in accordance with the terms of the
Letter of Credit Agreement. In the event that Wells Fargo is
not paid in full for a drawing or drawings under a Letter of
Credit at the time such drawing or drawings is made, Wells
Fargo may, at its sole discretion, agree to consider the
unreimbursed portion of such drawing or drawings as a Prime
Loan.
(b) On and after the Closing Date, the Existing Letters
of Credit shall be deemed for all purposes, including for
purposes of the fees to be collected pursuant to paragraph (c)
of this Section 2.12, and reimbursement of costs and expenses
to the extent provided herein, to be Standby Letters of Credit
outstanding under this Agreement and entitled to the benefits
of this Agreement and the other Loan Documents, and shall be
governed by the applications and agreements pertaining thereto
and by this Agreement; provided, however, that, notwithstanding
any other provision of this Agreement, no fees with respect to
the issuance of the Existing Letters of Credit shall be due
hereunder.
(c) The URS Entities shall pay to Wells Fargo fees upon
the issuance, negotiation or amendment of each Letter of Credit
and upon payment by Wells Fargo of each draft under any Letter
of Credit, as more detailed in the Letter of Credit Agreement.
With respect to Commercial Letters of Credit, the amount of
such fees shall be determined at the time of the issuance (or
as appropriate, renewal) of each Commercial Letter of Credit.
In connection with the issuance or renewal of any Standby
Letter of Credit (other than the conversion of the Existing
Letters of Credit into Standby Letters of Credit pursuant to
Section 2.12(b) above), the URS Entities shall pay Wells Fargo
a fee (payable upon such issuance or renewal) equal to one and
one-half percent (1.5%) of the face amount of such Standby
Letter of Credit.
2.13 Indemnification. Each URS Entity hereby agrees
to indemnify and hold Wells Fargo free and harmless from any
loss or expense (including, without limitation, any loss or
expense incurred by reason of the liquidation or redeployment
of deposits or other funds acquired by Wells Fargo to fund or
maintain any LIBOR Loans) which Wells Fargo may incur as a
result of (a) a default by the URS Entities in payment when due
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of the principal amount or interest on any LIBOR Loan, (b) each
URS Entity's failure to make a borrowing, conversion or
extension with respect to a LIBOR Loan after making a request
therefor, (c) a prepayment (whether mandatory or otherwise) of
a LIBOR Loan prior to the expiration of a related Interest
Period, (d) the conversion of a LIBOR Loan as a result of any
of the events indicated in Section 5.2 hereof, and (e) any
demand for payment of a LIBOR Loan by Wells Fargo prior to the
expiration of the related Interest Period. At the election of
Wells Fargo such losses shall be conclusively deemed to consist
of an amount equal to the sum of:
(i) the interest that would have been received from
the URS Entities on the amounts to be reemployed
during the Interest Period (or remaining portion
thereof) in question had the URS Entities not
prepaid, repaid or failed to borrow, convert or
extend, such funds, as the case may be, LESS
(ii) the return which Wells Fargo could have obtained
had it placed such funds on deposit in the
interbank dollar market selected by Wells Fargo
in its reasonable discretion on the date of such
prepayment, repayment or failure to borrow,
convert or extend, as the case may be, and such
funds had remained on deposit until the end of
the relevant Interest Period.
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF URS
ENTITIES
-------------------------------------
In order to induce Wells Fargo to enter into this
Agreement, each URS Entity makes the following representations
and warranties which shall survive the execution and delivery
of this Agreement and the Note, the making of the Loans and the
issuance of the Letters of Credit.
3.1 Due Organization. Each URS Entity and each
Domestic Subsidiary is a duly organized and validly existing
corporation in good standing under the laws of the jurisdiction
in which it is incorporated, and is duly qualified to conduct
business as a foreign corporation in all jurisdictions where
the failure to do so would have a material adverse effect on
its business.
3.2 Organization, Standing and Qualification of
Domestic Subsidiaries. Set forth in Schedule 1 hereto is a
complete and accurate list of the Domestic Subsidiaries,
showing as of the date hereof, the jurisdiction of their
incorporation; the jurisdictions in which they are qualified to
do business as foreign corporations; the number of shares of
each class of common and preferred stock authorized; the number
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of shares of each class of common and preferred stock
outstanding; the number and percentage of the outstanding
shares of each such class owned (directly or indirectly) by
each URS Entity or one or more of the Domestic Subsidiaries;
and the number of such shares covered by all outstanding
options, warrants, rights of conversion or purchase and other
similar rights both in total and held by each URS Entity or one
or more of the Domestic Subsidiaries. All of the outstanding
capital stock of each of the Domestic Subsidiaries has been
validly issued, is fully paid and non-assessable and is owned
by the applicable URS Entities or one or more of the Domestic
Subsidiaries free and clear of all mortgages, deeds of trust,
pledges, liens, security interests and other charges or
encumbrances.
3.3 Organization and Qualification of Partnerships.
Each partnership and joint venture in which any URS Entity or
any Domestic Subsidiary (or any partnership or joint venture in
which any URS Entity is a partner or joint venturer,
respectively) is a general partner or joint venturer is duly
licensed or qualified to do business in each jurisdiction in
which its ownership of property or conduct of business requires
such qualification (or if its failure to do so would have a
material adverse effect on its business). Set forth on
Schedule 2 hereto is a complete and accurate list of all
Partnerships, showing as of the date hereof the jurisdiction of
its organization.
3.4 Requisite Power. Each URS Entity and each
Domestic Subsidiary has all requisite corporate power and all
governmental licenses, authorizations, consents and approvals
necessary to own and operate its properties and to carry on its
business as now conducted and as proposed to be conducted.
Each URS Entity has all requisite corporate power to borrow the
sums provided for in this Agreement, and to execute and deliver
this Agreement, the Note and those Loan Documents to which each
URS Entity is a party. The execution, delivery and performance
of this Agreement, the Note and the Loan Documents to which
each URS Entity is a party have been duly authorized by the
applicable URS Entity's Board of Directors and does not require
any consent or approval of the stockholders of any URS Entity.
3.5 Binding Agreement. This Agreement has been duly
executed and delivered by each URS Entity and constitutes, and
the Note and each of the Loan Documents when executed and
delivered by each URS Entity will constitute, a legal, valid
and binding obligation of each URS Entity, enforceable against
it in accordance with its terms, except as the enforceability
thereof may be affected by bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights generally,
and except as the availability of certain equitable remedies
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may be limited by certain equitable principles of general
applicability.
3.6 Loan Documents. To the extent that any of the
Loan Documents are required hereunder to be executed by a
Domestic Subsidiary or any affiliate of any URS Entity, the
representations and warranties set forth above in Sections 3.4
and 3.5 are also true and correct with respect to any such
Domestic Subsidiary or affiliate and such Loan Documents.
3.7 Other Agreements. The execution, delivery and
performance of this Agreement, the Note and the Loan Documents
will not violate any material provision of law or regulation
(including, without limitation, Regulations X and U of the
Federal Reserve Board), or any material order of any
governmental authority, court, arbitration board or tribunal or
the Articles of Incorporation or By-laws of any URS Entity or
any Domestic Subsidiary, or result in the material breach of,
constitute a default under, contravene any provisions of, or
result in the creation of any security interest, lien, charge
or encumbrance upon, any of the property or assets of any URS
Entity or any Domestic Subsidiary pursuant to any indenture or
agreement to which any URS Entity or any Domestic Subsidiary or
any of their properties is bound.
3.8 Litigation. There is no litigation,
investigation or proceeding in any court or before any
arbitrator or regulatory commission, board, administrative
agency or other governmental authority pending, or, to the
knowledge of any URS Entity, threatened, against or affecting
any URS Entity or any Domestic Subsidiary or any of their
properties, which (a) may materially affect the performance by
any URS Entity or any Domestic Subsidiary of this Agreement,
the Note or the Loan Documents or any of the transactions
contemplated hereby or thereby, or (b) if adversely determined
would have a material adverse effect on the business,
operations or condition, financial or otherwise, of any URS
Entity or any Domestic Subsidiary.
3.9 Consents. No consent, license, permit, approval
or authorization of, exemption by, notice to, report to, or
registration, filing or declaration with, any governmental
authority or agency is required in connection with the
execution, delivery and performance by any URS Entity or any
Domestic Subsidiary of this Agreement, the Note or the Loan
Documents, or the transactions contemplated hereby or thereby.
3.10 Financials. The audited consolidated balance
sheet of the URS Entities and their subsidiaries as of October
31, 1994, and the related statements of income, retained
earnings and changes in financial position for the fiscal year
ended on such date, certified by Coopers & Lybrand, and the
unaudited consolidated balance sheet of the URS Entities and
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their subsidiaries as of January 31, 1995, and the related
statements of income, retained earnings and change of financial
position for the three (3) months then ended, certified by the
chief financial officer of URS, copies of which have been
heretofore delivered to Wells Fargo, are true, complete and
correct and fairly present the financial condition of the URS
Entities and the Domestic Subsidiaries on a consolidated basis
as of such dates and the results of their operations for the
periods then ended. All of the aforementioned financial
statements have been prepared in accordance with GAAP applied
on a consistent basis. There has been no material adverse
change in the business, operations or condition, financial or
otherwise, of any URS Entity or any Domestic Subsidiary, since
January 31, 1995. No URS Entity nor any Domestic Subsidiary
has any material liabilities, direct or contingent, including,
but not limited to, liabilities for taxes, long-term leases or
long-term commitments, except as disclosed in the
aforementioned financial statements or in writing to Wells
Fargo.
3.11 Use of Proceeds. The proceeds of the Loans
shall be used by each URS Entity solely for working capital
purposes and purchases of its common stock to the extent
permitted by Section 7.6 hereof.
3.12 Regulation U. No URS Entity is engaged
principally, or as one of its principal activities, in the
business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulations G, T,
U or X of the Federal Reserve Board). No part of the proceeds
of the Loans will be used by any URS Entity to purchase or
carry any such margin stock or to extend credit to others for
the purpose of purchasing or carrying any such margin stock
other than the purchase of common stock of the URS Entities.
3.13 ERISA. Each URS Entity and the Domestic
Subsidiaries are in compliance in all material aspects with all
applicable provisions of ERISA and the regulations and
published interpretations thereunder. No Reportable Event (as
defined in ERISA) has occurred with respect to any Plan nor are
there any unfunded vested liabilities under any Plan. Each URS
Entity and the Domestic Subsidiaries have met their minimum
funding requirements under ERISA with respect to each of their
Plans and have not incurred any material liability to the PBGC
in connection with any such Plan.
3.14 Tax Returns. All tax returns required to be
filed by each URS Entity and the Domestic Subsidiaries in any
jurisdiction have been filed; all taxes, assessments, fees and
other governmental charges upon each URS Entity and the
Domestic Subsidiaries, or upon any of their respective
properties, incomes or franchises, which are due and payable
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have been paid, or adequate reserve has been provided for
payment thereof.
3.15 Licenses, Trademarks, etc. Each URS Entity and
each Domestic Subsidiary has all patents, licenses, trademarks,
trademark rights, trade names, trade name rights, copyrights,
permits and franchises which are required in order for it to
conduct its business and to operate its properties as now or
proposed to be conducted without known conflict with the rights
of others. Schedule 3 hereto is a complete and correct list of
all patents, copyrights, trade marks, licenses, service marks,
trade names and other similar rights owned or used by each URS
Entity or any Domestic Subsidiary, showing for each item the
owner thereof and each public body with which such ownership is
registered.
3.16 Burdensome Agreements, etc. No URS Entity nor
any Domestic Subsidiary, to the best of such entity's
knowledge, is a party to any unusual or unduly burdensome,
agreement or undertaking, or is subject to any unusual or
unduly burdensome court order, court writ, injunction or decree
of any court or governmental instrumentality, domestic or
foreign, which materially and adversely affects its business or
property, assets, operations or condition, financial or
otherwise.
3.17 Title and Lien. Except for Permitted Liens, the
real property and all the other property and assets of each URS
Entity and the Domestic Subsidiaries reflected in the audited
consolidated balance sheet (and related notes) of each URS
Entity dated October 31, 1994, delivered to Wells Fargo
pursuant to Section 3.10 hereof, are free from all material
liens, charges, security interests and encumbrances of any
nature whatsoever; and, except as aforesaid, each URS Entity or
the Domestic Subsidiaries have a good and marketable title in
fee simple to all such real property and good and marketable
title to all other such property and assets, except those
disposed of in the ordinary course of business.
3.18 Other Information. Each URS Entity has
previously furnished Wells Fargo certain information, including
a consolidated financial plan regarding its financial position
and the results of its operations for, and as at the end of,
certain future periods. There are no statements or conclusions
therein which, to the knowledge of any URS Entity, are based
upon or include misleading information or fail to take into
account material information regarding the matters covered
therein. No URS Entity has reason to believe, as of the date
hereof, that any of the statements or conclusions included
therein is not true and correct in all material respects.
3.19 Partnerships and Joint Ventures. Except as set
forth on Schedule 2 hereof, no URS Entity nor any Domestic
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Subsidiary is a general partner or a limited partner in any
Partnership (as defined herein).
3.20 Existing Defaults. No URS Entity nor any
Domestic Subsidiary is in default under any material term of
any mortgage, lease, indenture, deed of trust or any other
agreement to which it is a party or by which it or any of its
properties may be bound and which would constitute an Event of
Default or a Potential Event of Default under this Agreement.
No URS Entity nor any Domestic Subsidiary is in material
violation of any law, ordinance, rule or regulation to which it
or any of its properties is subject and which would constitute
an Event of Default or a Potential Event of Default under this
Agreement.
3.21 Other Contracts. The performance by each URS
Entity or any Domestic Subsidiary of all of its respective
contracts or other commitments will not in the aggregate have a
materially adverse effect upon the business or financial
position of any URS Entity or any Domestic Subsidiary.
Schedule 4 hereto contains a list of each presently existing
contract or other commitment of each URS Entity or any Domestic
Subsidiary which involves an amount of Fifteen Million Dollars
($15,000,000.00) or more, showing for each contract or other
commitment the amount, the date of such contract or the date
such commitment was incurred, the entity or the entities party
to such contract or commitment, and the anticipated completion
date of the performance. Except as disclosed in Schedule 4, no
URS Entity nor any Domestic Subsidiary is in default in any
material respect under any agreement listed in Schedule 4, and,
to the knowledge of any URS Entity, there are no facts or
circumstances which, if continued or on notice, will result in
such a default under the agreements listed.
3.22 Leases. Schedule 5 is a list of all real
property leases to which any URS Entity is a party. A true,
correct and complete copy of each such lease has been delivered
by each URS Entity to Wells Fargo. Each URS Entity and each
Domestic Subsidiary enjoys peaceful and undisturbed possession
under all the leases to which it is a party or under which it
is operating. All of such leases are valid and subsisting and
no default exists under any of them. No URS Entity is a party
to any leases of personal property that is material to its
business, the default of which would have a material adverse
effect on the business, operations or condition, financial or
otherwise, of the URS Entities in the aggregate.
3.23 Environmental Matters. Except as disclosed in
writing to Wells Fargo by the URS Entities:
(a) The operations of each URS Entity and each of the
Domestic Subsidiaries comply in all material respects
with all applicable environmental, health and safety
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statutes and regulations, including, without
limitation, regulations promulgated under the Federal
Resource, Conservation and Recovery Act.
(b) None of the operations of any URS Entity or any of
the Domestic Subsidiaries is the subject of federal
or state investigation evaluating whether any
remedial action, involving a material expenditure, is
needed to respond to a release of any toxic or
hazardous waste or substance into the environment.
(c) No URS Entity nor any of the Domestic Subsidiaries
has any material contingent liability in connection
with any release of any toxic or hazardous waste or
substance into the environment.
3.24 Fire and Explosion. Neither the business nor
the properties or operations of any URS Entity or any Domestic
Subsidiary are materially affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought,
storm, hail, earthquake, embargo, act of God or of the public
enemy or other casualty (whether or not covered by insurance).
3.25 Investment Company Act. No URS Entity is, and
immediately after the application by each URS Entity of the
proceeds of each Loan will be, an "investment company" within
the meaning of the Investment Company Act of 1940, as amended.
3.26 Public Utility Holding Company Act. No URS
Entity is subject to any state law or regulation regulating
public utilities or similar entities, and is no URS Entity is,
within the meaning of the Public Utility Holding Company Act of
1935, as amended, (a) a holding company; (b) a subsidiary or
affiliate of a holding company; or (c) a public utility.
3.27 No Default. No Event of Default, or Potential
Event of Default, has occurred.
3.28 No Subordination. The obligations of the URS
Entities and the Domestic Subsidiaries under this Agreement and
any of the Loan Documents are not subordinated in right of
payment to any other obligation of any of the URS Entities or
the Domestic Subsidiaries (other than this Agreement).
ARTICLE IV. CONDITIONS PRECEDENT
--------------------
4.1 Initial Extension of Credit. The obligation of
Wells Fargo to make the first Loan or issue the first Letter of
Credit, whichever occurs first, is subject to the fulfillment
to Wells Fargo's satisfaction of each of the following
conditions on the Closing Date:
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(a) Wells Fargo shall have received a Note duly executed
and delivered by each URS Entity;
(b) Wells Fargo shall have received, in form and
substance satisfactory to it, a written opinion,
dated the Closing Date, of Sheppard, Mullin, Richter
& Hampton, counsel for each URS Entity (which counsel
must be satisfactory to Wells Fargo), with respect to
the matters set forth in Sections 3.1, 3.2, 3.4, 3.5,
3.7, 3.8, 3.9, 3.12 and 3.13 and such other legal
matters relating hereto as Wells Fargo may reasonably
request;
(c) Wells Fargo shall have received a continuing letter
of credit agreement ("Continuing Letter of Credit
Agreement"), dated the Closing Date and duly executed
and delivered by each URS Entity, substantially in
the form of Exhibit C hereto, with only such changes
therein as may be approved by Wells Fargo;
(d) Wells Fargo shall have received evidence that the
insurance required by Section 6.6 hereof is in
effect;
(e) Wells Fargo shall have received good standing
certificates for each URS Entity and each Domestic
Subsidiary, dated within five (5) days of the Closing
Date, from its state of incorporation, and from the
following entities as a foreign corporation in the
jurisdictions indicated: (i) URS Consultants, Inc., a
New York corporation (in Massachusetts, New Jersey
and Virginia); and (ii) URS Consultants, Inc. - Ohio,
an Ohio corporation (in Virginia);
(f) Wells Fargo shall have received an officers'
certificate ("Officers' Certificate"), dated the
Closing Date and in form and substance satisfactory
to Wells Fargo, from each URS Entity and Domestic
Subsidiary executed by the President or a Vice
President and a Secretary or an Assistant Secretary
of each URS Entity or Domestic Subsidiary, as the
case may be;
(g) Wells Fargo shall have received a check from a URS
Entity in full payment of Wells Fargo's outside
counsel fees and expenses incurred in connection with
the preparation and negotiation of this Agreement and
the Loan Documents; and
(h) Wells Fargo shall have received from each Guarantor
and each obligee of subordinated Debt either (i) an
acknowledgement of the amendment of the Prior Credit
Agreement pursuant to this Agreement and reaffirming
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the effectiveness of the applicable Guaranty or
Subordination Agreement or (ii) a new guaranty and
subordination in form and substance satisfactory to
Wells Fargo.
4.2 Conditions of Each Extension of Credit. The
obligation of Wells Fargo to make, extend or convert any Loan
or issue any Letter of Credit shall be subject to the
fulfillment of each of the following conditions to Wells
Fargo's satisfaction:
(a) if a Loan is to be made, Wells Fargo shall have
received a Notice of Borrowing as provided in
Section 2.4 of this Agreement, substantially in the
form of Exhibit B to this Agreement, with only such
changes therein as may be approved by Wells Fargo;
(b) if a Commercial Letter of Credit is to be issued,
Wells Fargo shall have received an Application for
Commercial Letter of Credit, dated on or before the
date of the issuance of the Letter of Credit and
properly executed and delivered by each URS Entity,
in substantially the form of Exhibit D to this
Agreement, with only such changes therein as may be
approved by Wells Fargo;
(c) if a Standby Letter of Credit is to be issued, Wells
Fargo shall have received an Application for Standby
Letter of Credit, dated on or before the date of the
issuance of the Letter of Credit and properly
executed and delivered by the each URS Entity, in
substantially the form of Exhibit E to this
Agreement, with only such changes therein as may be
approved by Wells Fargo;
(d) the representations and warranties of each URS Entity
set forth in Article III hereof and of each URS
Entity or any Domestic Subsidiary in the Loan
Documents shall be true and correct on the date of
the making, extension or conversion of each Loan and
the issuing of each Letter of Credit with the same
effect as though such representations and warranties
had been made on and as of such date;
(e) the Loan Documents shall be in full force and effect;
and
(f) all other documents and legal matters in connection
with the transactions contemplated by this Agreement,
the Note and the Loan Documents shall be in
satisfactory form and substance to Wells Fargo.
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ARTICLE V. ADDITIONAL RATE PROVISIONS
--------------------------
5.1 Inability to Determine Rate. In the event Wells
Fargo shall have determined (which determination shall be
conclusive and binding) that by reason of circumstances
affecting the interbank Eurodollar market, adequate and
reasonable means do not exist for ascertaining LIBOR, Wells
Fargo shall forthwith give telex notice of such determination,
confirmed in writing, to each URS Entity. If such notice is
given, and until such notice has been withdrawn by Wells Fargo,
no additional LIBOR Loans shall be made and no additional
conversions of Loans to LIBOR Loans shall be permitted, and at
the end of the Interest Period relating to any outstanding
LIBOR Loans the interest rate on such LIBOR Loans shall
thereafter be equal to the interest rate applicable to Prime
Loans pursuant to Sections 2.2 and 2.9 hereof.
5.2 Illegality: Termination of Commitment.
Notwithstanding any other provisions herein, if any law,
treaty, rule or regulation, or determination of a court or
other governmental authority, or any change therein or in the
interpretation or application thereof, shall make it unlawful
for Wells Fargo to make or maintain LIBOR Loans, as
contemplated by this Agreement, the obligation of Wells Fargo
hereunder to make LIBOR Loans shall forthwith be cancelled, and
Loans then outstanding as LIBOR Loans shall thereafter bear
interest equal to the interest rate applicable to Prime Loans
pursuant to Sections 2.2 and 2.9 hereof.
5.3 Charges: Legal Restrictions. In the event that
any law, treaty, rule or regulation, or determination of a
court or governmental authority, or any change therein or in
the interpretation or application thereof, or compliance by
Wells Fargo with any request or directive (whether or not
having the force of law) from any governmental authority:
(a) does or shall subject Wells Fargo or any of its
foreign offices to any tax of any kind whatsoever
with respect to this Agreement, the Note, the Loans
or the Letters of Credit, or change the basis of
taxation of payments to Wells Fargo of principal,
commitment fee, interest or any other amount payable
hereunder (except for changes in the rate of tax on
the overall net income of Wells Fargo); or
(b) does or shall impose, modify, or hold applicable any
reserve, special deposit, compulsory loan, FDIC
insurance, capital or other requirement against
assets held by, deposits or other liabilities in or
for the account of, advances or loans by, other
credit extended by or any other acquisition of funds
by, any office of Wells Fargo; or
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(c) does or shall impose on Wells Fargo any other
condition;
and the result of any of the foregoing is to increase the cost
to Wells Fargo of making, renewing, or maintaining the Loans or
the Letters of Credit, or to reduce any amount receivable
thereunder or under the Loan Documents; then, in any such case,
each URS Entity shall promptly pay to Wells Fargo, upon demand,
such amount or amounts as may be necessary to compensate Wells
Fargo for any such additional cost or reduced amount received;
provided, however, that Wells Fargo shall only demand payment
by the URS Entities of those costs described in this Section
5.3 that Wells Fargo generally imposes on its borrowers with
respect to such matters. Wells Fargo shall deliver to the URS
Entities a written statement of the losses or expenses
sustained or incurred, and any reasonable allocation made by
Wells Fargo of such losses and expenses shall be conclusive,
absent manifest error.
ARTICLE VI. AFFIRMATIVE COVENANTS
---------------------
Each URS Entity covenants that until the payment in full
of all the Loans and all drawings under the Letters of Credit,
and until the fulfillment of all of its obligations hereunder
and under the Loan Documents, each URS Entity shall (and, to
the extent appropriate, shall direct the Domestic Subsidiaries
to) comply with the following covenants:
6.1 Accounting Records. Each URS Entity shall, and
shall cause each Domestic Subsidiary to, maintain adequate
books and accounts in accordance with GAAP consistently
applied, and permit any representative of Wells Fargo, at any
reasonable time during normal business hours, to inspect, audit
and examine such books and inspect any of their properties, and
shall furnish Wells Fargo with all information regarding the
business or finances of each URS Entity and the Domestic
Subsidiaries promptly upon Wells Fargo's request.
6.2 Proceeds. Each URS Entity will use the proceeds
of the Loans only for working capital and other general
corporate purposes and for purchases of its common stock to the
extent permitted by Section 7.6 hereof, and each URS Entity
will furnish Wells Fargo such evidence as it may reasonably
require with respect to such use.
6.3 Financial Statements and Notices. Each URS
Entity will furnish Wells Fargo:
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(a) within sixty (60) days after the close of each
quarterly accounting period in each fiscal year: (i)
a consolidated statement of stockholders' equity and
a consolidated statement of changes in financial
position of each URS Entity and the Domestic
Subsidiaries for such quarterly period; (ii)
consolidated income statements of each URS Entity and
the Domestic Subsidiaries for such quarterly period;
and (iii) consolidated balance sheets of each URS
Entity and the Domestic Subsidiaries as of the end of
such quarterly period all in reasonable detail,
subject to year-end audit adjustments and certified
by each URS Entity's principal financial officer to
have been prepared in accordance with GAAP
consistently applied;
(b) within ninety (90) days after the close of each
fiscal year, a copy of the annual audit report for
such year for the URS Entities and the Domestic
Subsidiaries, including therein: (i) a consolidated
statement of stockholders' equity and a consolidated
statement of changes in financial position of each
URS Entity and the Domestic Subsidiaries for such
fiscal year; (ii) consolidated income statements of
the URS Entities and the Domestic Subsidiaries for
such fiscal year; and (iii) consolidated balance
sheets of the URS Entities and the Domestic
Subsidiaries as of the end of such fiscal year; the
consolidated income statements and balance sheets to
be audited by Coopers & Lybrand, or another
independent certified public accountant reasonably
acceptable to Wells Fargo, and certified by such
accountants to have been prepared in accordance with
GAAP consistently applied;
(c) contemporaneously with each quarterly and year-end
financial report required by the foregoing paragraphs
(a) and (b), a certificate of the president or chief
financial officer of URS in form satisfactory to
Wells Fargo showing compliance by each URS Entity
with the quantitative financial covenants set forth
in Section 6.12 hereof and stating that he or she has
individually reviewed the provisions of this
Agreement and that a review of the activities of such
URS Entity and the Domestic Subsidiaries during such
year or quarterly period, as the case may be, has
been made by him or her or under his or her
supervision, with a view to determining whether such
URS Entity has fulfilled all its obligations under
this Agreement, and that such URS Entity has observed
and performed each undertaking contained in this
Agreement and is not in default in the observance or
performance of any of the provisions hereof or, if
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such URS Entity shall be so in default, specifying
all such defaults and events of which he or she may
have knowledge;
(d) promptly after they are sent, made available or
filed, and in any event within sixty (60) days after
the close of each quarterly accounting period in each
fiscal year and within ninety (90) days after the
close of each fiscal year, SEC filings on form 10Q
and 10K, respectively, and copies of all other
reports, proxy statements and financial statements
that any URS Entity sends or makes available to its
stockholders and all registration statements and
reports that any URS Entity files with the SEC;
(e) within sixty (60) days after the end of each fiscal
quarter (i) backlog reports in form and substance
satisfactory to Wells Fargo, and (ii) aging reports
with respect to all billed and unbilled receivables,
in form and substance satisfactory to Wells Fargo;
(f) as soon as possible, and in any event within three
(3) Business Days after any URS Entity has knowledge
of (i) the occurrence of an Event of Default or a
Potential Event of Default; or (ii) any default or
event of default as defined in any evidence of Debt
or under any agreement, indenture or other instrument
under which such Debt has been issued, whether or not
such Debt is accelerated or such default waived, the
statement of the chief financial officer of such URS
Entity setting forth details of such default,
Potential Event of Default or event of default and
the action which the URS Entities propose to take
with respect thereto;
(g) by no later than May 15 of each calendar year,
commencing with the 1996 calendar year, a list of all
insurance coverage (and copies of all related
insurance documentation) maintained by the URS
Entities or the Domestic Subsidiaries pursuant to
Section 6.6 hereof;
(h) prompt written notice of any actual or threatened
claims, litigation, suits, proceedings or disputes
(whether or not purportedly on behalf of any URS
Entity) against or affecting any URS Entity, any
Domestic Subsidiary or any Partnership which, if
adversely determined, would have a material adverse
effect on the operations, business, properties or
condition (financial or otherwise) of any URS Entity,
any Domestic Subsidiary or any Partnership (without
in any way limiting the foregoing, claims,
litigation, suits, proceedings or disputes involving
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monetary amounts in excess of Five Hundred Thousand
Dollars ($500,000.00), whether or not covered by
insurance, shall be deemed to be material), or any
material labor controversy resulting in or
threatening to result in a strike against any URS
Entity, any Domestic Subsidiary or any Partnership,
or any proposal by any public authority to acquire
any of the material assets or business of any URS
Entity, any Domestic Subsidiary or any Partnership;
(i) as soon as available, any written report pertaining
to material items with respect to matters involving
any URS Entity's internal controls submitted to any
URS Entity by it's independent public accountants in
connection with each annual or interim special audit
of the financial condition of each URS Entity and the
Domestic Subsidiaries made by such accountants;
(j) prompt written notice of any condition or event which
has resulted or might result in (i) a material
adverse change in any URS Entity's consolidated
condition (financial or otherwise) or operations; or
(ii) a breach of, or noncompliance with, any term,
condition or covenant contained herein or in any Loan
Documents; or (iii) a material breach of, or
noncompliance with, any term, condition or covenant
of any material contract to which any URS Entity or
any Domestic Subsidiary is a party or by which it or
its property may be bound;
(k) as soon as possible, and in any event within thirty
(30) days after any URS Entity or any Domestic
Subsidiary knows or has reason to know that any
Reportable Event has occurred with respect to any
Plan, a statement from the chief financial officer of
such URS Entity setting forth details as to such
Reportable Event and the action which the URS
Entities or the affected Domestic Subsidiary proposes
to take with respect thereto, together with a copy of
the notice of such Reportable Event given to the PBGC
if a copy of such notice is available to any URS
Entity or the affected Domestic Subsidiary;
(l) promptly after the filing thereof with the United
States Secretary of Labor or the PBGC, copies of each
annual report with respect to each Plan; and
(m) promptly after receipt thereof, a copy of any notice
any URS Entity, any Domestic Subsidiary or any member
of the Controlled Group of Corporations (as defined
in Section 1563(a) of the Internal Revenue Code of
1954, as amended, determined without regard to
Sections 1563(a)(4) and 1563(e)(3)(c) of such Code)
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of which any URS Entity is a part may receive from
the PBGC or the Internal Revenue Service with respect
to any Plan; provided, however, that this Section
6.3(n) shall not apply to notices of general
application promulgated by the Department of Labor;
and
(n) such other reports or information as Wells Fargo may
reasonably request from time to time.
All financial statements provided to Wells Fargo by the
URS Entities shall be in form and substance satisfactory to
Wells Fargo. Without limiting the generalities of the
foregoing, those financial statements delivered to Wells Fargo
pursuant to Sections 6.3(a) and (b) shall specifically include,
without limitation, the percentage of "pass-through" revenues
and expenses of subcontractors (which are revenues and expenses
of subcontractors that are included as revenues and expenses,
respectively, of any of the URS Entities), information on
labor, rental and lease expenses. The URS Entities shall be
deemed to have satisfied the requirements of Sections 6.3(a)
and 6.3(b) hereof to the extent such information referred to
therein is delivered pursuant to Section 6.3(d) hereof.
6.4 Corporate Existence. Each URS Entity shall, and
shall cause each Domestic Subsidiary to, preserve and maintain
its corporate existence and all of its licenses, permits,
governmental approvals, rights, privileges and franchises
necessary or desirable in the normal course of its business.
6.5 Compliance with Law. Each URS Entity shall, and
shall cause each Domestic Subsidiary to, comply with the
requirements of all applicable laws, rules, regulations
(including, but not limited to, ERISA with respect to each of
their Plans), orders of any governmental agency and all
material agreements to which it is a party.
6.6 Insurance. Each URS Entity shall, and shall
cause each Domestic Subsidiary to, maintain and keep in force
insurance of the types and in amounts customarily carried in
its lines of business, including, but not limited to, fire,
public liability, property damage and worker's compensation,
such insurance to be carried with companies and in amounts
reasonably satisfactory to Wells Fargo, and deliver to Wells
Fargo from time to time, as Wells Fargo may request, schedules
setting forth all insurance then in effect.
6.7 Facilities. Each URS Entity shall, and shall
cause each Domestic Subsidiary to, keep those properties useful
or necessary to its business in good repair and condition, and
from time to time make necessary repairs, renewals and
replacements thereto so that its property shall be fully and
efficiently preserved and maintained.
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6.8 Taxes and Other Liabilities. Each URS Entity
shall, and shall cause each Domestic Subsidiary to, pay and
discharge when due, and prior to the date penalties attach
thereto, any and all indebtedness, obligations, assessments and
real and personal taxes, including, but not limited to, federal
and state income taxes, except such as it may in good faith
contest or as to which a bona fide dispute exists; provided,
however, that provision is made to the satisfaction of Wells
Fargo for prompt payment thereof in the event that it is found
that the same are an obligation of any URS Entity or Domestic
Subsidiary.
6.9 Filings. Each URS Entity shall from time to
time record, register and file all such notices, statements and
other documents and take such other steps, including, but not
limited to, the amendment of the Loan Documents, as may be
necessary or advisable to render fully valid and enforceable
under all applicable laws the rights and priorities of Wells
Fargo with respect to the Loan Documents or intended to be so
furnished, in each case in such form and at such times as shall
be satisfactory to Wells Fargo.
6.10 Tax Returns. Within ten (10) days of Wells
Fargo's request therefor, each URS Entity shall furnish Wells
Fargo with copies of federal income tax returns filed by each
URS Entity and the Domestic Subsidiaries.
6.11 Change of Condition. Each URS Entity shall
notify Wells Fargo thirty (30) days in advance of any change in
the location of any of each URS Entity's places of business or
of the establishment of any new, or the discontinuance of any
existing, place of business.
6.12 Financial Tests. The URS Entities shall
maintain:
(a) a ratio of Current Assets to Current Liabilities of
not less than 1.15 to 1.00;
(b) Tangible Net Worth in an amount of not less than the
sum of (i) $21,500,000 PLUS (b) 75% of cumulative
quarterly net income, excluding net losses of the URS
Entities and their subsidiaries;
(c) a ratio of Debt to Total Capitalization of not more
than 1.00 to 2.00;
(d) a ratio of EBITDA LESS Capital Expenditures to Fixed
Charge Expense of not less than 1.25 to 1.00; and
(e) a ratio of Funded Debt to EBITDA of not more than
2.50 to 1.00;
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6.13 Other Domestic Subsidiaries. With respect to
any domestic subsidiary of any URS Entity (other than any
Domestic Subsidiaries), or any other subsidiary created or
acquired by any URS Entity in the future, if any such
subsidiary shall at any time acquire assets which have an
aggregate fair market value in excess of One Hundred Thousand
Dollars ($100,000.00) and such subsidiary is consolidated with
a URS Entity for the purpose of financial statements, within a
reasonable time thereafter the URS Entities shall cause such
subsidiary to execute any documentation and to take any other
actions deemed necessary by Wells Fargo to guaranty all
obligations of the URS Entities to Wells Fargo and to
subordinate any indebtedness, whenever made, owing from any URS
Entity to such Domestic Subsidiary to all indebtedness,
whenever made, owing from any URS Entity to Wells Fargo. Any
such subsidiary shall thereafter be included in the definition
of "Domestic Subsidiaries" used herein.
6.14 Environmental Matters. Each URS Entity shall,
and shall cause each Domestic Subsidiary to, conduct the
operations of such URS Entity and each of the Domestic
Subsidiaries in such a manner as to comply in all material
respects with all applicable environmental, health and safety
statutes and regulations, including, without limitation,
regulations promulgated under the Federal Resource,
Conservation and Recovery Act.
6.15 Maintenance of Demand Deposit Account. At least
one of the URS Entities shall maintain a demand deposit account
at Wells Fargo, which account shall have sufficient collected
balances in order that each payment required to be made
pursuant to Section 2.8 hereof will be available when due under
the terms of this Agreement.
ARTICLE VII. NEGATIVE COVENANTS
------------------
Each URS Entity agrees that until the payment in full of
all the Loans and all drawings under the Letters of Credit, and
until the fulfillment of all of its Obligations hereunder and
under the Loan Documents, each URS Entity shall (and shall
cause each Domestic Subsidiary to) comply with the following
covenants:
7.1 Merger, Consolidation or Transfer of Assets.
Each URS Entity shall not, nor shall it permit any Domestic
Subsidiary or Partnership to, without the prior written consent
of Wells Fargo, change its name, change the nature of its
business, sell, assign, transfer, pledge, lease or otherwise
dispose of (whether in any one transaction or a series of
transactions) all or substantially all of its assets, enter
into any merger, consolidation, reorganization or
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recapitalization, or reclassify its capital stock, or
liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution) except that any Domestic Subsidiary
may merge into or transfer assets to each URS Entity and any
Domestic Subsidiary may merge with or transfer assets to any
one or more other wholly owned Domestic Subsidiaries.
7.2 Sale of Assets. Each URS Entity shall not, nor
shall it permit any Domestic Subsidiary or Partnership to,
without the prior written consent of Wells Fargo, sell,
transfer, lease or otherwise dispose of any of its assets
outside the ordinary course of its business (including, but not
limited to, sales, transfers, leases or other dispositions
between or among any of each URS Entity and the Domestic
Subsidiaries and the Partnerships).
7.3 Liens. Each URS Entity shall not, nor shall it
permit any Domestic Subsidiary or Partnership to, mortgage,
pledge, grant or permit to exist a security interest in, or
lien upon, any of its assets of any kind now owned or hereafter
acquired, except for the following permitted liens ("Permitted
Liens"): (a) existing liens reflected on the consolidated
balance sheet (and notes thereto) of each URS Entity dated
October 31, 1994 furnished to Wells Fargo pursuant to Section
3.10 hereof, or any mortgage or lien which replaces an existing
mortgage or other lien; provided, however, that the principal
amount of the debt secured by the replacing mortgage or lien
does not exceed the principal amount at the time of replacement
of the existing mortgage or lien or cover property different
from the property covered by the existing mortgage or lien; (b)
carriers', warehousemen's, mechanics', landlords',
materialmen's, suppliers', tax, assessment, governmental and
other like liens and charges arising in the ordinary course of
business securing obligations that are not incurred in
connection with the obtaining of any advance or credit and
which are not overdue, or are being contested in good faith by
appropriate proceedings; provided, however, that provision is
made to the satisfaction of Wells Fargo for the eventual
payment thereof in the event it is found that such is payable
by each URS Entity or any Domestic Subsidiary; (c) liens
arising in connection with worker's compensation, unemployment
insurance, appeal and release bonds and progress payments under
government contracts; (d) the giving, simultaneously with or
within sixty (60) days after the acquisition of tangible
personal property, of any purchase money lien (including, but
not limited to, vendor's rights under purchase contracts under
an agreement whereby title is retained for the purpose of
securing the purchase price thereof) on tangible personal
property hereafter acquired and not heretofore owned by any URS
Entity or any Domestic Subsidiary, or the acquiring hereafter
of personal tangible property not heretofore owned by any URS
Entity or any Domestic Subsidiary subject to any then existing
lien (whether or not assumed); provided, however, that in each
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such case such lien is limited to such acquired tangible
personal property; (e) attachment, judgment or similar liens in
existence less than thirty (30) days after the entry thereof or
with respect to which execution has been stayed or the payment
of which is covered in full by insurance; and (f) liens on any
common stock of any URS Entity.
7.4 Guaranties. Except as provided in the
Guaranties, each URS Entity shall not, nor shall it permit any
Domestic Subsidiary or Partnership to, become liable, directly
or indirectly, as guarantor, surety, endorser (other than as
endorser of negotiable instruments for deposit or collections
in the ordinary course of business), accommodation endorser or
otherwise, for any obligation of any other person or entity
other than the obligations of any URS Entity or any Domestic
Subsidiary.
7.5 Debt. Each URS Entity shall not, nor shall it
permit any Domestic Subsidiary or Partnership to, incur,
create, assume, or permit to exist any Debt except: (a) the
Loans and the Letters of Credit; (b) existing Debt as described
on the consolidated balance sheet of each URS Entity (and notes
thereto) dated October 31, 1994 and furnished to Wells Fargo
pursuant to Section 3.10 hereof; (c) trade Debt incurred in the
ordinary course of business, which Debt shall not be more than
sixty (60) days past due at any time, unless contested by
appropriate proceedings in good faith; (d) purchase money Debt
incurred in connection with capital expenditures which are
reasonable and necessary for the operation of such URS Entity's
business; (e) Debt incurred for the purpose of refinancing any
existing Debt secured by a lien on any asset of any URS Entity,
as long as any excess proceeds obtained by such URS Entity,
over and above the outstanding balance of the existing Debt
being refinanced, are immediately paid to Wells Fargo to pay
down the outstanding principal balance on the Note; and
(f) Debt incurred in connection with capitalized lease
obligations on equipment purchases.
7.6 Dividends; Stock Repurchases. URS shall not,
nor shall it permit any Domestic Subsidiary that is not wholly-
owned by a URS Entity to, make or declare any dividend (in
cash, securities or any other form of property) on, or other
payment or distribution on account of, any shares of any class
of the capital stock of URS or any Domestic Subsidiary, or
purchase, redeem, retire or otherwise acquire for value any of
such entity's capital stock or options or other rights in
respect thereof other than repurchases of common stock for an
aggregate purchase price of all such stock not to exceed Three
Million Dollars ($3,000,000.00) in any consecutive twelve month
period, and except that the URS Entities may declare dividends
and distributions payable only in capital stock or options to
acquire capital stock of any of the URS Entities subject to the
restrictions in Section 7.13 hereof.
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7.7 Investments. Each URS Entity shall not, nor
shall it permit any Domestic Subsidiary or Partnership to, make
or permit to remain outstanding any Investment, except (a)
Investments by each URS Entity or a Domestic Subsidiary in any
Domestic Subsidiary, subsidiary, Partnership, partnership or
joint venture through which a URS Entity or Domestic
Subsidiary, directly or indirectly, conducts any ordinary
business, and Debt permitted by Section 7.5 hereof; (b)
Investments in certificates of deposits issued by, and other
deposits with, commercial banks organized under the laws of the
United States or a State thereof having capital of at least One
Hundred Million Dollars ($100,000,000.00); (c) Investments in
short term marketable obligations of the United States of
America or any agency or instrumentality thereof, the
obligations of which are backed by the full faith and credit of
the United States, and in open market commercial paper given
the highest credit rating by a national credit agency and
maturing not more than one year from the creation thereof; (d)
current advances to suppliers in the ordinary course of each
URS Entity's or such Domestic Subsidiary's business and payable
or dischargeable in accordance with customary trade terms; (e)
endorsements of negotiable instruments in the ordinary course
of business; and (f) Capital Expenditures.
7.8 Prepayment. Each URS Entity shall not, nor
shall it permit any Domestic Subsidiary to, (a) prepay any
subordinated Debt, Debt for borrowed money, Debt secured by any
Permitted Lien, salaries or any other obligations of any URS
Entity or Domestic Subsidiary to any person or entity, or enter
into or modify any agreement as a result of which the terms of
payment of any of the foregoing Debt are waived or modified,
except prepayments to Well Fargo as permitted by this Agreement
and payments in severance of employment to any employee of a
URS Entity or Domestic Subsidiary or (b) make any principal
payment on any of the Public Debt.
7.9 Transactions With Affiliates. Each URS Entity
shall not, nor shall it permit any Domestic Subsidiary to,
directly or indirectly, enter into any transaction with or for
the benefit of an affiliate on terms more favorable to the
affiliate than would have been obtainable in arms' length
dealings. As used in this Section, (a) "affiliate" means any
person which directly or indirectly controls, is controlled by,
or is under common control with, each URS Entity, and (b)
"control" (including, with correlative meanings, "controlled
by" and "under common control with") means possession, directly
or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of voting
securities, by contract or otherwise); provided, however, that
in any event any person or affiliated group which owns directly
or indirectly five percent (5%) or more of a corporation's
securities having ordinary voting power for the election of
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directors shall be conclusively presumed to control such
corporation.
7.10 Misrepresentations. Each URS Entity shall not,
nor shall it permit any Domestic Subsidiary to, furnish Wells
Fargo any certificate or other document that will contain any
untrue statement of material fact or that will omit to state a
material fact necessary to make it not misleading in light of
the circumstances under which it was furnished.
7.11 Regulation U. Each URS Entity shall not, nor
shall it permit any Domestic Subsidiary to, directly or
indirectly apply any part of the proceeds of the Loans to the
purchasing or carrying of any "margin stock" within the meaning
of Regulation U of the Federal Reserve Board, or any
regulations, interpretations or rulings thereunder, other than
the purchase of any URS Entity's capital stock.
7.12 Partnerships. Except as set forth on Schedule 2
hereto, neither any URS Entity nor any Domestic Subsidiary
shall be a general partner or joint venturer in any Partnership
without written notice to Wells Fargo, and such partnership or
joint venture described in such notice shall thereafter be
included in the definition of "Partnership" used herein.
7.13 Subsidiary Ownership. Each URS Entity shall
not, unless required with respect to directors' qualifying
shares, directly or indirectly, sell, assign, pledge or
otherwise transfer (except to a URS Entity or a Domestic
Subsidiary) any Debt of, or claim against, a Domestic
Subsidiary or any shares of stock or securities of any other
URS Entity or a Domestic Subsidiary, and will not permit a
Domestic Subsidiary to sell, assign, pledge or otherwise
transfer (except to each URS Entity or another Domestic
Subsidiary) any Debt of, or claim against, each URS Entity or
any other Domestic Subsidiary, or any shares of stock or
securities of any other URS Entity or any other Domestic
Subsidiary.
7.14 Acquisitions. Each URS Entity shall not, nor
shall it permit any Domestic Subsidiary to, purchase or acquire
any entity other than another URS Entity or a Domestic
Subsidiary without the prior written consent of Wells Fargo.
ARTICLE VIII. EVENTS OF DEFAULT
-----------------
8.1 Events of Default. The occurrence of any of the
following events ("Events of Default"), including, but not
limited to, the events set forth in clause (h) below, shall
permit Wells Fargo, at its option and upon written notice to
each URS Entity, to (a) declare the principal of, and accrued
interest on, the Loans and the Note due and payable in full,
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whereupon the same shall immediately become due and payable;
(b) terminate the Commitment; and/or (c) exercise Wells Fargo's
rights and remedies under the Loan Documents; provided,
however, that if any of the events set forth in clause (g)
below shall occur, then the principal of and accrued interest
on the Loans and the Note, and all amounts available, but not
drawn, under outstanding Letters of Credit, shall
automatically, without any action of Wells Fargo, become
immediately due and payable in full without presentment,
demand, protest or other notice of any kind:
(a) any URS Entity shall fail to pay (i) within five (5)
days after such payment is due, any payment of
interest or fee payable hereunder or under any of the
Loan Documents, or (ii) when due, any installment of
principal payable hereunder or under any of the Loan
Documents;
(b) any URS Entity or any Domestic Subsidiary shall
revoke or repudiate its obligations to Wells Fargo
fail to observe or perform any other Obligations to
be observed or performed by it under this Agreement
or any of the Loan Documents; provided, however, that
any such failure to observe or perform which is
reasonably certain of being cured (demonstrated by
the URS Entities to the reasonable satisfaction of
Wells Fargo) may be cured within thirty (30) days of
the earlier of notice from Wells Fargo or any URS
Entity's discovery of the occurrence of such failure
to observe or perform.
(c) a default shall occur under any document or
instrument (i) evidencing any indebtedness or other
obligations owing to any of the Blum Entities or in
connection with the Public Debt, or (ii) evidencing
Debt incurred by any URS Entity or any Domestic
Subsidiary or any Partnership (other than Debt of any
Domestic Subsidiary or Partnership to each URS Entity
or to another Domestic Subsidiary or Partnership) or
under any indenture, agreement or other instrument
under which such Debt may be issued if the
indebtedness or liability under such contracts or
instruments exceeds $1,000,000 individually or (when
combined with any and all other defaulted obligations
of all URS Entities) exceeds $3,000,000 in the
aggregate, or any event shall occur under any of the
foregoing which would permit any holder or holders of
the Debt outstanding thereunder to declare the same
due and payable before its stated maturity, whether
or not such acceleration occurs or such default be
waived; provided, however, that any such default
which is reasonably certain of being cured
(demonstrated by the URS Entities to the reasonable
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satisfaction of Wells Fargo) may be cured within
thirty (30) days of the earlier of notice from Wells
Fargo or any URS Entity's discovery of such default,
but such thirty (30) day cure period shall run
concurrently with (and not in addition to) any period
of grace or cure period provided in such other
contract or instrument, including any instrument in
connection with the Public Debt;
(d) any financial statement, representation, warranty or
certificate made or furnished by Guarantor, any URS
Entity or any Domestic Subsidiary or Partnership to
Wells Fargo in connection with this Agreement or the
Loan Documents, or as inducement to Wells Fargo to
enter into this Agreement or the Loan Documents, or
in any separate statement or document to be delivered
hereunder or thereunder to Wells Fargo, shall be
materially false, incorrect, or incomplete when made;
(e) any URS Entity or any Domestic Subsidiary or
Partnership shall suffer final judgments for payment
of money aggregating for all URS Entities and all
Domestic Subsidiaries in excess of Five Hundred
Thousand Dollars ($500,000) and shall not discharge
or fully bond the same within a period of twenty (20)
days unless, pending further proceedings, execution
has not been commenced or, if commenced, has been
effectively stayed;
(f) any obligee of Subordinated Debt shall fail to comply
with the subordination provisions of the documents or
instruments evidencing such Subordinated Debt;
(g) any URS Entity or any Domestic Subsidiary or
Partnership shall institute a voluntary case seeking
liquidation or reorganization under Chapter 7 or
Chapter 11, respectively, of the United States
Bankruptcy Code, or shall consent to the institution
of an involuntary case thereunder against it; or any
URS Entity or any Domestic Subsidiary or Partnership
shall file a petition initiating or shall otherwise
institute any similar proceeding under any other
applicable federal or state law, or shall consent
thereto; or each URS Entity or any Domestic
Subsidiary or Partnership shall apply for, or by
consent or acquiescence there shall be an appointment
of, a receiver, liquidator, sequestrator, trustee, or
other officer with similar powers, of any URS Entity
or any Domestic Subsidiary or Partnership or of all
or a part of the property of any of the foregoing; or
any URS Entity or any Domestic Subsidiary or
Partnership shall make an assignment for the benefit
of creditors; or any URS Entity or any Domestic
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Subsidiary or Partnership shall admit in writing its
inability to pay its debts generally as they become
due; or, if an involuntary case shall be commenced
seeking the liquidation or reorganization of any URS
Entity or any Domestic Subsidiary or Partnership
under Chapter 7 or Chapter 11, respectively, of the
United States Bankruptcy Code, or any similar
proceeding shall be commenced against any URS Entity
or any Domestic Subsidiary or Partnership under any
other applicable federal or state law, and (i) the
petition commencing the involuntary case is not
timely controverted; (ii) the petition commencing the
involuntary case is not dismissed within sixty (60)
days of its filing; (iii) an interim trustee is
appointed to take possession of all or a portion of
the property and/or to operate all or any part of the
business of any URS Entity or any Domestic Subsidiary
or Partnership; or (iv) an order for relief shall
have been issued or entered therein; or a decree or
order of a court having jurisdiction in the premises
for the appointment of a receiver, liquidator,
sequestrator, trustee or other officer having similar
powers of each URS Entity or any Domestic Subsidiary
or Partnership, or of all or a part of the property
of any of the foregoing, shall have been entered; or
any other similar relief shall be granted against
each URS Entity or any Domestic Subsidiary or
Partnership under any applicable federal or state
law;
(h) any default or Event of Default occurs under any of
the Loan Documents;
(i) any Reportable Event occurs and continues for thirty
(30) days after written notice from Wells Fargo to
any URS Entity which Wells Fargo determines in good
faith constitutes grounds for the termination of any
Plan by the PBGC or for the appointment of a trustee
to administer any Plan, or any Plan shall be
terminated within the meaning of Title IV of ERISA or
a trustee shall be appointed to administer any Plan;
and in case of the occurrence of any of the above,
the aggregate amount of the URS Entity's liability to
the PBGC under Sections 4062, 4063 and 4064 of ERISA
as determined in good faith by Bank could exceed 5%
of consolidated tangible net worth, and such
liability of the URS Entity is not covered in full,
for the benefit of the URS Entity, by insurance.
(j) Wells Fargo shall have determined (which
determination shall be final and conclusive and shall
be binding upon each URS Entity) that one or more
conditions exist or events have occurred which, in
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Wells Fargo's reasonable judgment, might indicate, or
result in, a material adverse change in the
operations, business, property or assets of, or in
the condition (financial or otherwise) of, any URS
Entity or any Guarantor or in the ability of any URS
Entity or any Guarantor to meet in the normal course
of business its Obligations under this Agreement, the
Note or the Loan Documents; and
(k) any of the Loan Documents shall cease for any reason
to be in full force and effect or any party thereto
(other than Wells Fargo) shall purport to disavow its
Obligations thereunder, shall declare that it does
not have any further Obligations thereunder, or shall
contest the validity or enforceability thereof.
8.2 Remedies. After any acceleration, as provided
for in Section 8.1 hereof, Wells Fargo shall have, in addition
to the rights and remedies given it by this Agreement, the Note
and the Loan Documents, all those allowed by all applicable
laws.
ARTICLE IX. MISCELLANEOUS
-------------
9.1 Waiver of Jury Trial. Wells Fargo and each URS
Entity hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim arising out of or
relating to the Loan Documents or the transactions contemplated
thereby.
9.2 Waivers. Any waiver, permit, consent or
approval by Wells Fargo of any Event of Default or breach of
any provision, condition or covenant of this Agreement, the
Note or any of the Loan Documents must be in writing and shall
be effective only to the extent it is set forth in writing. No
waiver of a specific breach or Event of Default shall operate
as a waiver of any other breach or Event of Default or of the
same breach or Event of Default occurring at a later time.
9.3 Failure or Delay. No failure or delay on the
part of Wells Fargo in the exercise of any power, right or
privilege under this Agreement, the Note or any of the Loan
Documents shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or
privilege preclude other or further exercise of any other
power, right or privilege.
9.4 Setoff. In addition to any rights now or
hereafter granted under applicable law, and not by way of
limitation of any such rights, upon the occurrence of any Event
of Default Wells Fargo is hereby authorized by each URS Entity
at any time or from time to time without notice to each URS
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Entity or to any other person, including, but not limited to,
any Guarantor (any such notice being hereby expressly waived),
to set off and to appropriate and to apply any and all deposits
(general or special, including, but not limited to,
indebtedness evidenced by certificates of deposit), whether
matured or unmatured, and any other indebtedness at any time
held or owing by Wells Fargo to or for the credit or the
account of any URS Entity, against and on account of the
Obligations and liabilities of the URS Entities to Wells Fargo
under this Agreement, the Note or the Loan Documents,
including, but not limited to, all claims of any nature or
description arising out of or in connection with this
Agreement, the Note or the Loan Documents, irrespective of
whether or not (a) Wells Fargo shall have made any demand
hereunder or under any of the Loan Documents or (b) Wells Fargo
shall have declared the principal of and interest on the Loans
and the Note and other amounts due hereunder and under the Loan
Documents to be due and payable, and although said obligations
and liabilities, or any of them, shall be contingent or
unmatured.
9.5 Cumulative Rights. All rights and remedies
existing under this Agreement, the Note and the Loan Documents
are cumulative to, and not exclusive of, any rights or remedies
otherwise available under applicable law.
9.6 Severability. Any provision of this Agreement,
the Note or the Loan Documents which is prohibited or
unenforceable in any jurisdiction, shall be, only as to such
jurisdiction, ineffective to the extent of such prohibition or
unenforceability, but all the remaining provisions of this
Agreement, the Note and the Loan Documents shall remain valid.
9.7 Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of Wells Fargo and
each URS Entity and their respective successors and assigns;
provided, however, that each URS Entity may not assign or
transfer its rights or obligations under this Agreement without
the prior written consent of Wells Fargo. Wells Fargo reserves
the right to sell, assign, transfer, negotiate or grant
participations in all or any part of, or any interest in, Wells
Fargo's rights and obligations under this Agreement, the Note
and the Loan Documents, provided that any sale or assignment of
Wells Fargo's rights and obligations shall be in minimum
amounts of Five Million Dollars ($5,000,000); provided,
however, that with respect to any such sales or assignments
(but not with respect to any participations), the URS Entities
shall have the right to consent to any proposed assignee, which
consent shall not be unreasonably withheld. In connection
therewith, Wells Fargo may disclose all documents and
information which Wells Fargo now or hereafter may have
relating to the Loans the Letters of Credit, any URS Entity,
the Domestic Subsidiaries, the Partnerships, any Guarantor or
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the business of any of the foregoing entities provided that
Wells Fargo shall have obtained an agreement from any such
proposed assignee to return to Wells Fargo any nonpublic
information regarding any URS Entity supplied by Wells Fargo to
such proposed assignee.
9.8 Notices. Any notice which any URS Entity or
Wells Fargo may be required or may desire to give to the other
party under any provision of this Agreement, the Note or the
Loan Documents shall be in writing and shall be deemed to have
been given or made when transmitted by facsimile or deposited
in the mail, postage prepaid, and addressed as follows:
To each URS Entity:
c/o URS Corporation
100 California Street, Suite 500
San Francisco, CA 94111
Attention: Kent P. Ainsworth
Chief Financial Officer
Fax: (415) 398-1905
To Wells Fargo: Wells Fargo Bank, National
Association
Corporate Banking Group
420 Montgomery Street
San Francisco, California 94163
Attention: Richard R. DaCosta
Assistant Vice President
Fax: (415) 421-1352
Wells Fargo or any URS Entity may change the address or the
facsimile number to which all notices, requests and other
communications are to be sent to it by giving written notice of
such change to the other party in conformity with this Section,
but such change shall not be effective until notice of such
change has been received by the other party.
9.9 Publicity. Except as may be required by law in
connection with any regulatory filing, each URS Entity shall
not, without the prior written approval of Wells Fargo, make
any publicity release, advertisement, public statement or
announcement regarding the transactions contemplated hereby.
9.10 Costs, Expenses and Attorneys' Fees. Each URS
Entity will reimburse Wells Fargo for all reasonable costs and
expenses, including, but not limited to, reasonable attorneys'
fees and expenses (which counsel may be Wells Fargo employees),
expended or incurred by Wells Fargo in the preparation and
negotiation of this Agreement and the Loan Documents, in
amending this Agreement or the Loan Documents, in collecting
any sum which becomes due Wells Fargo on the Note or under this
Agreement or the Loan Documents, or in the protection,
perfection, preservation and enforcement of any and all rights
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of Wells Fargo in connection with this Agreement, the Note or
any of the Loan Documents, including, without limitation, the
fees and costs incurred in any out-of-court work out or a
bankruptcy or reorganization proceeding.
9.11 Securities Indemnification. Each URS Entity
will indemnify and hold Wells Fargo and each person, if any,
who controls Wells Fargo within the meaning of the Securities
Act of 1933, as amended (the "Act"), harmless against any
lawsuits, claims, damages, liabilities or expenses (including,
but not limited to, the reasonable costs of investigating and
defending against any claims therefor and any counsel fees and
expenses incurred in connection therewith), which may be based
upon the Act, any other statute or at common law on the ground,
or alleged ground, that the private placement memorandum
includes, or allegedly includes, an untrue statement of a
material fact or omits to state a material fact required to be
stated therein or necessary in order to make the statements
therein not misleading.
9.12 Counterparts. This Agreement may be executed in
any number of counterparts each of which shall be an original
with the same effect as if the signatures thereto and hereto
were upon the same instrument.
9.13 Governing Law. The validity, construction and
effect of this Agreement and the Note shall be governed by the
laws of the State of California, but giving effect to federal
laws applicable to national and federally insured banks.
9.14 Complete Agreement. This written Agreement,
together with the exhibits to this Agreement, is intended by
Wells Fargo and each URS Entity as a final expression of their
agreement and is intended as a complete statement of the terms
and conditions of their agreement. As of the Closing Date,
this Agreement shall cancel and supersede the Prior Credit
Agreement.
9.15 Collateral Release; Existing Loan Documents.
Upon the receipt by Wells Fargo of certified copies of Requests
for Information (Form UCC-3) from the appropriate governmental
entities listing all effective financing statements which name
any URS Entity or any Domestic Subsidiary as debtor and which
are filed in such jurisdictions as to which Wells Fargo and
the URS Entities shall agree, together with copies of all such
other financing statements (none of which shall evidence any
liens other than Permitted Liens), Wells Fargo shall release
and extinguish any and all of its right, title and interest,
including security interests, liens, pledges, financing
statements, encumbrances, mortgages and claims, created under
the Security Documents (as defined in the Prior Credit
Agreement) in and to the Collateral. After the receipt of such
Requests for Information regarding any URS Entity or Domestic
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Subsidiary, Wells Fargo shall execute any and all documents
prepared by any URS Entity and reasonably acceptable to Wells
Fargo, as is necessary to timely terminate all of the Security
Documents with respect to such URS Entity or Domestic
Subsidiary, including, but not limited to, UCC termination
statements. Notwithstanding such termination and release, the
Existing Guaranties, the URS Entities Subordination Agreements
and the Blum Entities Subordination Agreement remain and shall
remain in full force and effect without modification on and
after the Closing Date pursuant to the terms of reaffirmation
agreements executed on even date herewith. Subject to the
termination of the security interest as provided in this
Section 9.15, this Agreement amends and restates in its
entirety the Prior Credit Agreement; provided however, that
until receipt by Wells Fargo of such Requests for Information
in a form acceptable to Wells Fargo, the security interests,
liens and pledges created pursuant to the Prior Credit
Agreement (including, without limitation, the security
interests, liens and pledges pursuant to Article II thereof)
and any documents related thereto, and any Events of Default
(as defined in the Prior Credit Agreement) pertaining to the
Collateral (as defined in the Prior Credit Agreement) and any
remedies related thereto shall remain in full force and effect.
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IN WITNESS WHEREOF, Wells Fargo and each URS Entity have
caused this Agreement to be duly executed on the day and year
first written at the head of this Agreement.
WELLS FARGO BANK, URS CORPORATION,
NATIONAL ASSOCIATION a Delaware Corporation
By: __________________________ By: _______________________
Title: _______________________ Title: VP - CFO
URS CONSULTANTS, INC.,
a Delaware corporation
By: _______________________
Title: VP - CFO
Acknowledged and consented to as of the date first written
above:
URS CONSULTANTS, INC. - URS CONSULTANTS, INC. -
CALIFORNIA, a California COLORADO, a Colorado
corporation corporation
By: _____________________ By: _____________________
Its: VP - CFO Its: VP - CFO
URS CONSULTANTS, INC., URS CONSULTANTS, INC. -
a New York corporation FLORIDA, a Florida corporation
By: _____________________ By: ______________________
Its: VP - CFO Its: VP - CFO
URS CONSULTANTS, INC. - URS CONSULTANTS, INC. - TEXAS,
WASHINGTON, a Washington a Texas corporation
corporation
By: _______________________
By: _____________________ Its: VP - CFO
Its: VP - CFO
URS CONSULTANTS, INC. -
OHIO, an Ohio corporation
By: _____________________
Its: VP - CFO
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EXHIBIT A TO CREDIT AGREEMENT
-----------------------------
THIRD RESTATED LINE NOTE
------------------------
$15,000,000.00 San Francisco, California
May 12, 1995
1. Principal: Definitions. FOR VALUE RECEIVED, each of
the undersigned Borrowers, jointly and severally, promises to
pay to the order of Wells Fargo Bank, N.A. (herein, together
with any successor or assign who becomes holder of this Note,
called "Wells Fargo") at 420 Montgomery Street, San Francisco,
California, or at such other place as Wells Fargo may
designate, in lawful money of the United States of America, the
principal sum of Fifteen Million Dollars ($15,000,000.00), or
so much thereof as may be advanced and be outstanding, with
interest thereon as provided in Section 3 of this Note.
This is the "Note" described in Section 2.1 of that URS
Entities Third Restated Credit Agreement (the "Agreement")
dated as of the date hereof among Borrowers and Wells Fargo.
This Note is made pursuant to and is subject to the terms of
the Agreement. All capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in
the Agreement.
2. Loans. The unpaid principal balance of this
obligation at any time shall be the total amounts loaned
hereunder by Wells Fargo, less the amount of principal payments
made hereon by or for Borrowers, which balance may be endorsed
on a schedule attached hereto from time to time by Wells Fargo
and which reported balance shall be presumed correct and shall
constitute prima facie evidence of the existing balance as of
the date on the attached schedule from time to time. The
outstanding principal balance of this Note, together with all
accrued and unpaid interest thereon, shall be immediately due
and payable in full on April 30, 1997.
Loans hereunder, up to the maximum Available Commitment
hereunder from time to time, may be made by Wells Fargo up to
and including April 30, 1997, as provided in the Agreement.
All Loans hereunder may be made by Wells Fargo, subject to and
upon the terms and limitations described in Article II and the
other provisions of the Agreement, by crediting such account(s)
of any of the Borrowers as the Borrowers and Wells Fargo shall
agree from time to time, provided that Wells Fargo shall have
received a written Notice of Borrowing no later than two
Business Days prior to such Loan as provided in Section 2.4 of
the Agreement.
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Payments of the Loans shall be made pursuant to the terms
and conditions of Section 2.8 of the Agreement. Borrowers may
prepay Prime Loans only upon those terms and conditions set
forth in Section 2.6 of the Agreement.
3. Interest. The outstanding principal balance of Loans
under this Note (including any Loans for drafts paid by Wells
Fargo under any Letters of Credit from the date of such payment
by Wells Fargo until fully repaid by the Borrowers) shall bear
interest from the date there until due and payable (whether at
stated maturity, by acceleration, or otherwise), computed on
the basis of a year of three hundred and sixty (360) days,
actual days elapsed, (a) in the case of Prime Loans, at a
fluctuating rate per annum equal to the Prime Rate as from time
to time in effect, or (b) in the case of LIBOR Loans, at a rate
per annum equal to LIBOR for the applicable Interest Period
plus one and one-half percent (1.5%); provided, however, that
if the ratio of Funded Debt to EBITDA for the Borrowers on a
consolidated basis is greater than 2.0 to 1.0, the interest
rate then in effect from time to time as calculated herein and
pursuant to Section 2.2 of the Agreement shall be increased by
one-half percent (0.5%). Notwithstanding the foregoing,
overdue payments of principal (and of interest to the extent
permitted by law) on the Loans shall bear interest at a
fluctuating rate per annum equal to two percent (2%) above the
respective rates of interest otherwise applicable for such day
until such unpaid amount has been paid in full (whether before
or after judgment); provided, however, that such rate of
interest shall in no event be less than the interest rate in
effect at the time such payment was due. All interest on such
overdue payments shall be compounded monthly and be payable on
demand.
The term "Prime Rate" shall mean the rate of interest most
recently announced by Wells Fargo at its principal office in
San Francisco as its Prime Rate, with the understanding that
Wells Fargo's Prime Rate is one of its base rates and serves as
the basis upon which effective rates of interest are calculated
for those loans making reference thereto, and is evidenced by
the recording thereof in such internal publications as Wells
Fargo may designate. The Borrowers acknowledge their
understanding that the Prime Rate is not necessarily the lowest
rate charged by Wells Fargo for such loans or other loans.
Each change in the rate of interest shall become effective as
of 12:01 a.m. on the Business Day on which each change in the
Prime Rate is announced by Wells Fargo.
Interest shall be paid in lawful money of the United
States of America.
4. Default. Unless otherwise specified in the
Agreement, if any principal or interest is not paid when due
hereunder, or if any Event of Default under the Agreement or
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any other Loan Document occurs, then in any such event Wells
Fargo may declare all principal, interest and charges owing
under this Note immediately due and payable, and Wells Fargo
shall be under no obligation to make any further Loans
hereunder.
5. Costs, Expenses, etc. Pursuant to Section 9.10 of
the Agreement, the Borrowers jointly and severally promise to
pay on demand all reasonable costs and expenses, including
attorneys' fees, expended or incurred by Wells Fargo in
connection with the enforcement of this Note, the collection of
any sums due hereunder, any actions for declaratory relief in
any way related to this Note, or the protection or preservation
of any rights or security of Wells Fargo hereunder, together
with interest thereon at the same rate as then applicable to
principal under this Note.
6. Borrowers Are Not Guarantors. Each Borrower
acknowledges that, as to all other Borrowers, it is not a
guarantor or accommodation maker, but rather is jointly and
severally liable for the full indebtedness evidenced by this
Note. However, in the event that any Borrower is ever deemed
found or concluded by any court or other tribunal to be a
guarantor or accommodation maker, then such Borrower shall be
deemed to have made, and hereby does make, the following
warranties and waivers:
(a) Warranties. Each Borrower warrants that: (i) Wells
Fargo has made no representation to any Borrower as to the
creditworthiness of any other Borrower and (ii) each Borrower
has established adequate means of obtaining from each other
Borrower on a continuing basis financial and other information
pertaining to such Borrower's financial condition. Each
Borrower agrees to keep adequately informed from such means of
any fact, events or circumstances which might in any way affect
such Borrower's risks hereunder. Each Borrower further agrees
that Wells Fargo shall have no obligation to disclose to any
Borrower any information or material about any other Borrower
which is acquired by Wells Fargo in any manner. The liability
of each Borrower hereunder shall be reinstated and revived, and
the rights of Wells Fargo shall continue, if and to the extent
for any reason any amount at any time paid on account of any
obligation of any Borrower to Wells Fargo is rescinded or must
otherwise be restored by Wells Fargo, whether as a result of
any proceedings in bankruptcy or reorganization or otherwise,
all as though such amount had not been paid.
(b) Waivers.
(1) Each Borrower waives any right to require Wells
Fargo to: (1) proceed against any person, including any other
Borrower; (2) proceed against or exhaust any security held from
any Borrower or any other person; (3) give notice of the terms,
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time and place of any public or private sale of personal
property security held from any Borrower or any other person,
or otherwise comply with any other provisions of Section 9504
of the California Uniform Commercial Code; (4) pursue any other
remedy in Wells Fargo's power; or (5) make any presentments or
demands for performance, or give any notices of nonperformance,
protest, notices of protest or notices of dishonor in
connection with any obligations or evidences of indebtedness
held by Wells Fargo as security for any secured obligation or
in connection with the creation of new or additional
obligations.
(2) Each Borrower waives any defense to the
obligations hereunder based upon or arising by reason of: (1)
any disability or other defense of any other Borrower or any
other person; (2) the cessation or limitation from any cause
whatsoever, other than payment in full, of any obligation or
indebtedness of any Borrower to Wells Fargo; (3) any lack of
authority of any officer, director, agent or any other person
acting or purporting to act on behalf of any Borrower, or nay
defect in the formation of any Borrower; (4) the application by
any Borrower of the proceeds of any indebtedness incurred to
Wells Fargo for purposes other than the purposes represented by
such Borrower to Wells Fargo or intended or understood by Wells
Fargo or any Borrower; (5) any act or omission by Wells Fargo
which directly or indirectly results in or aids the discharge
of any Borrower of any obligation or indebtedness of any
Borrower to Wells Fargo by operation of law or otherwise; or
(6) any modification of any obligation or indebtedness of any
Borrower to Wells Fargo, in any form whatsoever including any
modification made after revocation hereof to any such
obligations incurred prior to such revocation, and including
without limitation the renewal, extension, acceleration or
other change in time for payment of such obligation or
indebtedness to Wells Fargo, or other change in the terms,
including any increase or decrease of the rate of interest
thereon. Until all obligations and indebtedness shall have
been paid in full, no Borrower shall have any right of
subrogation, and each Borrower waives any defense it may have
based upon any election of remedies by Wells Fargo which
destroys such Borrower's subrogation rights or such Borrower's
rights to proceed against any other Borrower for reimbursement,
including without limitation any loss of rights any Borrower
may suffer by reason of any rights, powers or remedies of any
Borrower in connection with any anti-deficiency laws or any
other laws limiting, qualifying or discharging any Borrower's
obligations. Each Borrower further waives any right to enforce
any remedy which Wells Fargo now has or may hereafter have
against any other Borrower or any other person, and waives any
benefit of, or any right to participate in any security
whatsoever now or hereafter held by Wells Fargo.
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(c) Borrower's Understandings with Respect to Waivers.
Each Borrower warrants and agrees that each of the waivers set
forth above is made with such Borrower's full knowledge of its
significance and consequences, and that under the
circumstances, each waiver is reasonable and not contrary to
public policy or law. If any of said waivers is determined to
be contrary to any applicable law or public policy, such waiver
shall be effective only to the extent permitted by law.
(d) Subordination. Any indebtedness of any Borrower
held by any other Borrower is subordinated to any obligation or
indebtedness of any Borrower to Wells Fargo pursuant to
subordination agreements as described in the Agreement and the
Loan Documents. Such indebtedness of any such Borrower to any
such other Borrower is assigned to Wells Fargo as security for
any obligation or indebtedness of any Borrower to Wells Fargo
and, if Wells Fargo requests, shall be collected and received
by such Borrower as trustee for Wells Fargo and paid over to
Wells Fargo on account of such obligation or indebtedness to
Wells Fargo but without reducing or affecting in any manner the
liability of such Borrower under the other provisions of this
Note. Any notes now or hereafter evidencing such indebtedness
of any such Borrower to any other Borrower shall be marked with
a legend that the same are subject to the lien of Wells Fargo
and, if Wells Fargo so requests, shall be delivered to Wells
Fargo. Each Borrower will, and Wells Fargo is hereby
authorized to, in the name of each such Borrower, from time to
time to execute such documents and take such actions as Wells
Fargo deems necessary or appropriate to perfect, preserve and
enforce its rights hereunder.
7. Miscellaneous.
(a) No waiver by Wells Fargo of any breach, default or
failure of condition under this Note shall be implied from any
failure of Wells Fargo to take (or any delay by Wells Fargo in
taking) action with respect to any such breach, default or
failure of condition. A waiver by Wells Fargo of any provision
of this Note must be in writing and shall be limited to its
express written terms.
(b) Each Borrower hereby waives presentment, demand,
notice of dishonor, notice of default, notice of acceleration,
notice or protest and nonpayment, and diligence in taking any
action to collect any sums owing under this Note or in
enforcing any other rights and interest in and to any
collateral securing payment of this Note.
(c) Time is of the essence with respect to every
provision hereof.
(d) This Note shall be construed and enforced in
accordance with the law of the State of California, except to
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the extent that Wells Fargo has greater rights or remedies
under Federal law, whether as a national bank or otherwise, in
which case such choice of California law shall not be deemed to
deprive Wells Fargo of such rights and remedies as may be
available under Federal law.
"BORROWERS"
URS CORPORATION,
a Delaware corporation
By: _____________________________
Title: _________________________
URS CONSULTANTS, INC.,
a Delaware corporation
By: _____________________________
Title: _______________________
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EXHIBIT B TO CREDIT AGREEMENT
-----------------------------
NOTICE OF BORROWING
-------------------
[Borrower's Letterhead]
[Date]
Wells Fargo Bank, National Association
Corporate Banking Group
420 Montgomery Street
San Francisco, CA 94163
Re: URS Entities Third Restated
Credit Agreement dated May 12, 1995
-----------------------------------
Dear Sirs:
Please be advised that pursuant to the above-referenced
agreement (the "Credit Agreement"), the undersigned hereby give
you notice that we wish to request a Loan which shall be a
[Prime Loan] [LIBOR Loan] in the amount of ___________________
_____________________ Dollars ($______________) on ___________
_________, 19___ ("Borrowing Date"). [With respect to such
LIBOR Loan, the duration of the Interest Period applicable to
such Revolving Credit Loan shall be ________________________.]
We confirm that each of the conditions relating to the
undersigned set forth in Section 4.2 of the Credit Agreement
will be satisfied on and as of the Borrowing Date of such Loan
and, specifically, that the representations and warranties set
forth in Article III of the Credit Agreement will be true on
and as of such Borrowing Date with the same effect as though
such representations and warranties had been made on and as of
the Borrowing Date.
All capitalized terms used herein shall have the meanings
ascribed to them in the Credit Agreement.
Very truly yours,
[Borrower]
By: __________________________
Notice of Borrowing
1
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EXHIBIT C TO CREDIT AGREEMENT
-----------------------------
CONTINUING STANDBY AND
WELLS FARGO BANK COMMERCIAL LETTER OF CREDIT AGREEMENT
To: WELLS FARGO BANK, N.A.
In consideration of Wells Fargo Bank, National
Association, at the request and for the account of the
undersigned Applicant, and, unless otherwise specifically
provided in any Loan Document, at the option of Wells Fargo,
issuing standby letters of credit and/or commercial letters of
credit pursuant to applications for standby letters of credit,
applications for commercial letters of credit and the terms and
conditions of this Agreement, Applicant hereby agrees that the
terms and conditions hereinafter set forth shall apply to each
such Application, to the Credit issued by Wells Fargo pursuant
to such Application, to the issuance of each such Credit, and
to transactions under each such Application, each such Credit
and this Agreement.
SECTION 1. DEFINITIONS. As used in this Agreement,
the following terms shall have the meanings set forth after
each term: "Acceptance" shall mean any time draft drawn or
made, or purported to be drawn or made, under any Credit, and
accepted for payment by Wells Fargo or by any other bank
specified by Wells Fargo to accept such time draft for payment.
"Acceptance Fee" shall mean the fee, computed at the acceptance
fee rate specified by Wells Fargo, charged by Wells Fargo when
each Acceptance is created on the amount of each Acceptance
for the time period each such Acceptance is to be outstanding.
"Agreement" shall mean this Continuing Standby and Commercial
Letter of Credit Agreement as it may be revised or amended from
time to time pursuant to its terms. "Applicant" shall mean the
person or persons or the entity or entities signing this
Agreement. "Application" shall mean an Application for Standby
Letter of Credit and/or an Application for Commercial Letter of
Credit and/or an application for amendment of a Credit or any
combination of such applications, as the context may require.
"Application for Commercial Letter of Credit" shall mean Wells
Fargo's printed form titled "Application for Commercial Letter
of Credit" or any other form acceptable to Wells Fargo on which
Applicant applies for the issuance by Wells Fargo of a
Commercial Credit. "Application for Standby Letter of Credit"
shall mean Wells Fargo's printed form titled "Application for
Standby Letter of Credit" or any other form acceptable to Wells
Fargo on which Applicant applies for the issuance by Wells
Fargo of a Standby Credit. "Beneficiary" shall mean any person
or entity named on an Application as the beneficiary or any
person or entity who is the transferee of any such beneficiary.
"Collateral" shall mean the Property, together with the
proceeds of such Property, securing any or all the obligations
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and liabilities of Applicant to Wells Fargo at any time
existing under or in connection with any Letter of Credit
Document and/or any Loan Document. "Commercial Credit" shall
mean an instrument or document titled "Irrevocable Commercial
Letter of Credit" or "Irrevocable Documentary Credit", or any
instrument or document whatever it is titled or whether or not
it is titled functioning as a commercial letter of credit,
issued under or pursuant to an Application for Commercial
Letter of Credit, and all renewals, extensions and amendments
of such instrument or document. "Commission Fee" shall mean
the fee, computed at the commission fee rate specified by Wells
Fargo, charged by Wells Fargo at the time or times specified by
Wells Fargo on the amount of each Standby Credit and on the
amount of each increase in a Standby Credit for the time period
each such Standby Credit is outstanding. "Credit" shall mean a
Standby Credit or a Commercial Credit or both as the context
may require. "Deferred Payment Fee" shall mean the fee,
computed at the deferred payment fee rate specified by Wells
Fargo, charged by Wells Fargo on the amount of each Demand
presented under a Credit providing for deferred payment of
Demands which are not time drafts, which fee will be payable
when the Demand is determined by Wells Fargo to comply with
such Credit and cover the time period from the date of such
determination to the date such Demand is payable. "Delivery
Authorization" shall mean any agreement, undertaking,
guarantee, indemnity, release, bond, letter, document or
authorization given or executed by Wells Fargo, at its option
in each case, at the request of Applicant or Applicant's agent
to or in favor of a carrier or other person or entity in order
to permit delivery to Applicant or Applicant's agent of
Property referred to in or shipped under any Credit. "Demand"
shall mean any sight or time draft (before it is accepted),
electronic or telegraphic transmission or other written demand
drawn or made, or purported to be drawn or made, under or in
connection with any Credit. "Document" shall mean any
instrument, statement, certificate or other document,
including, but not limited to, shipping documents, warehouse
receipts and policies or certificates of insurance, referred to
in or related to any Credit or required by any Credit to be
presented with any Demand. "Dollars" shall mean the lawful
currency at any time for the payment of public or private debts
in the United States of America. "Event of Default" shall mean
any of the events set forth in Section 14 of this Agreement.
"Expiration Date" shall mean the date any Credit expires.
"Guarantor" shall mean any person or entity guaranteeing the
payment and/or performance of any or all the obligations of
Applicant to Wells Fargo under or in connection with any Letter
of Credit Document and/or any Loan Document. "Holding Company"
shall mean any company or other entity controlling Wells Fargo.
"Issuance Fee" shall mean the fee, computed at the issuance fee
rate specified by Wells Fargo, charged by Wells Fargo on the
amount of each Commercial Credit and on the amount of each
increase in a Commercial Credit at the time each Commercial
Credit is issued and the time the amount of each Commercial
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Credit is increased. "Letter of Credit Document" shall mean
this Agreement, each Application, each Credit, each Demand and
each Acceptance. "Loan Document" shall mean each and any
promissory note, credit agreement, loan agreement, security
agreement, pledge agreement, guarantee or other agreement or
writing signed by Well Fargo and/or Applicant and/ or any
Guarantor relating to, evidencing or guaranteeing any loan or
other extension of credit by Wells Fargo to Applicant under or
in connection with any Letter of Credit Document. "Negotiation
Fee" shall mean the fee, computed at the negotiation fee rate
specified by Wells Fargo, charged by Wells Fargo on the amount
of each Demand when each Demand is paid or accepted. "Payment
Office" shall mean such office of Wells Fargo specified by
Wells Fargo as the office where reimbursements and other
payments under or in connection with any Letter of Credit
Document are to be made by Applicant. "Prime Rate" shall mean
the rate of interest most recently announced at Wells Fargo's
principal office in San Francisco, California as its Prime
Rate, with the understanding that the Prime Rate is one of
Wells Fargo's base rates and serves as the basis upon which
effective rates of interest are calculated for those loans
making reference thereto, and is evidenced by the recording
thereof after its announcement in such internal publication or
publications as Wells Fargo may designate. "Property" shall
mean all forms of property, whether tangible or intangible,
real, personal or mixed. "Rate of Exchange" shall mean Wells
Fargo's then current selling rate of exchange in San Francisco,
California for sales of the currency of payment of any Demand
or Acceptance, or of any fees or expenses or other amounts
payable under this Agreement, for cable transfer to the country
of which such currency is the legal tender. "Standby Credit"
shall mean an instrument or document titled "Irrevocable
Standby Letter of Credit" or "Irrevocable Standby Credit", or
any instrument or document whatever it is titled or whether or
not it is titled functioning as a standby letter of credit,
issued under or pursuant to an Application for Standby Letter
of Credit, and all renewals, extensions and amendments of such
instrument or document. "UCP" shall mean the Uniform Customs
and Practice for Documentary Credits, an International Chamber
of Commerce publication, or any substitution therefor or
replacement thereof. "Unpaid and Undrawn Balance" shall mean
at any time and from time to time the entire amount which has
not been paid by Wells Fargo under all the Credits issued for
the account of Applicant, including, but not limited to, the
amount of each Demand and Acceptance on which Wells Fargo has
not yet effected payment as well as the amount undrawn under
all such Credits. "Wells Fargo" shall mean Wells Fargo Bank,
National Association, a national banking association.
SECTION 2. HONORING DEMANDS AND DOCUMENTS.
Applicant agrees that Wells Fargo may receive, accept and
honor, as complying with the terms of any Credit, any Demand
and any Documents accompanying such Demand; provided, however,
that (a) such Demand and accompanying Documents appear on their
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face to comply substantially with the provisions of such
Credit, and (b) such Demand and accompanying Documents are, or
appear on their face to be, signed or issued by (i) a person or
entity authorized under such Credit to draw, sign or issue such
Demand and such accompanying Documents, or (ii) an
administrator, executor, trustee in bankruptcy, debtor in
possession, assignee forme benefit of creditors, liquidator,
receiver or other legal representative or successor in interest
by operation of law of any such person or entity.
Notwithstanding the preceding sentence, Applicant agrees that
(x) in consideration for Wells Fargo giving or executing a
Delivery Authorization at its option at any time, Wells Fargo
may, in its sole discretion, receive, accept and honor, as
complying with the terms of the Credit related to such Delivery
Authorization, any Demand and any Documents accompanying such
Demand which are presented under such Credit and relate to any
Property covered by such Delivery Authorization even if such
Demand or any such Document does not conform to the
requirements of such Credit or is not otherwise in order or any
other term or condition of such Credit has not been complied
with; and (y) in consideration for Wells Fargo issuing a
Commercial Credit which, at the request of Applicant and at the
option of Wells Fargo, contains provisions that (i) any Demand
made under such Credit will be honored only if and when Wells
Fargo receives written notice that the Property referred to in
the Documents accompanying such Demand has been inspected and
passed and/or released and/or approved by the United States
Food and Drug Administration or by any other state or federal
government agency or regulatory authority or by any other party
or entity, and (ii) the Documents accompanying such Demand are
to be released by Wells Fargo to Applicant or Applicant's agent
for the purpose of arranging such inspection against Applicant
or Applicant's agent signing a receipt for such Documents,
Wells Fargo may in its sole discretion honor and accept such
Demand and such Documents as complying with the terms of such
Credit without having received written notice that such
Property has been inspected and passed and/or released and/or
approved as aforesaid (1) if such Demand and accompanying
Documents appear on their face to comply substantially with all
other terms of such Credit, or Applicant has waived any failure
of such Demand or Documents to comply with the terms of such
Credit, and (11) if Applicant or Applicant's agent does not
promptly (A) sign such a receipt which is in form and substance
acceptable to Wells Fargo and (B) comply with all the terms of
such receipt and (C) arrange such inspection of such Property.
SECTION 3. REIMBURSEMENT FOR PAYMENT OF DEMANDS AND
ACCEPTANCES. Applicant agrees to reimburse Wells Fargo for all
amounts paid by Wells Fargo on each Demand and an each
Acceptance, including, but not limited to, all amounts paid by
Wells Fargo on each Demand and on each Acceptance to any
paying, accepting, negotiating or other bank. If in connection
with the issuance of any Credit, Wells Fargo agrees to pay any
other bank the amount of any payment or negotiation made by
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such other bank under such Credit upon receipt by Wells Fargo
of a cable, telex or other written telecommunication advising
Wells Fargo of such payment or negotiation, or authorizes any
other bank to debit Wells Fargo's account for the amount of
such payment or negotiation, Applicant agrees to reimburse
Wells Fargo for all such amounts paid by Wells Fargo, or
debited to Wells Fargo's account with such other bank, even if
any Demand or Document specified in Such Credit fails to arrive
in whole or in part or if, upon the arrival of any such Demand
or Document, the terms of such Credit have not been complied
with or such Demand or Document does not conform to the
requirements of such Credit or is not otherwise in order.
SECTION 4. FEES AND EXPENSES. Applicant agrees to
pay to Wells Fargo (a) all Issuance Fees, Commission Fees,
Negotiation Fees, Acceptance Fees, Deferred Payment Fees, cable
fees, amendment fees, non-usance fees and cancellation fees of,
and all out-of-pocket expenses incurred by, Wells Fargo under
or in connection with any Letter of Credit Document, and
(b) all fees and charges of banks other than Wells Fargo under
or in connection with any Letter of Credit Document if any
Application (i) does not indicate who will pay such fees and
charges, (ii) indicates that such fees and charges are to be
paid by Applicant, or (iii) indicates that such fees and
charges are to be paid by the Beneficiary and the Beneficiary
does not, for any reason whatsoever, pay such fees or charges.
There shall be no refund of any portion of any Issuance Fee or
any Commission Fee in the event any Credit is used, reduced,
amended, modified or terminated before its Expiration Date and
there shall be no refund of any portion of any Acceptance Fee
or Deferred Payment Fee if any Acceptance or deferred payment
Demand is reimbursed by Applicant before it matures.
SECTION 5. DEFAULT INTEREST. Unless otherwise specified
in any Loan Document or on an Application and agreed to by
Wells Fargo, all amounts to be reimbursed by Applicant to Wells
Fargo pursuant to Section 3 of this Agreement and all fees and
expenses to be paid by Applicant to Wells Fargo pursuant to
Section 4 of this Agreement, and all other amounts due from
Applicant to Wells Fargo under or in connection with the Letter
of Credit Documents, will bear interest (to the extent
permitted by law), payable on demand, from the date Wells Fargo
paid the amounts to be reimbursed or the date such fees,
expenses and other amounts were due until such amounts are
reimbursed in full or such fees, expenses and other amounts are
paid in full, at that interest rate per annum, calculated for
the actual days elapsed in a year of 360 days, which is two
percent (2%) above the Prime Rate in effect from time to time.
SECTION 6. TIME AND METHOD OF REIMBURSEMENT AND
PAYMENT. Unless otherwise specified in this Section 6, in any
Loan Document or on an Application and agreed to by Wells
Fargo, all amounts to be reimbursed by Applicant to Wells Fargo
pursuant to Section 3 of this Agreement, all fees and expenses
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to be paid by Applicant to Wells Fargo pursuant to Section 4 of
this Agreement, all interest due to Wells Fargo pursuant to
Section 5 of this Agreement, and all other amounts due to Wells
Fargo from Applicant under or in connection with the Letter of
Credit Documents will be reimbursed or paid at the Payment
Office in Dollars in immediately available funds without setoff
or counterclaim on demand or, at Wells Fargo's option, by Wells
Fargo debiting any of Applicant's accounts with Wells Fargo
without presentment, protest, demand for reimbursement or
payment, notice of dishonor or any other notice whatsoever, all
of which are hereby expressly waived by Applicant. Such debit
will be made (a) at the time each Demand is paid by Wells Fargo
or on the maturity of each Acceptance, or if earlier, at the
time each amount is paid by Wells Fargo to any paying,
accepting, negotiating or other bank, (b) at the time each fee
and expense referenced in Section 4 of this Agreement is to be
paid, (c) at the time interest is due to Wells Fargo pursuant
to Section 5 of this Agreement, and (d) at the time each other
amount is due under or in connection with the Letter of Credit
Documents. If any Demand or Acceptance or any fee, expense,
interest or other amount payable under or in connection with
the Letter of Credit Documents is payable in a currency other
than Dollars, Applicant agrees to reimburse Wells Fargo for all
amounts paid by Wells Fargo on such Demand and on such
Acceptance, and/or to pay Wells Fargo all such fees, expenses,
interest and other amounts, in one of the three following ways,
as determined by Wells Fargo in its sole discretion in each
case: (i) at such place as Wells Fargo shall direct, in such
other currency, or (ii) at the Payment Office in the Dollar
equivalent of the amount of such other currency calculated at
the Rate of Exchange on the date determined by Wells Fargo in
its sole discretion, or (iii) at the Payment Office in the
Dollar equivalent, as determined by Wells Fargo (which
determination shall be deemed correct absent manifest error),
of such fees, expenses, interest or other amounts or of the
actual cost to Wells Fargo of paying such Demand or Acceptance.
SECTION 7. AGREEMENTS OF APPLICANT. Applicant
agrees that (a) unless otherwise specifically provided in any
Loan Document, Wells Fargo shall not be obligated at any time
to issue any Credit for the account of Applicant; (b) unless
otherwise specifically provided in any Loan Document, if any
Credit is issued by Wells Fargo for the account of Applicant,
Wells Fargo shall not be obligated to issue any further Credit
for the account of Applicant or to make other extensions of
credit to Applicant or in any other manner to extend any
financial consideration to Applicant; (c) Wells Fargo has not
given Applicant any legal or other advice with regard to any
Letter of Credit Document or Loan Document; (d) if Wells Fargo
at any time discusses with Applicant the wording for any
Credit, any such discussion will not constitute legal or other
advice by Wells Fargo or any representation or warranty of
Wells Fargo that any wording or Credit will satisfy Applicant's
needs; (e) Applicant is responsible for the wording of each
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Credit, including, but not limited to, any drawing conditions,
and will not rely on Wells Fargo in any way in connection with
the wording of any Credit or the structuring of any transaction
related to any Credit; (f) Applicant and not Wells Fargo is
responsible for entering into the contracts relating to the
Credits between Applicant and the Beneficiaries and for causing
Credits to be issued; (g) Wells Fargo may, as Wells Fargo deems
appropriate, modify or alter and use in any Credit the
terminology contained on the Application for such Credit;
(h) unless the Application for a Credit specifies whether the
Documents to be presented with a Demand under such Credit must
be sent to Wells Fargo in one parcel or in two parcels or may
be sent to Wells Fargo in any number of parcels, Wells Fargo
may, if it so desires, make such determination and specify in
the Credit whether such Documents must be sent in one parcel or
two parcels or may be sent in any number of parcels: (i) Wells
Fargo shall not be deemed the agent of Applicant, any
Beneficiary or any other use of any credit, and neither
Applicant, nor any Beneficiary nor any other user of any Credit
shall be deemed an agent of Wells Fargo; (j) Applicant will
promptly examine all Documents and each Credit if and when they
are delivered to Applicant by Wells Fargo and, in the event of
any claim of noncompliance of any Documents or any Credit with
Applicant's instructions or any Application, or in the event of
any other irregularity, will promptly notify Wells Fargo in
writing of such noncompliance or irregularity, Applicant being
conclusively deemed to have waived any such claim of
noncompliance or irregularity unless such notice is given
promptly; (k) all directions and correspondence relating to any
Letter of Credit Document are to be sent at the risk of
Applicant; (1) if any Credit has a provision concerning the
automatic extension of the Expiration Date of such Credit,
Wells Fargo may, at its sole option, give notice of nonrenewal
of such Credit and if Applicant does not at any time want such
Credit to be renewed Applicant will so notify Wells Fargo at
least fifteen (15) calendar days before Wells Fargo is to
notify the Beneficiary of such Credit or any advising bank of
such nonrenewal pursuant to the terms of such Credit;
(m) Applicant will not seek to obtain, apply for, or acquiesce
in any temporary restraining order, restraining order,
preliminary injunction, permanent injunction or any type of
pretrial or permanent injunctive relief or any similar relief,
however named, restraining, prohibiting or enjoining Wells
Fargo, any of Wells Fargo's correspondents or any advising,
confirming, negotiating, paying, accepting or other bank from
paying or negotiating any Demand or creating or paying any
Acceptance or honoring any other obligation under or in con-
nection with any Credit; and (n) except for any of Applicant's
obligations which are specifically affected by the actions
referred to in subsection (vi) of this Section 7(n),
Applicant's obligations under or in connection with each Letter
of Credit Document and each Loan Document shall be absolute,
unconditional and irrevocable, and shall be performed strictly
in accordance with the terms of each such Letter of Credit
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Document and each such Loan Document under all circumstances
whatsoever, including, but not limited to, the following
circumstances and the circumstances listed in Section 13(b)
through (bb) of this Agreement: (i) any lack of validity or
enforceability of any Letter of Credit Document, any Loan
Document, any Document or any agreement relating to any Letter
of Credit Document, any Loan Document or any Document; (ii) any
amendment of or waiver relating to, or any consent to or
departure from, any Letter of Credit Document, any Loan
Document or any Document; (iii) any release or substitution at
any time of any Property which may be held as Collateral;
(iv) the existence of any claim, set-off, defense or other
right which Applicant may have at any time against Wells Fargo
or any Beneficiary (or any person or entity for whom any
Beneficiary may be acting) or any other person or entity,
whether under or in connection with any Letter of Credit
Document, any Loan Document, any Document or any Property
referred to in or related to any Letter of Credit Document, any
Loan Document or any Document or under or in connection with
any unrelated transaction; (v) any breach of contract or other
dispute between or among any two or more of Applicant, Wells
Fargo, any Beneficiary, any transferee of any Beneficiary, any
person or entity for whom any Beneficiary or any transferee of
any Beneficiary may be acting, or any other person or entity;
or (vi) any delay, extension of time, renewal, compromise or
other indulgence granted or agreed to by Wells Fargo with or
without notice to, or approval by, Applicant in respect of any
of Applicant's indebtedness or other obligations to Wells Fargo
under or in connection with any Letter of Credit Document or
any Loan Document.
SECTION 8. COMPLIANCE WITH LAWS AND REGULATIONS.
Applicant represents and warrants to Wells Fargo that no
Application, Credit or transaction under any Application and/or
any Credit will contravene any law or regulation of the govern-
ment of the United States or any state thereof. Applicant
agrees (a) to comply with all federal, state and foreign
exchange regulations and other government laws and regulations
now or hereafter applicable to any Letter of Credit Document,
to any payments under or in connection with any Letter of
Credit Document, to each transaction under or in connection
with any Letter of Credit Document, or to the import, export,
shipping or financing of the Property referred to in or shipped
under or in connection with any Credit, and (b) to reimburse
Wells Fargo for such amounts as Wells Fargo may be required to
expend as a result of such laws or regulations, any change in
such laws or regulations or any change in the interpretation of
such laws or regulations by any court or administrative or
government authority charged with the administration of such
laws or regulations.
SECTION 9. TAXES, RESERVES AND CAPITAL ADEQUACY
REQUIREMENTS. In addition to, and notwithstanding, any other
provision of any Letter of Credit Document or any Loan
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Document, in the event that any law, treaty, rule, regulation,
guideline, request, order, directive or determination (whether
or not having the force of law) of or from any government
authority, including, but not limited to, any court, central
bank or government regulatory authority, or any change therein
or in the interpretation or application thereof, (a) does or
shall subject Wells Fargo to any tax of any kind whatsoever
with respect to the Letter of Credit Documents or the Loan
Documents, or change the basis of taxation of payments to Wells
Fargo of any amount payable thereunder (except for changes in
the rate of tax on the net income of Wells Fargo); or (b) does
or shall impose, modify or hold applicable any reserve, special
deposit, assessment, compulsory loan, Federal Deposit Insurance
Corporation insurance or similar requirement against assets
held by, deposits or other liabilities in or for the account
of, advances or loans by, other credit extended by or any other
acquisition of funds by, any office of Wells Fargo; or (c) does
or shall impose, modify or hold applicable any capital adequacy
requirements (whether or not having the force of law); or
(d) does or shall impose on Wells Fargo any other condition,
and the result of any of the forgoing is (i) to increase the
cost to Wells Fargo of issuing or maintaining any Credit or of
performing any transaction under any Letter of Credit Document
or any Loan Document, or (ii) to reduce any amount receivable
by Wells Fargo under any Letter of Credit Document or any Loan
Document, or (III) to reduce the rate of return on the capital
of Wells Fargo or the Holding Company to a level below that
which Wells Fargo or the Holding Company could have achieved
but for any imposition, modification or application of any
capital adequacy requirement (taking into consideration the
policy of Wells Fargo or the Holding Company, as the case may
be, with respect to capital adequacy), and any such increase or
reduction is material (as determined by Wells Fargo in its sole
discretion); then, in any such case, Applicant agrees to pay to
Well Fargo such amount or amounts as may be necessary to
compensate Wells Fargo or the Holding Company for (1) any such
additional cost, (2) any reduction in the amount received by
Wells Fargo under any Letter of Credit Document or any Loan
Document, or (3) to the extent allocable (as determined by
Wells Fargo in its sole discretion) to any Letter of Credit
Document or any Loan Document, any reduction in the rate of
return on the capital of Wells Fargo or the Holding Company.
SECTION 10. COLLATERAL. In addition to, and not in
substitution for, any Property delivered, conveyed, transferred
or assigned to Wells Fargo under any Loan Document as security
for any or all of the obligations and liabilities of Applicant
to Wells Fargo at any time existing under or in connection with
any Letter of Credit Document or any Loan Document, Applicant
grants to Wells Fargo a security interest in and to the
following Collateral, whether or not any such Collateral is in
Wells Fargo's possession or control or in the possession or
control of Wells Fargo's agents or correspondents or in transit
to, or set apart for, Wells Fargo or any of Wells Fargo's
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agents or correspondents: (a) with respect to each Commercial
Credit and until such time as all the obligations and
liabilities of Applicant to Wells Fargo at any time existing
under or in connection with each Commercial Credit and the
Letter of Credit Documents and Loan Documents related to such
Commercial Credit have been fully paid and discharged, all as
security for such obligations and liabilities, (i) all Property
referred to in each Commercial Credit or at any time shipped
under or pursuant to each Commercial Credit or in any way
related to each Commercial Credit or to any Demand made or
Acceptance created under each Commercial Credit, whether or not
Wells Fargo receives the Documents covering such Property or
releases such Documents to Applicant on trust or bailee receipt
or otherwise, (ii) all Documents accompanying any Demand made
under each Commercial Credit, and (iii) all the proceeds of the
Property and the Documents referred to in subsections (i) and
(ii) of this Section 10(a); and (b) with respect to all the
Credits and until such time as all the obligations and
liabilities of Applicant to Wells Fargo at any time existing
under or in connection with each Letter of Credit Document and
each Loan Document have been fully paid and discharged, all as
security for such obligations and liabilities, (I) all the
property, claims, demands, right, title and interest of
Applicant in and to the balance of every deposit account of
Applicant with Wells Fargo now or at any time hereafter
existing, and all evidences of such deposit accounts, (ii) all
Property belonging to Applicant or in which Applicant may have
an interest, now or at any time hereafter delivered, conveyed,
transferred, assigned, pledged or paid to Wells Fargo or its
agents or correspondents in any manner whatsoever, whether as
security or for safekeeping or otherwise, including, but not
limited to, any items received for collection or transmission,
and the proceeds of such items, whether or not such Property is
in whole or in part released to Applicant on trust or bailee
receipt or otherwise, and (III) where more than one person or
entity is an Applicant, all right, title and interest of each
Applicant in and to all the Property which any Applicant may
now or hereafter obtain as security for the obligations of the
other Applicants or Applicant to such Applicant arising under
or in connection with the transaction to which any Credit
relates. Further, in addition to, and not in substitution for,
any Property delivered, conveyed, transferred or assigned to
Wells Fargo under any Loan Document as security for any or all
of the obligations and liabilities of Applicant to Wells Fargo
at any time existing under or in connection with any Letter of
Credit Document or any Loan Document, Applicant agrees to
deliver, convey, transfer and assign to WElls Fargo, on demand,
as security, Property of a value and character satisfactory to
Wells Fargo (x) if Wells Fargo at any time feels insecure about
Applicant's ability or willingness to repay any amounts which
WElls Fargo has paid or may pay in the future on any Demand or
Acceptance or in honoring any other obligation of Wells Fargo
under or in connection with any Credit, or (y) without limiting
the generality of the foregoing subsection (x), if any
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temporary restraining order, restraining order, preliminary
injunction, permanent injunction or any type of pretrial or
permanent injunctive relief or any similar relief, however
named, is obtained restraining, prohibiting or enjoining Wells
Fargo, any of Wells Fargo's correspondents or any advising,
confirming, negotiating, paying, accepting or other bank from
paying or negotiating any Demand or creating or paying any
Acceptance or honoring any other obligation under or in
connection with any Credit. Applicant agrees that the receipt
by Wells Fargo or any of Wells Fargo's agents or correspondents
at any time of any kind of security, including, but not limited
to, cash, shall not be deemed a waiver of any of Wells Fargo's
rights or powers under this Agreement. Applicant agrees to
sign and deliver to Wells Fargo on demand of Wells Fargo all
such deeds of trust, security agreements, financing statements
and other documents as Wells Fargo shall at any time request
which are necessary or desirable (in the sole opinion of Wells
Fargo) to grant to Wells Fargo an effective and perfected
security interest in and to any or all of the Collateral.
Applicant agrees to pay all filing and recording fees related
to the perfection of any security interests granted to Wells
Fargo in accordance with this Section 10. Applicant hereby
agrees that any or all of the Collateral may be held and
disposed of by Wells Fargo as provided in this Agreement. Upon
any transfer, sale, delivery, surrender or endorsement of any
Document or Property which is or was part of the Collateral,
Applicant will indemnify and hold Wells Fargo and Wells Fargo's
agents and correspondents harmless from and against each and
every claim, demand, action or suit which may arise against
Wells Fargo or any such agent or correspondent by reason of
such transfer, sale, delivery, surrender or endorsement.
SECTION 11. LICENSES AND INSURANCE FOR PROPERTY.
Applicant agrees (a) to procure promptly any necessary import,
export or other licenses for the import, export or shipping of
the Property referred to in or shipped under, pursuant to or in
connection with any Commercial Credit; (b) to furnish such
instruments, certificates and other documents as Wells Fargo
may at any time require with respect to such import, export or
other licenses and with respect to the compliance by Applicant
with all federal, state and foreign government laws,
regulations, guidelines, requests, directives and/or
determinations with regard to the import, export, shipping and
financing of the Property referred to in or shipped under,
pursuant to or in connection with any Commercial Credit; (c) to
keep such Property adequately covered by insurance in amounts,
against risks and with companies satisfactory to Wells Fargo;
(d) to assign the policies or certificates of insurance to
Wells Fargo, or to make the loss or adjustment, if any, payable
to Wells Fargo, at its option; and (e) to furnish to Wells
Fargo, upon demand of Wells Fargo, evidence of such insurance
and/or evidence of acceptance by the insurers of the assignment
of such policies or certificates of insurance. Should the
insurance on any Property referred to in or shipped under,
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pursuant to or in connection with any Commercial Credit for any
reason be unsatisfactory to Wells Fargo, Wells Fargo may, at
Applicant's expense, obtain insurance satisfactory to Wells
Fargo.
SECTION 12. INDEMNIFICATION. Except to the extent caused
by Wells Fargo's lack of good faith, and notwithstanding any
other provision of this Agreement, Applicant agrees to
reimburse and indemnify Wells Fargo for (a) all amounts paid by
Wells Fargo to any person or entity under or in connection with
any Delivery Authorization; (b) all amounts paid by Wells Fargo
to any Beneficiary under or in connection with any guarantee or
similar undertaking issued by such Beneficiary to a third party
at the request of Applicant, whether such request is
communicated directly by Applicant or through Wells Fargo to
such Beneficiary; and (c) all damages, losses, liabilities,
actions, claims, suits, penalties, judgments, obligations,
costs or expenses, of any kind whatsoever and howsoever caused,
including, but not limited to, attorneys' fees and interest,
paid, suffered or incurred by, or imposed upon, Wells Fargo
directly or indirectly arising out of or in connection with
(i) any Letter of Credit Document, any Loan Document, any
Document or any Property referred to in or related to any
Credit; (ii) the issuance of any Credit; (iii) the transfer of
any Credit; (iv) any Delivery Authorization; (v) any guarantee
or similar undertaking, or any transactions thereunder, issued
by any Beneficiary to a third party at the request of
Applicant, whether such request is communicated directly by
Applicant or through Wells Fargo to such Beneficiary; (vi) any
communication made by Wells Fargo, on the instructions of
Applicant, to any Beneficiary requesting that such Beneficiary
issue a guarantee or similar undertaking to a third party or
the issuance of any such guarantee or similar undertaking;
(vii) the collection of any amounts owed to Wells Fargo by
Applicant under or in connection with any Letter of Credit
Document or any Loan Document; (viii) the foreclosure against,
or other enforcement of, any Collateral; (ix) the protection,
exercise or enforcement of Wells Fargo's rights and remedies
under or in connection with any Letter of Credit Document or
any Loan Document; (x) any court decrees or orders, including,
but not limited to, temporary restraining orders, restraining
orders, preliminary injunctions, permanent injunctions or any
type of pretrial or permanent injunctive relief or any similar
relief, however named, restraining, prohibiting or enjoining or
seeking to restrain, prohibit or enjoin Wells Fargo, any of
Wells Fargo'$ correspondents or any advising, confirming,
negotiating, paying, accepting or other bank from paying or
negotiating any Demand or creating or paying any Acceptance or
honoring any other obligation under or in connection with any
Credit; or (xi) any Credit being governed by laws or rules
other than the UCP in effect on the date such Credit is issued.
The indemnity provided in this Section 12 will survive the
termination of this Agreement and the expiration or
cancellation of any or all the Credits.
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SECTION 13. LIMITATION OF LIABILITY. Notwithstand-
ing any other provision of this Agreement, neither Wells Fargo
nor any of its agents or correspondents will have any liability
to Applicant for any action, neglect or omission, if done in
good faith, under or in connection with any Letter of Credit
Document, Loan Document or Credit, including, but not limited
to, any issuance or amendment of any Credit, the failure to
issue or amend any Credit, or the honoring or dishonoring of
any Demand under any Credit, and such good faith action,
neglect or omission will bind the Applicant. Notwithstanding
any other provision of any Letter of Credit Document, in no
event shall Wells Fargo, its officers or directors be liable or
responsible, regardless of whether any claim is based on
contract or tort, for (a) any special, consequential, indirect
or incidental damages, including, but not limited to, lost
profits, arising out of or in connection with the issuance of
any Credit or any action taken or not taken by Wells Fargo in
connection with any Letter of Credit Document, any Loan
Document or any Document or Property referred to in or related
to any Credit; (b) the honoring of any Demand or Acceptance in
accordance with any order or directive of any court or
government or regulatory body or entity requiring such honor
despite any temporary restraining order, restraining order,
preliminary injunction, permanent injunction or any type of
pretrial or permanent injunctive relief or any similar relief,
however named, restraining, prohibiting or enjoining such
honor; (c) the use which may be made of any Credit; (d) the
validity of any purported transfer of any Credit or the
identity of any purported transferee of any Beneficiary; (e)
any acts or omissions of any Beneficiary or any other user of
any Credit; (f) the existence, character, quality, quantity,
condition, packing, value or delivery of the Property referred
to in or related to any Credit or purporting to be represented
by any Document; (g) any difference in the character, quality,
quantity, condition or value of the Property referred to in or
related to any Credit or purporting to be represented by any
Document from that expressed in any Credit or any Document;
(h) the time, place, manner or order in which shipment is made
of, or the failure or omission to ship, or the partial or
incomplete shipment of, any or all of the Property referred to
in or related to any Credit or any Document; (i) the form,
validity, sufficiency, correctness, genuineness or legal effect
of any Demand or any Document, or of any signatures or
endorsements on any Demand or Document, even if any Demand or
any Document should in fact prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (j) any deviation
from instructions, delay, default or fraud by the shipper or
anyone else in connection with any Document or any Property
referred to in or related to any Credit or the shipping of any
such Property; (k) any delay in giving or failure to give any
notice, including, but not limited to, notice of arrival of any
Property referred to in or related to any Credit or any
Document; (1) any delay in arrival or failure to arrive of any
-13-
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Property referred to in or related to any Credit or any
Document; (m) any breach of contract between the shippers or
vendors and the consignees or buyers; (n) the character,
adequacy, validity or genuineness of any insurance or the
solvency or responsibility of any insurer of any risk; (o) the
solvency of any person or entity issuing any Document or the
responsibility of any such person or entity for, or the
relationship of any such person or entity to, any Property
referred to in or related to any Document; (p) payment or
acceptance by Wells Fargo of any Demand when the Demand and any
Documents which accompany such Demand appear on their face to
comply substantially with the terms of the Credit to which they
relate or dishonor by Wells Fargo of any Demand when the Demand
and any Documents which accompany such Demand do not strictly
comply on their face with the terms of the Credit to which they
relate; (q) the failure of any Demand or Document to bear any
reference or adequate reference to the Credit to which it
relates; (r) the failure of any Document to accompany any
Demand; (s) the failure of any person or entity to note the
amount of any Demand on the Credit to which it relates or on
any Document; (t) the failure of any person or entity to
surrender or take up any Credit; (u) the failure of any
Beneficiary to comply with the terms of any Credit or to meet
the obligations of such Beneficiary to Applicant; (v) the
failure of any person or entity to send or forward Documents if
and au required by the terms of any Credit; (w) any errors,
inaccuracies, omissions, interruptions or delays in
transmission or delivery of any messages, directions or
correspondence by mail, cable, telegraph, wireless or
otherwise, whether or not they are in cipher; (x) any notice of
nonrenewal of a Credit sent by Wells Fargo not being received
on time or at any time by the Beneficiary of such Credit;
(y) any inaccuracies in the translation of any messages,
directions or correspondence, (z) any Beneficiary's use of the
proceeds of any Demand or Acceptance; (aa) any Beneficiary's
failure to repay to Wells Fargo or Applicant the proceeds of
any Demand or Acceptance if the terms of any Credit require
such repayment; (bb) any act, error, neglect, default,
negligence, gross negligence, omission, willful misconduct,
lack of good faith, insolvency or failure in business of any of
Wells Fargo's agents or correspondents or of any advising,
confirming, negotiating, paying, accepting or other bank. The
occurrence of any one or more of the contingencies referred to
in the preceding sentence shall not affect, impair or prevent
the vesting of any of Wells Fargo's rights or powers under this
Agreement or any Loan Document or Applicant's obligation to
make reimbursement or payment to Wells Fargo under this
Agreement or any Loan Document. The provisions of this Section
13 will survive the termination of this Agreement and any Loan
Documents and the expiration or cancellation of any or all the
Credits.
SECTION 14. EVENTS OF DEFAULT. Applicant agrees
that each of the following shall constitute an Event of Default
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under this Agreement: (a) Applicant's or any Guarantor's
failure to pay any principal, interest, fee or other amount
when due under or in connection with any Letter of Credit
Document or any Loan Document; (b) Applicant's failure to
deliver to Wells Fargo Property of a value and character
satisfactory to Wells Fargo at any time Wells Fargo has
demanded security from Applicant pursuant to Section 10 of this
Agreement; (c) the occurrence and continuance of any default or
defined event of default under any Loan Document or any other
agreement, document or instrument signed or made by Applicant
or any Guarantor in favor of Wells Fargo; (d) Applicant's or
any Guarantor's failure to perform or observe any term,
covenant or agreement contained in this Agreement or any Loan
Document (other than those referred to in subsections (a), (b)
and (c) of this Section 14), or the breach of any other
obligation owed by Applicant or any Guarantor to Wells Fargo,
and any such failure or breach shall be impossible to remedy or
shall remain unremedied for thirty (30) calendar days after
such failure or breach occurs; (e) any representation, warranty
or certification made or furnished by Applicant or any
Guarantor under or in connection with any Letter of Credit
Document, any Loan Document or any Collateral, or as an
inducement to Wells Fargo to enter into any Letter of Credit
Document or any Loan Document or to accept any Collateral,
shall be materially false, incorrect or incomplete when made;
(f) any material provision of this Agreement or any Loan
Document shall at any time for any reason cease to be valid and
binding on Applicant or any Guarantor or shall be declared to
be null and void, or the validity or enforceability thereof
shall be contested by Applicant, any Guarantor or any
government agency or authority, or Applicant or any Guarantor
shall deny that it has any or further liability or obligation
under this Agreement or any Loan Document; (g) Applicant's or
any Guarantor's failure to pay or perform when due any
indebtedness or other obligation of Applicant or such Guarantor
to any person or entity other than Wells Fargo if such failure
gives the payee of such indebtedness or the beneficiary of the
performance of such obligation the right to accelerate the time
of payment of such indebtedness or the performance of such
obligation; (h) any guarantee of, or any security covering, any
indebtedness of Applicant to Wells Fargo arising under or in
connection with any Letter of Credit Document or any Loan
Document fails to be in full force and effect at any time;
(i) any adverse change deemed material by Wells Fargo occurs in
the financial condition of Applicant or any Guarantor;
(j) Applicant or any Guarantor suspends the transaction of its
usual business or is expelled or suspended from any exchange;
(k) Applicant or any Guarantor dies or is incapacitated;
(1) Applicant or any Guarantor dissolves or liquidates;
(m) Applicant or any Guarantor is generally not paying its
debts as they become due; (n) Applicant or any Guarantor
becomes insolvent, however such insolvency may be evidenced, or
makes any general assignment for the benefit of creditors;
(o) a petition is filed by or against Applicant or any
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Guarantor seeking the liquidation or reorganization of
Applicant or Guarantor under Bankruptcy Reform Act, Title 11 of
the Untied States Code, as amended or recodified from time to
time, or a similarly action is brought by or against Applicant
or any Guarantor under any federal, state or foreign law; (p) a
proceeding is instituted by or against Applicant or any
Guarantor for any relief under any bankruptcy, insolvency or
other law relating to the relief of debtors, reorganization,
readjustment or extension of indebtedness or composition with
creditors; (q) a custodian or a receiver is appointed for, or a
writ or order of attachment, execution or garnishment is
issued, levied or made against, any of the Property or assets
of Applicant or any Guarantor; (r) an application is made by
any judgment creditor of Applicant or any Guarantor for an
order directing Wells Fargo to pay over money or to deliver
other Property of Applicant or such Guarantor; or (s) any
government authority or any court takes possession of any
substantial part of the Property or assets of Applicant or any
Guarantor or assumes control over the affairs of Applicant or
any Guarantor.
SECTION 15. REMEDIES: Upon the occurrence and
continuance of any Event of Default, Wells Fargo may, as it may
at any time during the term of this Agreement, exercise its
rights under Section 7 of this Agreement and refuse to issue
any Credit or Credits for the account of Applicant, and all
amounts paid by Wells Fargo on any Demand or Acceptance which
have not previously been repaid to Wells Fargo, together with
all interest on such amounts, and the Unpaid and Undrawn
Balance, if any, shall automatically be owing by Applicant to
Wells Fargo and shall be due and payable by Applicant on
demand. Applicant agrees that upon payment of the Unpaid and
Undrawn Balance to Wells Fargo Applicant shall have no further
legal or equitable interest therein, and that Wells Fargo will
not be required to segregate on its books or records the Unpaid
and Undrawn Balance paid by Applicant. After Wells Fargo
receives the Unpaid and Undrawn Balance, Wells Fargo agrees to
pay to Applicant upon termination of all of Wells Fargo's
liability under all the Credits, Demands and Acceptances, a sum
equal to the amount which has not been drawn under all the
Credits less all amounts due and owing to Wells Fargo from
Applicant under or in connection with the Letter of Credit
Documents and the Loan Documents. Further, upon the occurrence
and continuance of any Event of Default, Wells Fargo may sell
immediately, without demand for payment, advertisement or
notice to Applicant, all of which are hereby expressly waived,
any and all Collateral, received or to be received, at private
sale or public auction or at brokers' board or upon any
exchange or otherwise, at Wells Fargo's option, in such parcel
or parcels, at such time or times, at such place or places, for
such price or prices and upon such terms and conditions as
Wells Fargo may deem proper, and Wells Fargo may apply the net
proceeds of such sale or sales, together with any deposit
balances and any sums credited by or due from Wells Fargo to
-16-
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Applicant in a general account or otherwise, to the payment of
any and all obligations and liabilities due to Wells Fargo by
Applicant under or in connection with the Letter of Credit
Documents and the Loan Documents, all without prejudice to the
rights of Wells Fargo against Applicant with respect to any and
all such obligations and liabilities which may be or remain
unpaid. If any sale pursuant to the preceding sentence be at
brokers' board or at public auction or upon any exchange, Wells
Fargo may itself be a purchaser such sale free from any right
of redemption, which Applicant hereby expressly waives and
releases. All rights and remedies of Wells Fargo existing
under the Letter of Credit Documents and the Loan Documents are
in addition to, and not exclusive of, any rights or remedies
otherwise available to Wells Fargo under applicable law.
SECTION 16. SETOFF. In addition to any rights now
or hereafter granted under applicable law, and not by way of
limitation of any such rights, upon the occurrence and
continuance of any Event of Default, Wells Fargo is hereby
authorized by Applicant at any time or from time to time,
without notice to Applicant or to any other person (any such
notice being hereby expressly waived by Applicant) to set off
and to appropriate and to apply any and all deposits (general
or special, including, but not limited to, indebtedness
evidenced by certificates of deposit), whether matured or
unmatured, and any other indebtedness at any time held or owing
by Wells Fargo to or for the credit or the account of
Applicant, against and on account of the obligations and
liabilities of Applicant to Wells Fargo under or in connection
with any of the Letter of Credit Documents or the Loan
Documents, irrespective of whether or not Wells Fargo shall
have made any demand for payment of any or all such obligations
and liabilities or declared any or all such obligations and
liabilities to be due and payable, and although any or all such
obligations and liabilities shall be contingent or unmatured.
SECTION 17. WAIVERS. Applicant agrees that no
delay, extension of time, renewal, compromise or other
indulgence which may occur or be granted by Wells Fargo under
any Letter of Credit Document or any Loan Document from time to
time shall impair Wells Fargo's rights or powers under this
Agreement or any Application. Wells Fargo shall not be deemed
to have waived any of its rights under this Agreement or any
Application unless such waiver is in writing signed by an
authorized representative of Wells Fargo. No such waiver,
unless expressly provided in such waiver, shall be effective as
to any transactions which occur subsequent to the date of such
waiver, or as to any continuance of any Event of Default after
such waiver. No amendment or modification of this Agreement
shall be effective unless such amendment or modification is in
writing signed by authorized representatives of Wells Fargo and
Applicant.
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SECTION 18. AMENDMENTS AND MODIFICATIONS TO CREDITS.
At the request or with the consent of Applicant and without
affecting the obligations of Applicant under this Agreement,
Wells Fargo may, but will not be obligated to, (a) increase the
amount of any Credit, (b) extend the time for, and amend or
modify the terms and conditions governing, the making and
honoring of any Demand, Acceptance or Document or any other
terms and conditions of any Credit, or (c) waive the failure of
any Demand or Document to comply with the terms of tho Credit
to which it related. No amendment to, or modification of, the
terms of any Credit will become effective if the Beneficiary of
such Credit or any confirming bank objects to such amendment or
modification. If any Credit is amended or modified in
accordance with this Section 18, Applicant shall be bound by,
and obligated under, the provisions of this Agreement with
respect to such Credit as so amended or modified and any action
taken by Wells Fargo or any advising, confirming, negotiating,
paying, accepting or other bank in accordance with such
amendment or modification.
SECTION 19. SUCCESSORS AND ASSIGNS. Applicant
agrees that the terms and conditions of this Agreement and each
Application shall bind the heirs, executors, administrators,
successors and assigns of Applicant, and that all rights,
benefits and privileges conferred on Wells Fargo under or in
connection with each Letter of Credit Document and each Loan
Document shall be and hereby are extended to, conferred upon
and may be enforced by the successors and assigns of Wells
Fargo. Applicant will not assign this Agreement or Applicant's
obligations or liabilities under or in connection with any
Letter of Credit Document or any Loan Document to any person or
entity without the prior written approval of Wells Fargo.
SECTION 20. GOVERNING LAW. This Agreement and each
Application, and the performance by Applicant and Wells Fargo
under this Agreement and each Application, shall be governed by
and be construed in accordance with the laws of the State of
California. Unless Wells Fargo otherwise specifically agrees
in writing, each Credit, even if it is not a documentary
credit, the opening of each Credit, the performance by Wells
Fargo under each Credit, and the performance by the Beneficiary
and any advising, confirming, negotiating, paying, accepting or
other bank under each Credit, shall be governed by and be
construed in accordance with the UCP in force on the date of
the issuance of each Credit.
SECTION 21. JURISDICTION AND SERVICE OF PROCESS.
Any suit, action or proceeding against Applicant under or with
respect to any Letter of Credit Document may, at Wells Fargo's
sole option, be brought in (a) the courts of the State of
California, (b) the United States District Courts in
California, (c) the courts of the jurisdiction of Applicant's
incorporation or principal office, or (d) the courts of the
jurisdiction where any Beneficiary, any advising, confirming,
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negotiating, paying, accepting or other bank, or any other
person or entity has brought any suit, action or proceeding
against Wells Fargo with respect to any Credit, any Demand or
any Acceptance, and Applicant hereby submits to the
nonexclusive jurisdiction of such courts for the purpose of any
such suit, action, proceeding or judgment and waives any other
preferential jurisdiction by reason of domicile. Applicant
further agrees that it will accept joinder in any suit, action
or proceeding brought in any Court or jurisdiction against
Wells Fargo by any Beneficiary, any advising, confirming,
negotiating, paying, accepting or other bank or any other
person or entity with respect to any Credit, any Demand or any
Acceptance. Applicant irrevocably waives trial by jury and any
objection, including, but not limited to, any objection of the
laying of venue or any objection based on the grounds of forum
non conveniens, which Applicant may now or hereafter have to
the bringing of any such action or proceeding. Applicant
further waives any right to transfer or change the venue of any
suit, action or proceeding brought against Applicant by Wells
Fargo under or in connection with any Letter of Credit
Document. Applicant irrevocably consents to the service of
process in any action or proceeding in any court by the moiling
of copies thereof by registered or certified mail, postage
prepaid, to Applicant at its; address specified next to its
signature on this Agreement or at such other address as
Applicant shall have notified to Wells Fargo in writing, such
service to be effective ten (10) days after such mailing.
SECTION 22. JOINT APPLICANTS. If this Agreement is
signed by more than one person or entity, each Applicant agrees
that this Agreement and the Applications shall be the joint and
several agreement of all such Applicants and that all
references to Applicant in this Agreement and the Applications
shall refer to all such Applicants jointly and severally.
SECTION 23. SEVERABILITY. Any provision of any
Letter of Credit Document which is prohibited or unenforceable
in any jurisdiction shall be, only as to such jurisdiction,
ineffective to the extent of such prohibition or
unenforceability, but all the remaining provisions of such
Letter of Credit Document and all the other Letter of Credit
Documents shall remain valid.
SECTION 24. HEADINGS. The headings used in this
Agreement are for convenience of reference only and shall not
define or limit the provisions of this Agreement,
SECTION 25. COMPLETE AGREEMENT. This Agreement and
the Application for each Credit contain the entire agreement of
Wells Fargo and Applicant with respect to such Credit;
provided, however, that such entire agreement will also include
any written document or instrument signed by Wells Fargo and/or
Applicant, and approved by Wells Fargo, which specifically
references this Agreement, any Application or any Credit.
-19-
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Except as specifically provided in this Agreement, in any
Application or in any written document or instrument referred
to in the preceding sentence, no statements or representations
not contained in this Agreement, such Application or such
written document or instrument shall have any force or effect
on this Agreement, such Application or such written document or
instrument.
This Agreement is signed by Applicant's duly
authorized representative or representatives on the date
specified below.
_____________________________ _____________________________
Address Applicant
_____________________________ By: _________________________
Date: _______________________ _____________________________
Title
By: _________________________
_____________________________
Title
-20-
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EXHIBIT D TO CREDIT AGREEMENT
-----------------------------
WELLS FARGO BANK APPLICATION FOR COMMERCIAL LETTER OF CREDIT
_______________________________________________________________
TO: WELLS FARGO BANK, N.A.
TRADE SERVICES DIVISION
DATE:
-------------------------------------------------------------
FOR BANK LETTER OF CREDIT NO. DOCUMENT TRACK NO.
USE ONLY
-------------------------------------------------------------
PLEASE ISSUE AN IRREVOCABLE LETTER OF CREDIT ON SUBSTANTIALLY
THE TERMS SET FORTH BELOW AND, UNLESS OTHERWISE SPECIFIED BELOW
IN SPECIAL INSTRUCTIONS, FORWARD THE LETTER OF CREDIT TO THE
BENEFICIARY DIRECTLY, OR THROUGH A BANK SELECTED BY WELLS
FARGO, BY:
[ ] FULL CABLE/TELEX
[ ] COURIER
[ ] MAIL WITH BRIEF ADVICE BY CABLE/TELEX
[ ] MAIL
[ ] OTHER
PARTY TO BE NAMED AS APPLICANT: (Name and Address)
BENEFICIARY: (Name and Address)
AMOUNT: _______________ _______________ _______________
(In words) (In figures) (Currency)
-1-
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WELLS FARGO BANK APPLICATION FOR COMMERCIAL LETTER OF CREDIT
_______________________________________________________________
BANK CHARGES: All Wells Fargo's charges are to be paid by
Applicant. All charges of other banks are to be paid by:
[ ] Applicant [ ] Beneficiary
EXPIRATION DATE: ____________________, and draft(s) must be
presented no later than _____ days after date of shipment
(unless otherwise specified, 21 days). PLACE OF EXPIRATION:
Unless otherwise specified herein, the Letter of Credit is to
expire in the country where the Beneficiary is located or, at
Wells Fargo's option, at Wells Fargo's issuing office.
AVAILABILITY: Unless otherwise specified herein, the Letter of
Credit is to be available with any bank(s) (or, at Wells
Fargo's option, with a bank nominated by Wells Fargo, which may
be Wells Fargo) by negotiation (or, at Wells Fargo's option,
payment or by acceptance) of draft(s) drawn on Wells Fargo (or,
at Wells Fargo's option, on a bank designated by Wells Fargo).
DRAFT(S): Draft(s) are to be drawn at __________________ sight
for _____% of invoice value (unless otherwise specified, 100%)
DOCUMENT(S): Draft(s) are to be accompanied by:
[ ] Original and _____ copies of signed Commercial Invoice.
[ ] _______________ (unless otherwise specified, full set)
original clean on board Marine Bills of Lading issued to
order of shipper, endorsed in blank.
[ ] Clean Air Waybill
[ ] Clean Truck Bill of Lading
Consigned to: ____________________________________________
__________________________________________________________
(Unless otherwise specified, consigned to Applicant)
Transport document is to show:
[ ] Freight Collect [ ] Freight Prepaid
Notify: _________________________________________________
(Unless otherwise specified, notify Applicant)
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WELLS FARGO BANK APPLICATION FOR COMMERCIAL LETTER OF CREDIT
_______________________________________________________________
[ ] Negotiable Insurance Policy or Certificate for at least
_____% of invoice value (unless otherwise specified, 110%)
indicating loss payable in the United States and covering:
[ ] Marine Risks
[ ] Air Risks
[ ] War Risks
[ ] All Risks
[ ] Other Risks: (specify)______________________________
Additional Documents: (if any)
SHIPMENT INFORMATION:
Partial shipment permitted: [ ] YES [ ] NO
Transhipment permitted: [ ] YES [ ] NO
Merchandise is to be shipped or dispatched from/taken in charge
at: ___________________________________________________________
Not later than: (Optional) ______________________________
For transportation to: __________________________________
INSURANCE: [ ] Insurance is to be arranged by Applicant.
(If not checked, evidence of insurance which is to accompany
draft(s) must be specified herein under "DOCUMENT(S)".)
TERMS: Terms to be shown on Commercial Invoice(s):
[ ] FOB __________________________________________________
[ ] C&F __________________________________________________
[ ] CIF __________________________________________________
[ ] Other: (specify) ____________________________________
-3-
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WELLS FARGO BANK APPLICATION FOR COMMERCIAL LETTER OF CREDIT
_______________________________________________________________
MERCHANDISE DESCRIPTION: (Brief description to be shown on
Commercial Invoice(s).)
SPECIAL INSTRUCTIONS: (Attach additional signed sheet(s), if
necessary, and label as attachments to this Application.)
TRANSFERABILITY: (If not checked, the Letter of Credit will
not be transferable.)
[ ] The Letter of Credit is to be transferable, with
transfer charges for:
[ ] Applicant's account
[ ] Beneficiary's account
INQUIRIES: Direct to: _________________________
Telephone Number: _________________________
APPLICANT'S AGREEMENT AND SIGNATURE: My/Our signature here
indicates agreement to all the terms and conditions on this
Application and my/our agreement that the Letter of Credit and
its issuance will be governed by the terms and conditions of
the Continuing Commercial Letter of Credit Agreement between
Applicant and Wells Fargo or the Continuing Standby and
Commercial Letter of Credit Agreement between Applicant and
Wells Fargo, whichever was signed by Applicant, or any other
agreement signed by Applicant pursuant to which the Letter of
Credit is to be issued. This Application is signed by
Applicant's duly authorized representative or representatives
on the date specified above.
____________________________________________________________
APPLICANT
____________________________________________________________
ADDRESS
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WELLS FARGO BANK APPLICATION FOR COMMERCIAL LETTER OF CREDIT
_______________________________________________________________
_____________________________ _____________________________
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
_____________________________ _____________________________
TITLE TITLE
_____________________________ _____________________________
ADDRESS ADDRESS
FOR BANK'S USE ONLY (To be Completed by Approving Bank Officer)
SPECIAL INSTRUCTIONS: (Specify any terms and conditions to be
applicable to the Letter of Credit which differ from those
specified on Applicant's RMI Form F163.)
Applicant's signature on this Application is verified.
Issuance of the Letter of Credit has been approved in
accordance with Bank's credit policies and procedures.
Applicant has on file with Bank an executed appropriate
Continuing Letter of Credit Agreement dated within five years
of this Application.
---------------------------------------------------------------
APPROVING OFFICER'S NAME (Please Type or Print)
---------------------------------------------------------------
APPROVING OFFICER'S OFFICE (Please Type or Print)
---------------------------------------------------------------
MAC AU
---------------------------------------------------------------
APPROVING OFFICER'S SIGNATURE PHONE
---------------------------------------------------------------
AFS INTERFACE REQUIRED: STANDALONE TRANSACTION:
YES [ ] NO [ ] YES [ ] NO [ ]
DATE _________________________
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EXHIBIT E TO CREDIT AGREEMENT
-----------------------------
WELLS FARGO BANK APPLICATION FOR STANDBY LETTER OF CREDIT
-----------------------------------------------------------------
TO: WELLS FARGO BANK, N.A. DATE
TRADE SERVICES DIVISION
FOR BANK LETTER OF CREDIT NO. DOCUMENT TRACK NO.
USE ONLY
PLEASE ISSUE AN IRREVOCABLE LETTER OF CREDIT ON SUBSTANTIALLY THE
TERMS SET FORTH BELOW AND, UNLESS OTHERWISE SPECIFIED BELOW IN
SPECIAL INSTRUCTIONS, FORWARD THE LETTER OF CREDIT TO THE
BENEFICIARY BY:
____ AIRMAIL ____ AIRMAIL WITH BRIEF ADVICE BY
CABLE/TELEX
____ FULL CABLE/TELEX ____ OTHER: _________________________
-----------------------------------------------------------------
ADVISING BANK: (If left blank, BENEFICIARY: (Name and
Wells Fargo may select) Address)
-----------------------------------------------------------------
APPLICANT: (Name and Address) AMOUNT: (In words)
-------------------------
(In figures) (Currency)
-----------------------------------------------------------------
AVAILABILITY: Unless otherwise EXPIRATION DATE:
specified herein, the Letter of
Credit is to be available with Wells -------------------------
Fargo's issuing office by payment of Place of Expiration:
draft(s) drawn at sight on Wells Fargo Unless otherwise
or, at Wells Fargo's option, with any specified herein, the
bank(s) or with a bank nominated by Letter of Credit is
Wells Fargo by negotiation of draft(s) to expire at Wells Fargo's
drawn at sight on Wells Fargo. issuing office or, if
the Letter of Credit is
available with any
bank(s) or with a
specific bank other
than Wells Fargo's
issuing office, at such
place as Wells Fargo
shall elect.
-----------------------------------------------------------------
DOCUMENT(S): Draft(s) are to be accompanied by: (Attach
additional signed sheet(s), if necessary, and label as
attachments to this Application.)
-----------------------------------------------------------------
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-----------------------------------------------------------------
DRAWING(S): ____ Partial drawings are permitted. (More than
one draft may be drawn and presented under
the Letter of Credit.)
____ Only one draft may be drawn and presented
under the Letter of Credit, and:
____ the draft must be for the full amount of
the Letter of Credit
____ the draft may be for less than the full
amount of the Letter of Credit.)
-----------------------------------------------------------------
SPECIAL INSTRUCTIONS: (Attach additional signed sheet(s), if
necessary, and label as attachments to this Application.)
-----------------------------------------------------------------
TRANSFERABILITY: (If not checked, the Letter of Credit will not
be transferable.)
_____ The Letter of Credit is to be transferable, with
transfer charges for:
____ Applicant's account ____ Beneficiary's account
-----------------------------------------------------------------
INQUIRIES:
Direct to:
Telephone Number:
-----------------------------------------------------------------
APPLICANT'S AGREEMENT AND SIGNATURE: My/Our signature here
indicates agreement to all the terms and conditions on this
Application and my/our agreement that the Letter of Credit and
its issuance will be governed by the terms and conditions of the
Continuing Standby and Commercial Letter of Credit Agreement
between Applicant and Wells Fargo or the Continuing Standby
Letter of Credit Agreement between Applicant and Wells Fargo,
whichever was signed by Applicant, or any other agreement signed
by Applicant pursuant to which the Letter of Credit is to be
issued. This Application is signed by Applicant's duly
authorized representative or representatives on the date
specified above.
_________________________________________
APPLICANT
_________________________________________
ADDRESS
-2-
Page 93 of 111
_____________________________
AUTHORIZED SIGNATURE
_____________________________
TITLE
_____________________________
ADDRESS
_____________________________
AUTHORIZED SIGNATURE
_____________________________
TITLE
_____________________________
ADDRESS
FOR BANK'S USE ONLY (To be Completed by Approving Bank Officer)
SPECIAL INSTRUCTIONS: (Specify any terms and conditions to be
applicable to the Letter of Credit which differ from those
specified on Applicant's RMI Form F163.)
COLLATERAL CODE:
PURPOSE CODE:
Applicant's signature on this Application is verified. Issuance
of the Letter of Credit has been approved in accordance with
Bank's credit policies and procedures. Applicant has on file
with Bank an executed appropriate Continuing Letter of Credit
Agreement dated within five years of this Application.
-----------------------------------------------------
APPROVING OFFICER'S NAME (Please Type or Print)
-----------------------------------------------------
APPROVING OFFICER'S OFFICE (Please Type or Print)
-----------------------------------------------------
MAC AU
-----------------------------------------------------
APPROVING OFFICER'S SIGNATURE PHONE
-----------------------------------------------------
AFS INTERFACE REQUIRED: STANDALONE TRANSACTION:
YES [ ] NO [ ] YES [ ] NO [ ]
DATE _________________________
-3-
Page 94 of 111
Schedule 1 to Credit Agreement
DOMESTIC SUBSIDIARIES
---------------------
Jurisdiction Authorized Shares Outstanding Shares Options,
of Where ----------------- ------------------ Share Warrants,
Name Incorporation Qualified Common Preferred Common Preferred Ownership<F1> Etc.<F2>
---- ------------- --------- ------ --------- ------ --------- ------------- --------
URS Consultants, Inc. New York CA, DE, DC, FL, 50,000 None 100 N/A 100% by URS None
GA, IA, KS, LA, Consultants,
MD, MA, MS, NH, Inc. (Delaware)
NJ, NC, PA, PR,
RI, TX, VT, VA,
WY, VI
URS Consultants, Inc. Ohio DC, GA, IN, KY, I - 95,000 15,000 I - 5,998 3,825.44 100% by URS None
- Ohio MD, MI, NC, OK, II - 40,000 II - 12,588 Consultants,
PA, SC, VA, WV, Inc. (Delaware)
VI
URS Consultants, Inc. California AL, AZ, NV, OR, A - 1,000 None A - 100 N/A 100% by URS None
- California UT B - 6,500 B - None Consultants,
Inc. (Delaware)
URS Consultants, Inc. Washington AK, AZ, CO, ID, 20,000 None 669 N/A 100% by URS None
- Washington MT, NV, OR, TX, Consultants,
UT, WY Inc. (Delaware)
URS Consultants, Inc. Colorado AZ, AR, CA, FL, 90,000 None 27,600 N/A 100% by URS None
- Colorado KS, NE, NV, NM, Consultants,
OK, UT, WY Inc. (Delaware)
URS Consultants, Inc. N/A 20,000 None 100 N/A 100% by URS None
- Florida Florida Consultants,
Inc. (New York)
URS Consultants, Inc. Texas N/A 100,000 None 24,380 N/A 100% by URS None
- Texas Consultants,
Inc. (Delaware)
[FN]
<F1> The percentage of the outstanding shares of each class owned (directly
or indirectly) by each URS Entity or one or more of the Domestic
Subsidiaries.
<F2> The number of shares covered by all outstanding options, warrants,
rights of conversion or purchase and other similar rights both in
total and held by each URS Entity or one or more of the Domestic
Subsidiaries.
Page 95 of 111
Schedule 2 to Credit Agreement
PARTNERSHIP AND JOINT VENTURES
------------------------------
Name Jurisdiction
---- ------------
URS Corporation
---------------
1. None
2.
URS Consultants, Inc.
---------------------
None
-1-
Page 96 of 111
Schedule 3 to Credit Agreement
PATENTS, COPYRIGHTS<F1>, TRADEMARKS and LICENSES
------------------------------------------------
Place of
Claimant Type Mark Registration Registration No. Registration Date
-------- ---- ---- ------------ ---------------- -----------------
URS Corp. Patent N/A USPT Office<F2> U.S. Patent No. Issued on March 11, 1986
(Titleholder) 4,574,888
URS Corp. Patent N/A USPT Office U.S. Patent No. Issued on June 23, 1987
(Titleholder) 4,674,571
URS Corp. Patent N/A USPT Office U.S. Patent No. Issued on June 23, 1987
(Titleholder) 4,674,591
URS Corp. Service "URS" USPT Office 1379575 January 21, 1986
mark
(Classes
34 and 42)
<FN>
<F1> All of the work product of the Corporation and its subsidiaries is automatically protected by statutory copyright.
<F2> United States Patent and Trademark Office.
-2-
Page 97 of 111
Schedule 4 to Credit Agreement
CONTRACTS
---------
Anticipated
URS Entity or Contract Completion
Domestic Subsidiary Other Parties Contract Date Amount Date Defaults
------------------- ------------- ------------- -------- ------------ --------
SEE ATTACHED
-3-
Page 98 of 111
URS CORPORATION
MAJOR INDEFINITE DELIVERY CONTRACTS
MARCH 31, 1995
($ in millions)
March 31, 1995 October 31, 1994
--------------------------------------- ----------------
Total Revenues Estimated Estimated
Estimated Recognized thru Funded Estimated Remaining Remaining
Contract Term Value March 31, 1995 Backlog Designations Value Value
-------- ---- --------- --------------- ------- ------------ --------- ---------
EPA ARCs (9&10) 1989-1999 $182.5 $24.7 $7.4 $5.8 $144.6 $147.2
EPA ARCs (6,7&8) 1989-1999 119.7 56.3 4.4 2.9 56.1 60.3
Navy CLEAN 1989-1999 166.0 99.5 7.2 5.9 53.4 60.4
Plattsburgh 1992-1996 100.0 3.4 2.1 0.5 94.0 93.0
Roebling 1992-1996 20.0 1.3 0.2 5.3 13.2 11.2
NY State
Environmental
Remediation 1990-1996 20.0 7.4 1.8 - 10.8 12.3
Florida Turnpike 1992-1997 15.0 7.1 1.9 5.9 0.1 0.1
Brooks AFB Sy 1994-1999 50.0 0.5 0.8 - 48.7 50.0
COE - Omaha 1993-1996 20.0 1.2 0.1 - 18.7 18.7
Total: $693.2 $201.4 $25.9 $26.3 $439.6 $453.2
====== ====== ===== ===== ====== ======
-4-
Page 99 of 111
Schedule 5 to Credit Agreement
LEASES
------
URS Entity Other Parties Date Term Subject
---------- ------------- ---- ---- -------
SEE ATTACHED.
-5-
Page 100 of 111
REVISED APRIL 1, 1995
SUMMARY OF URS CONSULTANTS, INC., (ALL OPERATING LEASES, EXCEPT AS NOTED)
LESSOR INITIAL PRESENT FUTURE COST
FACILITIES PAYEE & ADDRESS TERM TERM TERM PER MONTH NOTE
---------- --------------- ---- ---- ---- --------- ----
AKRON Whitepond Group 5 Years +3% Yr 1- $9,688 12,189 SF(Office)
564 White 34 Merz Blvd. 12/15/92- Escaln. Yr 2- $13,305 684 SF(Storage)
Pond Drive Akron, OH 44333 10/31/97 each year Yr 3- $13,704.15 ------
Akron, OH Yr 4- +3% 12,873 SF
Yr 5- +3% 3 Months Free
AKRON Whitepond Group 5 Years +3% Yr 1- $432 840 SF Sublease
564 White 34 Merz Blvd. 12/15/92- Escaln. Yr 2- $445 3 Months free
Pond Drive Akron, OH 44333 12/14/97 each year Yr 3- $458.35
Akron, OH Yr 4- +3%
Yr 5- +3%
ALBUQUERQUE JNR Partners, Month-to-Month $285/mo. plus 161 SF
925 Luna Inc. 5/24/94 to telephone URS to give 30-day notice to
Circle NW current vacate
Albuquerque,
NM 87102
ANCHORAGE ComPro 12 Month $3,377.45 2,179 SF
3380 C St.200 Investments renewal Security $2,019.95
Anchorage, AK 3380 C St., 2/1/95 to
Ste. 200 1/31/96
Anchorage, AK
99503
ATLANTA (sub-lease to) 20 months $238/mo. URS is reimbursed by
Grady Mem. Action 7-15-94 to hospital
Hospital Mobile Industries 2-28-96
BLUE BELL Blue Bell Assoc. Monthly $ 950/mo plus $550 security
650 Sentry 650 Sentry Pkwy. 140/mo/
Suite 5,7 Suite 1 ----- recept.&
Blue Bell, PA Blue Bell, PA tel.
19422 $1,090/mo.
BOCA RATON Boca Reflections 12/15/92 to $3,630/mo plus 3,550 SF
900 N. 900 N. Federal 12/31/95 plus 6% sales 2,837 Security
Federal Hwy. tax
Suite 410 Suite 440
Boca Raton, Boca Raton, FL
Fl 33432 33432
-6-
Page 101 of 111
REVISED APRIL 1, 1995
SUMMARY OF URS CONSULTANTS, INC., (ALL OPERATING LEASES, EXCEPT AS NOTED)
LESSOR INITIAL PRESENT FUTURE COST
FACILITIES PAYEE & ADDRESS TERM TERM TERM PER MONTH NOTE
---------- --------------- ---- ---- ---- --------- ----
BOSTON 38 Chauncy St. 60 Months 3.73% $4,442.00 4,100 SF
38 Chauncy Rty Trust 12/1/93- Escala- 882.92 815 SF
Boston, MA 38 Chauncy 11/30/98 tion -------- -----
Suite 602 $5,324.92 4,915 SF
Boston, MA 02110 Escape Clause
after 36 months
BREMERTON, WA Bremerton 6 Months $175.00 178 SF
Field Office Waterfront Ptnrs (Prepaid at
P.O. Box 19001 $1,050)
Seattle, WA Starting 3/94,
98109 Then Monthly
BUFFALO Frank J. Mathews 5 years 4/1/91- $13,750.83 13,470 SF
570 Delaware 282 Delaware 4/1/91-3/31/96 3/31/92 4/92, 5/93 & 5/94
FREE Buffalo, Buffalo, NY 4/1/92- $14,300.65
NY 3/31/93
4/1/93- $14,873.12
3/31/94
4/1/94- $15,468.05
3/31/95
4/1/95- $16,085.42
3/31/96
BUFFALO " " " " 28 months 11/1/93- $2,722.70 2,280SF Addl space
3/31/96 1st fl addend
BUFFALO " " " " Month to month $ 675 1,620 SF Basement
4/1/95 $1,000 550 SF + 1,600 SF
CINCINNATI 312 Walnut Ltd 60 Months Year 1-2 $4,903.79 3,010 SF
312 Walnut Partnshp 2/18/94- Year 3-5 $5,405.46 No Security
St. 312 Walnut Street 2/17/99
Cincinnati, Cincinnati, OH
OH 45202
CLEVELAND Phoenix Home Life 57 Months $33,625 25,000 SF Office &
23355 23355 Mercantile 8/1/92-4/28/97 10,000 SF Storage
Mercantile Rd. relocating
Rd. Cleveland, OH 11/1/95
Cleveland, OH 44146
CLEVELAND Jacobs Investment 120 months $33,000 25,000 SF Office
W.St.Clair Inc. 11/1/95- 5,000 SF Storage
Av. 1231 Main Avenue 10/31/05 On 3 floors
Cleveland, OH Cleveland, OH
44133 44133
-7-
Page 102 of 111
REVISED APRIL 1, 1995
SUMMARY OF URS CONSULTANTS, INC., (ALL OPERATING LEASES, EXCEPT AS NOTED)
LESSOR INITIAL PRESENT FUTURE COST
FACILITIES PAYEE & ADDRESS TERM TERM TERM PER MONTH NOTE
---------- --------------- ---- ---- ---- --------- ----
COACHELLA Calvin Cree 6 months Total $500 shared by 3 tenants
P.O. Box 25 beginning URS
Coachella, CA Rancho Mirage, CA 5/1/95 Portion $166.67
92270 Monthly
thereafter
COLORADO SPR. Nolan Schriner 1/1/95- 1995: $4,791.67 5,000 SF
1040 S. 8th 1040 S. 8th St. 12/31/99 1996: $5,000.00 Escape Clause w/
St. Colorado Springs, 1997: $5,416.67 notice by 11/1/97
Colo Spr, CO CO 1998: $5,625.00
80906 1999: $6,041.67
COLUMBUS Hills Dept. Store 6/1/85- 91/92 $14,883.92 3rd & 4th Fl.
33 N. High Co. 12/31/95 92/93 $14,883.92 13,739 SF
St. c/o Bellows & 93-94 $15,170.15
Columbus, OH Assoc. Inc. 94/95 $15,455.42
760 Northlawn Dr.
Columbus, OH
43214
COLUMBUS Hills Dept. Store 8/26/85- 91/92 $11,517.21 1st & 2nd Fl.
33 N. High Co. 12/31/95 92/93 $11,719.83 9,726 SF
St. " " 94/95 $11,926.22
Columbus, OH
COLUMBUS Hills Dept. Store 7/19/93-6/94 $ 2,564.22 1,726.3 SF &
5th Floor Co. Monthly 258.9 SF Common
" " thereafter
DAYTON Qsource 6 Months $ 720.00 720 SF
Field Office 2490 Technical 4/94-10/94
Dr., POB 3004 Monthly
Miamisburg, OH thereafter
45343
DENVER Denver-Stellar 60 Months $22,056.54 25,759 SF
Denver Place Assoc. 11/15/92- Av/Mo. Can terminate
Plaza Tower Ltd. Partnership 11/14/97 3,500 Sf sublet after 3 years 1099
18th St. A/R Department Months: to Techlaw with penalty of $271,058
Ste 600 & 700 Denver, CO 1-3 $0 4/1/95
Denver, CO 80256-0170 4-12 $164,250
80202 13-18 $128,662
19-63$1,096,650
-8-
Page 103 of 111
REVISED APRIL 1, 1995
SUMMARY OF URS CONSULTANTS, INC., (ALL OPERATING LEASES, EXCEPT AS NOTED)
LESSOR INITIAL PRESENT FUTURE COST
FACILITIES PAYEE & ADDRESS TERM TERM TERM PER MONTH NOTE
---------- --------------- ---- ---- ---- --------- ----
FT LAUDERDALE NTS Ft. 36 Months $1,706.58 1,300 SF
Prospect Ind. Lauderdale Office 4/15/94- Security $2,180.20
& Comm. Park Joint Venture 4/14/97
5200 NW 33 Av 3201 W.
Suite 203 Commercial Blvd.
Ft. Ft. Lauderdale,
Lauderdale, FL 33309
FL 33309
JAMAICA Vanguard 36 Months $3,456.50 2,074 SF
89-02 Sutphin Investors 8/1/94- Security
Blvd. 226 Fifth Avenue 7/31/97 $3,456.50
Suite 304 NY, NY 10001
Jamaica, NY
11435
LAS VEGAS Southmark Equity Monthly/No $3,807.50 No Lease
785 E. Desert Ptnrs II Lease 3,646 SF
Inn 1771 E. Flamingo
Suite 120 Rd., Suite 404
Las Vegas Las Vegas, NV
NV 89121 89119
LONG BEACH Intex Realty 6 Months $1,950 1,625 SF
401 E. Ocean Corp. 12/27/93- Security $1,950
Blvd. 4130 Sante Fe 6/26/94
Suite 510 Ave. Monthly
Long Beach, Long Beach, Thereafter
CA 90802- 90810
4965
METAIRIE Wentworth Realty 60 Months $7,481 8,161 SF includes
3500 North of LA 6/1/93-5/31/98 137 SF storage
Causewy 3500 N. Causeway
Blvd.
Metairie, LA 70003
MIAMI - field David Janney 12 months $1,065 1,550 SF
3975 NW 25th Commercial 11/1/94- $1,000 Security
St. Real Estate 10/31/95
2nd Floor 930 San Pedro
Miami, FL Avenue
33142 Coral Gables, FL
33156
-9-
Page 104 of 111
REVISED APRIL 1, 1995
SUMMARY OF URS CONSULTANTS, INC., (ALL OPERATING LEASES, EXCEPT AS NOTED)
LESSOR INITIAL PRESENT FUTURE COST
FACILITIES PAYEE & ADDRESS TERM TERM TERM PER MONTH NOTE
---------- --------------- ---- ---- ---- --------- ----
MIAMI LAKES Ms. Audrey I. 19 Months $1,171.50 1,100 SF
15271 NW 60 Newman 9/1/93-8/31/94 $1,230.07 2 Months Free
Ave 171 Jefferson Ave 9/1/94-3/31/95 Security $2,200
Suite 101 Emerson, NJ
Miami Lks, FL
33014
NEW YORK Mid-City Assoc. 120 Months $44,858.33 21,085 SF
1 Penn Plaza 1 Penn. Plaza 1/1/92- 4,831.99 Elec.
Stes. 600 & NY, NY 10119 12/31/01 ---------
610 $49,690.32
NY, NY 10119
NEW YORK " 18 Months $ 5,865 3,519 SF
1 Penn Plaza 10/1/93- No Security
Suite 1538 3/31/95
NY, NY 10119
NEW YORK Reade Broadway 12 Months $ 2,100* *50-50 Share
Foley Square Assoc. 2/1/94-5/10/95 With JV/Crow;
305 Broadway/Ste. 100% Reimbursed
1200 $2,100 Security 1,500 SF
New York, NY
10007
NORTH HAVEN Lawrence Biller 36 Months 11/1/94- $1,256.85 1,323SF
154 State St. Real Estate 11/1/94- 10/31/95 $1,256.85 security
Suite 208 Assoc. 10/31/97 11/1/95- $1,311.98 Electric included
North Haven, 154 State St. 10/31/96
CT 06473 North Haven, CT 11/1/96- $1,367.10
10/31/97
PARAMUS Mack Paramus From ( $ 6,388.75/Mo. 4,035 SF, 5th Flr.
Mack Centre 370 Passaic St. 4/1/87...11/92- ( $37,500/Mo.... 20,000 SF, 4th Flr.
II Rochelle Park, NJ 11/97 41,666.67/Mo.... 20,000 SF, 4th Flr.
Mack Centre (a) 4/5/92- No Security - L/C
Dr. 4/5/97
Paramus, NJ (b) 4/5/97-
07652 4/5/2002
-10-
Page 105 of 111
REVISED APRIL 1, 1995
SUMMARY OF URS CONSULTANTS, INC., (ALL OPERATING LEASES, EXCEPT AS NOTED)
LESSOR INITIAL PRESENT FUTURE COST
FACILITIES PAYEE & ADDRESS TERM TERM TERM PER MONTH NOTE
---------- --------------- ---- ---- ---- --------- ----
PHOENIX JHK & Associates 7/1/92 - $ 350 30 Day Term Notice
2702 N 44 St. 2702 N. 44 St., Monthly 144 SF
Ste. 102A Ste. 102A
Phoenix, AZ Phoenix, AZ
85008 85008
PORTLAND Lloyd 500 Bldg. 60 Months $ 7,989.19 5,435 SF Office Sp
500 Multnomah Ptnrship 11/1/93- (6,793 Rentable
Portland, OR 625 NE Multnomah, 10/31/98 4 Mos Free Rent
Suite 1275 No Security
Portland, OR
97232
c/o Equitec
Properties Co.
SACRAMENTO Steele & Nelson 60 Months $13,108 8,193 SF
2710 Gatewy 5/1/93-4/30/98 No Security
Oaks Dr, 250N 2868 Prospect
Sacramento, Park Drive
CA Rancho Cordova,
CA 95670
SAN Hospitality Plaza 36 Months Mo. 13- $ 2,635.20 3,904 SF; New
BERNARDINO 164 W. 6/1/92-5/31/95 16 $ 2,635.20 Rental Agreemt
164 W. Hospi- Hospitality, All other Mo. 25- $ 5,270.00 Eff. 6/1/93
tality Ln, #6 Ste. 8 Months 28
San San Bernardino,
Bernardino CA 92408
CA 92408
SAN FRANCISCO Yerba Buena 10 years $56,000 24,963 SF
150 Fourth St. 6/85-6/95
San Francisco, CA (PENDING LEGAL
94103 ACTION)
SAN FRANCISCO Pacific 5/1/90-8/31/98 Mo. 1-60 $21,852.50 17,482 SF
100 Compensation Mo. 61- $26,223 $52,466 Security
California 50 Elm Avenue 99
SF, CA 94111 San Bruno, CA
94066
SANTA ANA PACTEL Properties 3/27/95 Month $ 750.00 500 SF
200 E. 2355 Main St., to Month $825 Security
Sandpoint Suite 140
Ave. Irvine, CA 92714
Santa Ana, CA
92707
-11-
Page 106 of 111
REVISED APRIL 1, 1995
SUMMARY OF URS CONSULTANTS, INC., (ALL OPERATING LEASES, EXCEPT AS NOTED)
LESSOR INITIAL PRESENT FUTURE COST
FACILITIES PAYEE & ADDRESS TERM TERM TERM PER MONTH NOTE
---------- --------------- ---- ---- ---- --------- ----
SEATTLE Martin Properties 6/16/75- $38,333.36 25,035 SF with
1100 Olive Ltd. 2/29/97 /94 expansion
Way 100 W. Harrison Lease
Suite 2000 Seattle, WA originated
98119 6/16/75
Several
Addendums
increased space
addtl. 1507 SF
on 3rd Floor -
mo.-to-mo.
after 12/94
SPENCERPORT Gary Inzana 12 Months $885.50 1,500 SF
12 Amity St. Village Square 3/1/95-2/29/96 $885.50 Security
Spencerport, Mgmt.
NY Spencerport, NY
14559
SPOKANE, WA Fernwell Assoc. monthly as of $475.00 30 day cancl notice
Fernwell Inc. 10/1/94 133 SF 1 Proj. Mgr.
Bldg. The Fernwell Security $825
W 505 Bldg., W 505
Riverside Riverside, Ste.
Suite 528 500
Spokane, WA Spokane, WA
99201 99201
STAMFORD, CT. Loglisci Real 9 months $1,200 1,200 SF
110 Prospect Estate 2/1/95- $1,200 Security
St., Suites 110 Prospect St. 10/31/95
1, 2, 4 Stamford, CT
Stamford, CT 06901
ST. THOMAS, Lindon Corp. 12 Months; $1,154.82(-10%) 750 SF
VI Gordon L. Coffelt 1/1/95- +151.77 (common Security
210-3A Altona PO Box 4130 12/31/95 area charge) $2,092
VI 00802 St. Thomas, VI (10% Discount
if Rental Paid
before 1st of
Month)
-12-
Page 107 of 111
REVISED APRIL 1, 1995
SUMMARY OF URS CONSULTANTS, INC., (ALL OPERATING LEASES, EXCEPT AS NOTED)
LESSOR INITIAL PRESENT FUTURE COST
FACILITIES PAYEE & ADDRESS TERM TERM TERM PER MONTH NOTE
---------- --------------- ---- ---- ---- --------- ----
TALLAHASSEE ProCom Group, 60 Months 9,016 SF
Park Centre Inc. 10/1/94- $11,270.00 Security $4,144
124 Marriott 1203 Governor's 9/30/95 $250 Electric extra
Dr. Sq. Blvd. 10/1/95- $11,720.80 Escape clause after 3 yrs
Stes 201 B&C c/o Nation's Bank 9/30/96 w/$10K penalty
Tallahassee, Tallahassee, FL 10/1/96- $12,189.63
FL 32301 32301-2984 9/30/97
10/1/97- $12,677.22
9/30/98
10/1/98- $13,184.31
9/30/99
TALLAHASSEE DNE Investments 60 Months 9,339 SF
EC Driver 12014 Otter Creek 1/4/95- $ 9,728.00+7% 1st & last month's
7119 Beech Trail 12/31/95 salestax rent [$20,677]
Ridge Tallahassee, FL 1/1/96- $10,020.00 already paid
Tallahassee, 32312 12/31/96
FL 32312 1/1/97- $10,321.00
12/31/97
1/1/98- $10,630.00
12/31/98
1/1/99- $10,949.00
12/31/99
TAMPA Hartford Accident 36 Months 2,541 SF
500 N. & Indemnity 11/1/94- $3,178.37+6.5%
Westshore 500 N. Westshore 10/31/95 saletax
Blvd., Suite Blvd. 11/1/95- $3,235.54
415 Suite 800 10/31/96
Tampa, FL Tampa, FL 33609 11/1/96- $3,282.13
33609 10/31/97
VIRGINIA Exec. Cove Center 36 Months 6,080 SF
Suites 201- 7606 Leafwood Dr. 9/1/94-8/31/97 $7,197.71 Security
204 Norfolk, VA Lease renewal
5606A VA 23518 Beach Blvd.,
VA Beach, VA
VIRGINIA Exec. Cove Center Option year 1,520 SF
Suite 103 7606 Leafwood Dr. 8/1/94-7/31/95 $1,872.10 exercising option
Norfolk, VA
23518
VIRGINIA Exec. Cove Center 9/1/94-8/31/97 $800 600 SF
Suite 102 same
-13-
Page 108 of 111
REVISED APRIL 1, 1995
SUMMARY OF URS CONSULTANTS, INC., (ALL OPERATING LEASES, EXCEPT AS NOTED)
LESSOR INITIAL PRESENT FUTURE COST
FACILITIES PAYEE & ADDRESS TERM TERM TERM PER MONTH NOTE
---------- --------------- ---- ---- ---- --------- ----
VIRGINIA Exec. Cove Center 3/1/95-8/31/97 $2,132.00 2,300 SF
Suite 101 same
WASHINGTON Blake 60 Months $15,763.13 8407 SF
1120 Conn. Construction 12/5/94- Escape clause
Ave. Real Estate 12/4/99 after 3 years
NW Washington Division With penalty
DC Suite 1200
1120 Connecticut
Av, NW
Washington, DC
20036
NEW JERSEY Hollywood Self Monthly $350/Month Unit 4504
Store $350/Month Unit 4505
22 Hollywood
Avenue
Hohokus, NJ
07423
NEW YORK Morgan/Manhattan Monthly $1,114.22 800 SF - 5 rms
Storage Increase 8% 9 open files
1411 3rd Avenue Whse NY D&FG
NY, NY 10028
DALLAS WHSE Stowaway Monthly $340.00 Storage #119
3399 Sheila Lane
Dallas, TX
AUSTIN Burnet Rd. WHSE Monthly $114.00 Storage Bin
Self Storage #2507
6400 Burnet Rd.
Austin, TX 78757
SAN ANTONIO Mini Store Monthly $80.00 Storage
1018 Patricia San Antonio, TX
78213
COLUMBUS Interstate Monthly $288.74 420.5 SF 9th
Leasing Co. $100.80/yr. Floor - common
33 No. High Area charges
Street
Columbus, OH
-14-
Page 109 of 111
REVISED APRIL 1, 1995
SUMMARY OF URS CONSULTANTS, INC., (ALL OPERATING LEASES, EXCEPT AS NOTED)
LESSOR INITIAL PRESENT FUTURE COST
FACILITIES PAYEE & ADDRESS TERM TERM TERM PER MONTH NOTE
---------- --------------- ---- ---- ---- --------- ----
DENVER Capra Investment, 24 Months $1,000.00 3,650 SF Wrhs
Inc. 4/1/93-3/31/95 (PAID BY ARCS Storage
1st Floor PROJECT) 1 Mo. Security
2222 Lawrence St.
Denver, CO
DENVER Storage Unlimited Monthly $364 Storage of
1995 S. Valented Accounting &
St., #E Office Furniture
Denver, CO 80222
ANCHORAGE ComPro 13 Months $822.50 1,495 SF
Unit 29 Investments II 5/1/94-5/31/95 Files & Navy
639 W Intnl 3380 C Street, CLEAN Eqpmt
Airport Rd. Suite 210 Storage
Anchorage, AK Anchorage, AK
99503 99503
SEATTLE 12th & Madison 12 Months $668.25 1,127 SF for
Self Storage 9/1/94-8/31/85 (PAID BY Navy CLEAN storage
1111 E Madison PROJECT)
Seattle, WA
Seattle, WA
LAS VEGAS Flamingo Pecos Monthly $65 Files Storage
Self 10/1/93
Storage
4230 South Pecos
Las Vegas, NV
89121
SEATTLE Sturgard Records Monthly Scheduled amount Storage of Magnetic (MIS)
Mgmt. originally NOT TO EXCEED media for CLEAN
8950 154th Ave., 9/1/91-8/30/92 $2000/yr.
NE
Redmond, WA
98052
SEATTLE Peterson/Dwyer Monthly $275/mo. Field Office
since 6/69 Survey Dept.
storage
KANSAS CITY Public Storage Monthly $124/mo. Kansas City
9870 Holmes Hospital Devel.
Kansas City, MO File
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