EXHIBIT 99.8
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture")
dated as of August 22, 2002, by and between URS CORPORATION, a Delaware
corporation (the "Company"), the undersigned Restricted Subsidiaries of the
Company (the "New Subsidiary Guarantors"), and U.S. BANK, N.A., previously known
as FIRSTAR BANK OF MINNESOTA, N.A., as trustee under the indenture referred to
below (the "Trustee").
W I T N E S S E T H :
WHEREAS the Company heretofore executed and delivered to the Trustee an
Indenture (the "Indenture") dated as of June 23, 1999 and as supplemented on
January 15, 2002 providing for the issuance of an aggregate principal amount of
$200,000,000 of 12-1/4% Senior Subordinated Notes due 2009 (the "Notes")
(capitalized terms defined in the Indenture have the same meanings for purposes
of this Second Supplemental Indenture);
WHEREAS simultaneously with the execution and delivery of this Second
Supplemental Indenture, the New Subsidiary Guarantors are entering into a
Guarantee of Indebtedness pursuant to an Indenture dated as of the date hereof
providing for the issuance of an aggregate principal amount of $200,000,000 of
11-1/2% Senior Notes due 2009;
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the
Company are authorized, without notice to or the consent of any Holder, to
execute and deliver this Second Supplemental Indenture to create a Subsidiary
Guarantee in accordance with Section 4.07 of the Indenture; and
WHEREAS the Company, the Trustee and the New Subsidiary Guarantors
desire to enter into this Second Supplemental Indenture to provide for such
Subsidiary Guarantee as contemplated by Section 4.07:
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the New Subsidiary Guarantors and the Trustee mutually covenant and
agree as follows:
1. Creation of Subsidiary Guarantee. Each New Subsidiary Guarantor
hereby agrees to guarantee the Notes, jointly and severally with all other
Subsidiary Guarantors, in accordance with the terms and provisions of Article
Ten of the Indenture. Each New Subsidiary Guarantor shall be bound by, and
entitled to the benefits of, all other applicable terms and provisions of the
Indenture as a Subsidiary Guarantor. Any New Subsidiary Guarantor shall be
automatically and unconditional released and discharged if the conditions set
forth in either (x) or (y) of the second paragraph of Section 4.07 of the
Indenture are satisfied.
2. Ratification of Indenture; Second Supplemental Indenture Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Second Supplemental Indenture shall
form a part of the Indenture for all purposes, and every holder of the Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.
3. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
4. Trustee Makes No Representation. The Trustee makes no representation
as to the validity or sufficiency of this Second Supplemental Indenture.
5. Counterparts. The parties may sign any number of copies of this
Second Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first written above.
COMPANY:
URS CORPORATION
By: /s/ Kent P. Ainsworth
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Name: Kent P. Ainsworth
Title: Executive Vice President,
Chief Financial Officer
and Secretary
NEW SUBSIDIARY GUARANTORS:
EG&G TECHNICAL SERVICES, INC.
By: /s/ George R. Melton
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Name: George R. Melton
Title: President and Chief Executive Officer
EG&G DEFENSE MATERIALS, INC.
By: /s/ George R. Melton
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Name: George R. Melton
Title: President
URS HOLDINGS, INC.
By: /s/ David C. Nelson
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Name: David C. Nelson
Title: Vice President and Treasurer
URS-LSS HOLDINGS, INC.
By: /s/ Kent P. Ainsworth
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Name: Kent P. Ainsworth
Title Vice President and Treasurer
TRUSTEE:
U.S. BANK, N.A.
By: /s/ Frank P. Leslie III
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Name: Frank P. Leslie III
Title: Vice President