EXHIBIT 10.2
URS CORPORATION
FIFTH AMENDMENT
TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated
as of June 4, 2004 and entered into by and among URS CORPORATION, a Delaware
corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE
PAGES HEREOF ("LENDERS") and CREDIT SUISSE FIRST BOSTON, as administrative agent
for Lenders ("ADMINISTRATIVE AGENT"), and is made with reference to that certain
Credit Agreement dated as of August 22, 2002, as amended by that certain First
Amendment to Credit Agreement dated as of January 30, 2003, that certain Second
Amendment to Credit Agreement dated as of November 6, 2003, that certain Third
Amendment to Credit Agreement dated as of December 16, 2003 and that certain
Fourth Amendment to Credit Agreement dated as of March 29, 2004 (as so amended,
and as further amended, modified, restated or otherwise supplemented to the date
hereof, the "CREDIT AGREEMENT"), by and among Company, Lenders, CREDIT SUISSE
FIRST BOSTON, as a Co-Lead Arranger and Administrative Agent, WELLS FARGO BANK,
NATIONAL ASSOCIATION, as a Co-Lead Arranger and Syndication Agent for Lenders,
and BNP PARIBAS, HARRIS TRUST & SAVINGS BANK and THE ROYAL BANK OF SCOTLAND PLC,
as Co-Documentation Agents for Lenders. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit Agreement as
more particularly described below;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS TO SECTION 1: DEFINITIONS
A. Subsection 1.1 of the Credit Agreement is hereby amended by
adding thereto the following definitions, which shall be inserted in proper
alphabetical order:
"FIFTH AMENDMENT" means that certain Fifth Amendment to Credit
Agreement dated as of June 4, 2004 and entered into by and among Company, the
Lenders listed on the signature pages thereof and Administrative Agent.
"FIFTH AMENDMENT EFFECTIVE DATE" means the effective date of the
Fifth Amendment.
"INCREASE EFFECTIVE DATE" has the meaning assigned to that term in
subsection 2.10C.
B. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting each of the definitions of "Commitments" and "Consolidated Excess Cash
Flow"in their entirety and substituting the following therefor, respectively:
"COMMITMENTS" means the commitments of Lenders to make Loans as set
forth in subsection 2.1A and subsection 3.3, as such commitments may be adjusted
from time to time in accordance with this Agreement.
"CONSOLIDATED EXCESS CASH FLOW" means, for any period, an amount (if
positive) equal to (i) Consolidated EBITDA for such period minus (ii) the sum,
without duplication, of the amounts for such period of (a) to the extent not
otherwise excluded from Consolidated EBITDA, Cash expenditures during such
period relating to the Merger or any Permitted Acquisition applied against
accruals and reserves taken against goodwill established in prior periods as
approved by Administrative Agent, (b) scheduled repayments of Consolidated Total
Funded Debt (but only to the extent the funds applied for such purpose are
included in the calculation of Consolidated EBITDA), (c) Consolidated Capital
Expenditures, (d) Consolidated Cash Interest Expense and (e) the provision for
current taxes based on income of Company and its Subsidiaries on a consolidated
basis and payable in Cash with respect to such period.
1.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS
A. Subsection of the Credit Agreement is hereby amended by
deleting subsections (ii) and (iii) thereof in their entirety and substituting
the following therefor:
"(ii) Tranche B Term Loans. On the Closing Date, each Lender that
had a Tranche B Term Loan Commitment as of such date loaned to Company an
amount corresponding to such Lender's Pro Rata Share of the $350,000,000
aggregate amount of the Tranche B Term Loan Commitments as of the Closing
Date. On or after the Fifth Amendment Effective Date and prior to the
Tranche B Term Loan Maturity Date, the aggregate amount of the Tranche B
Term Loan Commitments may be increased from time to time in accordance
with subsection 2.10. Following any such increase in the Tranche B Term
Loan Commitments pursuant to subsection 2.10, each Lender that has
increased its Tranche B Term Loan Commitment severally agrees to lend to
Company in one or more borrowings an amount not exceeding the amount of
such increase. Amounts borrowed under this subsection 2.1A(ii) and
subsequently repaid or prepaid may not be reborrowed. The Tranche B Term
Loan Commitments of Lenders shall be adjusted to give effect to any
assignments of the Tranche B Term Loan Commitments pursuant to subsection
10.1 B.
(iii) Revolving Loans. Each Revolving Lender severally agrees,
subject to the limitations set forth below with respect to the maximum
amount of Revolving Loans permitted to be outstanding from time to time,
to lend to Company from time to time during the period from the Closing
Date to but excluding the Revolving Loan Commitment Termination Date an
aggregate amount not exceeding its Pro Rata Share of the aggregate amount
of the Revolving Loan Commitments to be used for the purposes identified
in subsection 2.5C. The original amount of each Revolving Lender's
Revolving Loan Commitment is set forth opposite its name on Schedule 2.1
annexed hereto and the aggregate original amount of the Revolving Loan
Commitments is $200,000,000; provided that the Revolving Loan Commitments
of Revolving Lenders shall be adjusted to give effect to (a) any increase
in the Revolving Loan Commitments from time to time in accordance with
subsection 2.10 and (b) any assignments of the Revolving Loan Commitments
pursuant to subsection 10.1B. Each Revolving Lender's Revolving Loan
Commitment shall expire on the Revolving Loan Commitment Termination Date
and all Revolving Loans and all other amounts owed hereunder with respect
to the Revolving Loans and the Revolving Loan Commitments shall be paid in
full no later than that date. Amounts borrowed under this subsection
2.1A(iii) may be repaid and reborrowed to but excluding the Revolving Loan
Commitment Termination Date. Anything contained in this Agreement to the
contrary notwithstanding, the Revolving Loans and the Revolving Loan
Commitments shall be subject to the limitation that in no event shall the
Total Utilization of Revolving Loan Commitments at any time exceed the
Revolving Loan Commitments then in effect."
B. Subsection 2.2A of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"A. RATE OF INTEREST. Subject to the provisions of subsections 2.6
and 2.7, each Term Loan and each Revolving Loan shall bear interest
on the unpaid principal amount thereof from the date made through
maturity (whether by acceleration or otherwise) at a rate determined
by reference to the Base Rate or the Eurodollar Rate. Subject to the
provisions of subsection 2.7, each Swing Line Loan shall bear
interest on the unpaid principal amount thereof from the date
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made through maturity (whether by acceleration or otherwise) at a
rate determined by reference to the Base Rate. The applicable basis
for determining the rate of interest with respect to any Term Loan
or any Revolving Loan shall be selected by Company initially at the
time a Notice of Borrowing is given with respect to such Loan
pursuant to subsection 2.1B, and the basis for determining the
interest rate with respect to any Term Loan or any Revolving Loan
may be changed from time to time pursuant to subsection 2.2D. If on
any day a Term Loan or Revolving Loan is outstanding with respect to
which notice has not been delivered to Administrative Agent in
accordance with the terms of this Agreement specifying the
applicable basis for determining the rate of interest, then for that
day that Loan shall bear interest determined by reference to the
Base Rate.
(i) Subject to the provisions of subsections 2.2E, 2.2G and
2.7, the Revolving Loans, the Tranche A Term Loans and the Tranche B
Term Loans shall bear interest through maturity as follows:
(a) if a Base Rate Loan, then at the sum of the Base Rate plus
the Base Rate Margin set forth in the table below opposite the
Consolidated Leverage Ratio for the four-Fiscal Quarter period
for which the applicable Pricing Certificate has been
delivered pursuant to subsection 6.1(iii); or
(b) if a Eurodollar Rate Loan, then at the sum of the
Eurodollar Rate plus the Eurodollar Rate Margin set forth in
the table below opposite the Consolidated Leverage Ratio for
the four-Fiscal Quarter period for which the applicable
Pricing Certificate has been delivered pursuant to subsection
6.1(iii):
Consolidated Leverage Eurodollar Rate Base
Ratio Margin Rate Margin
--------------------- --------------- -----------
Greater than
or equal to 2.25:1.00 2.25% 1.25%
Less than 2.25:1.00 2.00% 1.00%"
; provided, that during any period beginning on any date
Administrative Agent receives an Officer's Certificate from Company
stating that Company has obtained senior secured ratings for the
Credit Facilities not lower than BB from S&P and Ba2 from Moody's
and continuing until Company fails to maintain such ratings, the
Base Rate Margin and Eurodollar Rate Margin in each case shall be
0.25% per annum less than the Base Rate Margin and Eurodollar Rate
Margin otherwise applicable pursuant to this subsection 2.2A(i).
(ii) Upon delivery of the Pricing Certificate by Company to
Administrative Agent pursuant to subsection 6.1(iii), the Base Rate
Margin and the Eurodollar Rate Margin shall automatically be
adjusted in accordance with such Pricing Certificate, such
adjustment to become effective on the next succeeding Business Day
following the receipt by Administrative Agent of such Pricing
Certificate (subject to the provisions of the foregoing clause (i));
provided that, if at any time a Pricing Certificate is not delivered
at the time required pursuant to subsection 6.1(iii), from the time
such Pricing Certificate was required to be delivered until delivery
of such Pricing Certificate, the applicable margins shall be the
maximum percentage amount for the relevant Loan set forth above.
(iii) Subject to the provisions of subsections 2.2E, 2.2G and
2.7, the Swing Line Loans shall bear interest through maturity at
the sum of the Base Rate plus the applicable Base Rate Margin for
Revolving Loans minus the Commitment Fee Percentage.
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C. Subsection(ii) of the Credit Agreement is hereby amended by
inserting the following immediately before the semicolon at the end of the first
proviso thereto:
"and, upon any additional Tranche B Term Loans being made on or after the
Fifth Amendment Effective Date following an increase in Tranche B Term
Loan Commitments pursuant to subsection 2.10, the scheduled installments
of principal of the Tranche B Term Loans shall be increased by the
aggregate amount of such additional Tranche B Term Loans, such increase
being applied on a pro rata basis to each such scheduled installment that
is unpaid at the time such additional Tranche B Term Loan is made."
D. Subsection 2.4B(iii)(e) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
(e) Prepayments and Reductions from Consolidated Excess Cash
Flow. In the event that there shall be a positive amount of
Consolidated Excess Cash Flow for any Fiscal Year commencing with
the Fiscal Year ending October 31, 2004, no later than 100 days
after the end of each such Fiscal Year, Company shall prepay the
Loans in an aggregate amount equal to (1) 75% of such Consolidated
Excess Cash Flow, minus (2) any Voluntary Prepayment Amount for such
Fiscal Year minus (3) the aggregate amount for such Fiscal Year of
any repurchases or redemptions of Existing Senior Subordinated Notes
and/or Senior Notes and/or Convertible Subordinated Notes of Company
pursuant to Section 7.5A(xi) (but in the case of this subclause (3)
only to the extent the funds applied for such purpose are included
in the calculation of Consolidated EBITDA); provided, that
commencing with the Fiscal Year ending October 31, 2004, the
percentage in subclause (1) above shall be reduced to 50% of
Consolidated Excess Cash Flow for any Fiscal Year during which the
Consolidated Leverage Ratio as of the last day of such Fiscal Year
is less than 2.50:1.00.
E. Subsection 2.5A of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"A. TERM LOANS. The proceeds of the Term Loans made on the Closing
Date, together with the proceeds of the debt capitalization of Company
described in subsection 4.1E, shall be applied by Company to fund the
Acquisition Financing Requirements. The proceeds of the Term Loans made on
or after the Fifth Amendment Effective Date shall be applied by Company
for working capital and other general corporate purposes, including
without limitation to repurchase, redeem or otherwise retire Existing
Senior Subordinated Notes and/or Senior Notes and/or Convertible
Subordinated Notes."
F. Section 2 of the Credit Agreement is hereby amended by adding
thereto the following subsection 2.10 at the end thereof:
"2.10 INCREASE IN COMMITMENTS.
A. REQUEST FOR INCREASE. Provided no Event of Default has occurred and
is continuing, upon notice to Administrative Agent (which shall promptly notify
Lenders), Company may from time to time by written notice to Administrative
Agent request an increase in (i) the Revolving Loan Commitments by an amount
(for all such requests) not exceeding $25,000,000 and (ii) the Tranche B Term
Loan Commitments by an amount (for all such requests) not exceeding $50,000,000;
provided that any such request for an increase shall be in a minimum amount of
$5,000,000.
B. INCREASE IN COMMITMENTS; ADDITIONAL LENDERS. Concurrently with any
request by Company for an increase in Commitments pursuant to this subsection
2.10, Company shall notify Administrative Agent of each Lender that has agreed
to increase its Revolving Loan Commitment or Tranche B Term Loan Commitment, as
the case may be, and the amount of each such agreed increase. To achieve the
full
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amount of a requested increase in Commitments Company may also invite additional
Eligible Assignees to become Lenders pursuant to a joinder agreement in form and
substance satisfactory to Administrative Agent and its counsel, provided that
Administrative Agent and, solely to the extent such Eligible Assignee is to have
a Revolving Loan Commitment, Swingline Lender and each Issuing Lender, shall
have consented to any such Eligible Assignee becoming a Lender. Company shall
have no right to increase Commitments pursuant to this subsection 2.10 except to
the extent Company obtains the agreement of one or more Lenders and/or Eligible
Assignees (and, in the case of any such Eligible Assignee, any requisite
consents) to accept such increase in Commitments.
C. EFFECTIVE DATE AND ALLOCATIONS. If the Commitments are increased in
accordance with this subsection 2.10, Administrative Agent and Company shall
determine the effective date (each, an "Increase Effective Date") and the final
allocation of such increase in Commitments. Administrative Agent shall promptly
notify Company and the Lenders (and any designated Eligible Assignees) of the
final allocation of such increase and the applicable Increase Effective Date.
D. CONDITIONS TO EFFECTIVENESS OF INCREASE. As a condition precedent to
each such increase in Commitments, Company shall deliver to Administrative Agent
an Officer's Certificate of Company dated as of the applicable Increase
Effective Date (i) certifying and attaching the resolutions adopted by Company
approving or consenting to such increase in Commitments, and (ii) certifying
that, before and after giving effect to such increase in Commitments:
(a) the representations and warranties contained herein and in the
other Loan Documents are true, correct and complete in all material
respects on and as of the applicable Increase Effective Date to the
same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties are
true, correct and complete in all material respects on and as of
such earlier date; provided that where a representation and warranty
is already qualified as to materiality, such representation and
warranty shall be true, correct and complete as so qualified;
(b) no event has occurred and is continuing that would constitute
an Event of Default or a Potential Event of Default; and
(c) each Loan Party has performed in all material respects all
agreements and satisfied all conditions which this Agreement
provides shall be performed or satisfied by it on or before the
applicable Increase Effective Date.
Company shall either (1) prepay any Revolving Loans outstanding on the
applicable Increase Effective Date or (2) submit a Notice of Borrowing
requesting Revolving Loans as of the applicable Increase Effective Date (which
Revolving Loans shall be funded solely by the Revolving Lenders that have
increased their respective Revolving Loan Commitments as of such Increase
Effective Date), in each case solely to the extent necessary to keep the
outstanding Revolving Loans ratable with any revised Pro Rata Shares of
Revolving Loans arising from any nonratable increase in the Revolving Loan
Commitments under this subsection 2.10."
1.3 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS
A. Subsection 7.5A(xi) of the Credit Agreement is hereby amended by
deleting the reference to "$25,000,000" therein and substituting "$50,000,000"
therefor.
B. Subsection 7.5A(xiii) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"(xiii) during any Fiscal Year ending on or after October 31, 2003,
Company may repurchase or redeem Existing Senior Subordinated Notes and/or
Senior Notes and/or Convertible Subordinated Notes (any such redemption being
made in accordance with the terms of the Existing Senior Subordinated Indenture,
the Senior Indenture and/or the Convertible Subordinated Note Indenture,
respectively) in an amount equal to 25%
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of Consolidated Excess Cash Flow for such Fiscal Year (the "MAXIMUM REPURCHASE
AMOUNT"); provided that the Consolidated Leverage Ratio as of the last day of
the most recently completed Fiscal Quarter, after giving effect to the proposed
repurchase or redemption and any other repurchases or redemptions previously
consummated during the current Fiscal Quarter as though they had occurred on the
last day of the most recently completed Fiscal Quarter, is less than 3:00 to
1:00; provided further that (a) such percentage shall be increased to 50% of
Consolidated Excess Cash Flow during any Fiscal Year for which the Consolidated
Leverage Ratio as of the end of such Fiscal Year is less than 2:50 to 1:00, and
(b) the Maximum Repurchase Amount for any Fiscal Year shall be increased by an
amount equal to the excess, if any, of the Maximum Repurchase Amount for the
previous Fiscal Year (without giving effect to any adjustment in accordance with
subclause (b) of this proviso, and solely to the extent that such previous
Fiscal Quarters ended on or after January 31, 2004) over the actual amount
applied to repurchases or redemptions during such previous Fiscal Years; and"
1.4 TITLES OF CERTAIN AGENTS
A. For purposes of this Amendment and the resyndication and repricing
process contemplated hereby:
(i) Credit Suisse First Boston, acting through its Cayman Islands
Branch, shall be "Sole Lead Arranger" in connection with the resyndication
and repricing of the Tranche B Term Loans; and
(ii) Credit Suisse First Boston, acting through its Cayman Islands
Branch, and Wells Fargo Bank, National Association, shall be "Co-Lead
Arrangers" in connection with the resyndication and repricing of the
Tranche A Term Loans and the Revolving Loans.
The term "Agents" as defined under the Credit Agreement shall be deemed
for all purposes to include, without limitation, Credit Suisse First Boston,
acting through its Cayman Islands Branch, in its capacity as "Sole Lead
Arranger".
SECTION 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "FIFTH AMENDMENT
EFFECTIVE DATE"):
A. Company shall deliver to Lenders (or to Administrative Agent
for Lenders) the following, each, unless otherwise noted, dated the Fifth
Amendment Effective Date:
1. Certified copies of its Certificate of Incorporation,
together with a good standing certificate from the Secretary of State of
the State of Delaware, each dated a recent date prior to the Fifth
Amendment Effective Date;
2. A certificate, dated as of the Fifth Amendment Effective
Date, of its corporate secretary or an assistant secretary, certifying
that there have been no changes in its Bylaws from the form of Bylaws
previously delivered to Lenders;
3. Resolutions of its Board of Directors approving and
authorizing the execution, delivery, and performance of this Amendment,
certified as of Fifth Amendment Effective Date by its corporate secretary
or an assistant secretary as being in full force and effect without
modification or amendment;
4. Signature and incumbency certificates of its officers
executing this Amendment; and
5. Executed copies of this Amendment.
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B. Each Lender shall have executed this Amendment.
C. All corporate and other proceedings taken or to be taken in
connection with the transactions contemplated hereby shall be satisfactory in
form and substance to Administrative Agent and such counsel, and Administrative
Agent and such counsel shall have received all such counterpart originals or
certified copies of such documents as Administrative Agent may reasonably
request.
D. Lenders shall have received copies of one or more favorable
written opinions of counsel to Company, in form and substance reasonably
satisfactory to Administrative Agent and its counsel, dated as of the Fifth
Amendment Effective Date with respect to the enforceability of the Amended
Agreement (as hereinafter defined) and as to such other matters as
Administrative Agent acting on behalf of Lenders may reasonably request.
SECTION 3. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender that the following statements are true, correct and
complete as of the date of this Amendment:
A. CORPORATE POWER AND AUTHORITY. Company has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT").
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of
this Amendment and the performance of the Amended Agreement have been duly
authorized by all necessary corporate action on the part of Company.
C. NO CONFLICT. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Certificate or
Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of government binding on
Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Subsidiaries in any manner that
would be likely to result in a Material Adverse Effect, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries (other than Liens created under any
of the Loan Documents in favor of Administrative Agent on behalf of Lenders or
Permitted Encumbrances), or (iv) require any approval of stockholders or any
approval or consent of any Person under any Contractual Obligation of Company or
any of its Subsidiaries.
D. GOVERNMENTAL CONSENTS. The execution and delivery by Company
of this Amendment and the performance by Company of the Amended Agreement do not
and will not require any registration with, consent or approval of, or notice
to, or other action to, with or by, any federal, state or other governmental
authority or regulatory body.
E. BINDING OBLIGATION. This Amendment has been duly executed and
delivered by Company and this Amendment and the Amended Agreement are the
legally valid and binding obligations of Company, enforceable against Company in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the date hereof to the same extent as though made on and
as of such date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.
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G. ABSENCE OF DEFAULT. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
SECTION 4. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(i) On and after the Fifth Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the
"Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to
the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver
of any provision of, or operate as a waiver of any right, power or
remedy of Administrative Agent or any Lender under, the Credit
Agreement or any of the other Loan Documents.
B. FEES AND EXPENSES. Company acknowledges that all costs, fees
and expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.
C. HEADINGS. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
SECTION 5. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each guarantor listed on the signature pages hereof ("SUBSIDIARY
GUARANTORS") hereby acknowledges that it has read this Amendment and consents to
the terms thereof, and hereby confirms and agrees that, notwithstanding the
effectiveness of this Amendment, the obligations of each Subsidiary Guarantor
under its applicable Subsidiary Guaranty shall not be impaired or affected and
the applicable Subsidiary Guaranty is, and shall continue to be, in full force
and effect and is hereby confirmed and ratified in all respects. Each Subsidiary
Guarantor further agrees that nothing in the Credit Agreement, this Amendment or
any other Loan Document shall be deemed to require the consent of such
Subsidiary Guarantor to any future amendment to the Credit Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
URS CORPORATION, a Delaware
corporation
By: /s/ Kent P. Ainsworth
----------------------------------
Name: Kent P. Ainsworth
Title: Executive Vice President and
Chief Financial Officer
CREDIT SUISSE FIRST BOSTON, ACTING
THROUGH ITS CAYMAN ISLANDS BRANCH,
Individually and as Administrative
Agent
By: /s/ S. William Fox
----------------------------------
Name: S. William Fox
Title: Director
By: /s/ David I. Dodd
----------------------------------
Name: David I. Dodd
Title: Associate
AMAN ENVIRONMENTAL CONSTRUCTION, INC.,
a California corporation
By: /s/ Kent P. Ainsworth
----------------------------------
Name: Kent P. Ainsworth
Title: Executive Vice President and
Chief Financial Officer
BANSHEE CONSTRUCTION COMPANY, INC.,
a California corporation
By: /s/ Rita Armstrong
----------------------------------
Name: Rita Armstrong
Title: Vice President and Treasurer
CLEVELAND WRECKING COMPANY, a
California Corporation
By: /s/ Rita Armstrong
----------------------------------
Name: Rita Armstrong
Title: Vice President and Treasurer
SIGNET TESTING LABORATORIES, INC., URS CORPORATION-MARYLAND, a
A DELAWARE CORPORATION Maryland Corporation
By: /s/ Rita Armstrong By: /s/ David C. Nelson
---------------------------------- ----------------------------------
Name: Rita Armstrong Name: David C. Nelson
Title: Vice President and Treasurer Title: Vice President and Treasurer
URS CORPORATION-OHIO, an Ohio
RADIAN INTERNATIONAL LLC, a Corporation
Delaware Limited Liability Company
By: /s/ David C. Nelson
By: /s/ David C. Nelson ----------------------------------
---------------------------------- Name: David C. Nelson
Name: David C. Nelson Title: Vice President and Treasurer
Title: Vice President and Treasurer
URS CORPORATION SOUTHERN, a
URS CONSTRUCTION SERVICES, INC., California Corporation
a Florida Corporation
By: /s/ David C. Nelson
By: /s/ Kent P. Ainsworth ----------------------------------
---------------------------------- Name: David C. Nelson
Name: Kent P. Ainsworth Title: Vice President and Treasurer
Title: Executive Vice President and
chief Executive Officer URS GROUP INC., a Delaware Corporation
URS CORPORATION, a Nevada Corporation
By: /s/ David C. Nelson
----------------------------------
By: /s/ David C. Nelson Name: David C. Nelson
---------------------------------- Title: Vice President and Assistant
Name: David C. Nelson Treasurer
Title: Vice President and Treasurer
URS OPERATING SERVICES, INC.,
a Delaware Corporation
URS CORPORATION GREAT LAKES, a
Michigan Corporation
By: /s/ Peter J. Pedalino
By: /s/ Kent P. Ainsworth ----------------------------------
---------------------------------- Name: Peter J. Pedalino
Name: Kent P. Ainsworth Title: Vice President and Controller
Title: Chief Financial Officer
URS HOLDINGS, INC., a
URS CORPORATION GROUP CONSULTANTS, Delaware Corporation
a New York Corporation
By: /s/ David C. Nelson By: /s/ David C. Nelson
---------------------------------- ----------------------------------
Name: David C. Nelson Name: David C. Nelson
Title: Vice President and Treasurer Title: Vice President and Treasurer
URS INTERNATIONAL INC., a
Delaware Corporation
By: /s/ David C. Nelson
----------------------------------
Name: David C. Nelson
Title: Vice President and Treasurer
LEAR SIEGLER SERVICES, INC., a
Delaware Corporation RADIAN ENGINEERING, INC. a New York
Corporation
By: /s/ Kent P. Ainsworth
--------------------------------- By: /s/ Kent P. Ainsworth
Name: Kent P. Ainsworth ----------------------------------
Title: Executive Vice President Name: Kent P. Ainsworth
Title: Executive Vice President, Chief
EG&G DEFENSE MATERIALS, INC., a Financial Officer and Secretary
Utah Corporation
URS CORPORATION AES., a
By: /s/ William Neeb Connecticut Corporation
----------------------------------
Name: William Neeb
Title: Vice President, Chief By: /s/ Kent P. Ainsworth
Financial Officer and Assistant ----------------------------------
Treasurer Name: Kent P. Ainsworth
Title: Executive Vice President and
EG&G TECHNICAL SERVICES, INC., a Chief Financial Officer
Delaware Corporation
URS CORPORATION ARCHITECTURE-NC, P.C.,
By: /s/ Kent P. Ainsworth a North Carolina Corporation
----------------------------------
Name: Kent P. Ainsworth
Title: Executive Vice President By: /s/ Kent P. Ainsworth
----------------------------------
Name: Kent P. Ainsworth
D&M CONSULTING ENGINEERS, INC., a Title: Executive Vice President and
Delaware Corporation Chief Financial Officer
URS CORPORATION - NEW YORK, a
By: /s/ Kent P. Ainsworth New York Corporation
----------------------------------
Name: Kent P. Ainsworth
Title: Executive Vice President and By: /s/ Kent P. Ainsworth
Chief Financial Officer ----------------------------------
Name: Kent P. Ainsworth
E.C. DRIVER & ASSOCIATES, INC., a Title: Executive Vice President and
Florida Corporation Chief Financial Officer
URS RESOURCES, LLC, a
By: /s/ Kent P. Ainsworth Delaware Limited Liability Company
----------------------------------
Name: Kent P. Ainsworth
Title: Executive Vice President and By: /s/ Kent P. Ainsworth
Chief Financial Officer ----------------------------------
Name: Kent P. Ainsworth
Title: Attorney-in-fact
LEAR SIEGLER LOGISTICS INTERNATIONAL,
INC., a Delaware Corporation
BNP PARIBAS
AS A LENDER
By: /s/ Kent P. Ainsworth
----------------------------------
Name: Kent P. Ainsworth By: /s/ James McCann
Title: Executive Vice President ----------------------------------
Name: James McCann
Title: Director
BNP PARIBAS DAVID L. BABSON & COMPANY INC.
AS A LENDER AS COLLATERAL MANAGER ON BEHALF OF THE
INVESTMENT FUNDS UNDER ITS MANAGEMENT AS
By: /s/ Sandy Bertram LISTED BELOW;
----------------------------------
Name: Sandy Bertram - ELC (CAYMAN) LTD. CDO SERIES 1999-I
Title: Vice President - ELC (CAYMAN) LTD. 1999-III
- ELC (CAYMAN) LTD. 2000-I
CREDIT SUISSE FIRST BOSTON, ACTING - APEX (IDM) CDO I LTD
THROUGH ITS CAYMAN ISLANDS BRANCH, - TRYON CLO LTD. 2000-I
AS A LENDER - SIMSBURY CLO. LIMITED
- SUFFIELD CLO, LIMITED
By: /s/ S. William Fox
---------------------------------- By: /s/ John Stelwagon
Name: S. William Fox ------------------------------------
Title: Director Name: John Stelwagon
Title: Managing Director
HARRIS TRUST & SAVINGS BANK,
AS A LENDER MAPLEWOOD (CAYMAN) LIMITED
BY: DAVID L. BABSON & COMPANY INC.
By: /s/Isabella Battista UNDER DELEGATED AUTHORITY FROM
---------------------------------- MASSACHUSETTS MUTUAL LIFE INSURANCE
Name: Isabella Battista COMPANY AS INVESTMENT MANAGER
Title: Vice President
By: /s/ John Stelwagon
LANDMARK II CDO LIMITED, ------------------------------------
BY: ALADDIN CAPITAL MANAGEMENT LLC, Name: John Stelwagon
AS MANAGER Title: Managing Director
By: /s/ Joseph Moroney BILL & MELINDA GATES FOUNDATION
---------------------------------- BY: DAVID L. BABSON & COMPANY INC.
Name: Joseph Moroney AS INVESTMENT MANAGER
Title: Director
By: /s/ John Stelwagon
CALLIDUS DEBT PARTNERS CDO FUND I, LTD ------------------------------------
BY: ITS COLLATERAL MANAGER, CALLIDUS Name : John Stelwagon
CAPITAL MANAGEMENT, LLC, Title : Managing Director
AS A LENDER
BABSON CLO TLD. 2003-I
By: /s/ Mavis Taintor BY: DAVID L. BABSON & COMPANY INC.,
---------------------------------- AS MANAGER
Name: Mavis Taintor
Title: Managing Director By: /s/ John Stelwagon
------------------------------------
TORONTO DOMINION (NEW YORK), INC., Name: John Stelwagon
AS A LENDER Title: Managing Director
By: /s/ Michelle Manning
----------------------------------
Name: Michelle Manning
Title: Vice President
MASSACHUSETTS MUTUAL LIFE INSURANCE NOVA CDO 2001, LTD.,
COMPANY BY: AS A LENDER
DAVID L. BABSON & COMPANYINC.
AS INVESTMENT MANAGER
By: /s/ John G. Martin
By: /s/ John Stelwagon ----------------------------------
---------------------------------- Name: John G. Martin
Name: John Stelwagon Title: Vice President
Title: Managing Director
VENTURE CDO 2002, LIMITED,
NATIONWIDE MUTUAL INSURANCE COMPANY AS A LENDER
AS A LENDER
BY ITS INVESTMENT ADVISER MIX ASSET
MANAGEMENT LLC
By: /s/ Thomas S. Leggett
---------------------------------- By: /s/ Martin Davey
Name: Thomas S. Leggett ----------------------------------
Title: Associate Vice President Public Name: Martin Davey
Bonds Title: Managing Director
SCOTTSDALE INSURANCE VENTURE II CDO, LIMITED,
AS A LENDER AS A LENDER
BY ITS INVESTMENT ADVISER MIX ASSET
By: /s/ Thomas S. Leggett MANAGEMENT LLC
----------------------------------
Name: Thomas S. Leggett By: /s/ Martin Davey
Title: Associate Vice President Public ----------------------------------
Bonds Name: Martin Davey
Title: Managing Director
AMCO INSURANCE
AS A LENDER DRYDEN HIGH YEILD CDO 2001-I,
BY PRUDENTIAL INVESTMENT MANAGEMENT,
AS COLLATERAL MANAGER, AS A LENDER
By: /s/ Thomas S. Leggett
----------------------------------
Name: Thomas S. Leggett By: /s/ B. Ross Smead
Title: Associate Vice President Public ----------------------------------
Bonds Name: B. Ross Smead
Title: Vice President
ANTARES CAPITAL CORPORATION,
AS A LENDER DRYDEN LEVERAGED LOAN CDO 2002-II,
BY PRUDENTIAL INVESTMENT MANAGEMENT,
AS COLLATERAL MANAGER, AS A LENDER
By: /s/ John G. Martin
----------------------------------
Name: John G. Martin By: /s/ B. Ross Smead
Title: Managing Director ----------------------------------
Name: B. Ross Smead
MARINER CDO 2002, LTD Title: Vice President
AS A LENDER
DRYDEN III - LEVERAGED LOAN CDO 2003,
BY PRUDENTIAL INVESTMENT MANAGEMENT,
By: /s/ John G. Martin AS COLLATERAL MANAGER, AS A LENDER
---------------------------------
Name: John G. Martin
Title: Vice President By: /s/ B. Ross Smead
----------------------------------
Name: B. Ross Smead
Title: Vice President
Title: Managing Director
LOAN FUNDING V, LLC, US BANK NATIONAL ASSOCIATION,
BY PRUDENTIAL INVESTMENT MANAGEMENT, AS A LENDER
AS PORTFOLIO MANAGER, AS A LENDER
By: /s/ Douglas A. Rich
By: /s/ B. Ross Smead ----------------------------------
---------------------------------- Name: Douglas A. Rich
Name: B. Ross Smead Title: Vice President
Title: Vice President AIMCO CDO SERIES 2000-A,
AS A LENDER
ORIX FINANCIAL SERVICES, INC.,
AS A LENDER By: /s/ Unreadable
----------------------------------
By: /s/ Christopher L. Smith Name: Unreadable
---------------------------------- Title: Unreadable
Name: Christopher L. Smith
Title: Authorized Representative AIMCO CDO SERIES 2001-A,
AS A LENDER
COLUMBIA FLOATING RATE ADVANTAGE FUND
BY: HIGHLAND CAPITAL MANAGEMENT, L.P., By: /s/ Unreadable
ITS INVESTMENT ADVISOR, ----------------------------------
AS A LENDER Name: Unreadable
Title: Unreadable
By: /s/ Todd Travers
---------------------------------- ALL STATE LIFE INSURANCE COMPANY,
Name: Todd Travers AS A LENDER
Title: Senior Portfolio Manager,
Highland Capital Management, L.R. By: /s/ Unreadable
----------------------------------
COLUMBIA FLOATING RATE LIMITED Name: Unreadable
LIABILITY COMPANY Title: Unreadable
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
ITS INVESTMENT ADVISOR, THE ROYAL BANK OF SCOTLAND PLC.,
AS A LENDER AS A LENDER
By: /s/ Todd Travers By: /s/ Curtis Lueker
---------------------------------- ----------------------------------
Name: Todd Travers Name: Curtis Lueker
Title: Senior Portfolio Manager, Title: Vice President
Highland Capital Management,
L.R. PROMETHEUS INVESTMENT FUNDING NO. 2 LTD,
AS A LENDER
CARLYLE HIGH YIELD PARTERS IV, LTD.,
AS A LENDER By: /s/ James T. Li
----------------------------------
By: /s/ Linda Pace Name: James T. Li
---------------------------------- Title: Associate Director
Name: Linda Pace
Title: Managing Director
CARLYLE HIGH YIELD PARTERS III, LTD.,
AS A LENDER
By: /s/ Linda Pace
----------------------------------
Name: Linda Pace
DENALI CAPITAL LLC, MANAGING MEMBER OF SRF 2000, INC.,
DC FUNDING PARTNERS, PORTFOLIO MANAGER AS A LENDER
FOR DENALI CAPITAL CLO I, LTD., OR AN
AFFILIATE
By: /s/ Diana M. Himes
----------------------------------
By: /s/ John P. Thacker Name: Diana M. Himes
---------------------------------- Title: Assistant Vice President
Name: John P. Thacker
Title: Chief Credit Officer ERSTE BANK DER OESTERREICHISCHEN
SPARKASSES AG.
DENALI CAPITAL LLC, MANAGING MEMBER OF AS A LENDER
DC FUNDING PARTNERS, PORTFOLIO MANAGER
FOR DENALI CAPITAL CLO III, LTD., OR By: /s/ John Fay
AN AFFILIATE ----------------------------------
Name: John Fay
Title: Vice President
By: /s/ John P. Thacker
----------------------------------
Name: John P. Thacker By: /s/ Bryan J. Lynch
Title: Chief Credit Officer ----------------------------------
Name: Bryan J. Lynch
GENERAL ELECTRIC CAPITAL CORPORATION Title: First Vice President
AS A LENDER
FRANKLIN CLO IV, LTD.,
AS A LENDER
By: /s/Brian Schwinn
----------------------------------
Name: Brian Schwinn By: /s/ Richard Hsu
Title: Duly Authorized Signatory ----------------------------------
Name: Richard Hsu
TRANSAMERICA BUSINESS CAPITAL Title: Vice President
CORPORATION
AS A LENDER FRANKLIN CLO III, LTD.,
AS A LENDER
By: /s/Brian Schwinn
----------------------------------
Name: Brian Schwinn By: /s/ Richard Hsu
Title: Duly Authorized Signatory ----------------------------------
Name: Richard Hsu
IKB CAPITAL CORPORATION Title: Vice President
AS A LENDER
FRANKLIN FLOATING RATE DAILY ACCESS
FUND
By: /s/ David Snyder AS A LENDER
----------------------------------
NAME: DAVID SNYDER By: /s/ Richard Hsu
TITLE: PRESIDENT ----------------------------------
Name: Richard Hsu
Title: Vice President
SRF TRADING, INC.,
AS A LENDER
FRANKLIN CLO I, LTD.,
AS A LENDER
By: /s/ Diana M. Himes
----------------------------------
Name: Diana M. Himes By: /s/ Richard Hsu
Title: Assistant Vice President ----------------------------------
Name: Richard Hsu
Title: Vice President
FRANKLIN CLO II, LTD., STANWICH LOAN FUNDING LLC,
AS A LENDER AS A LENDER
By: /s/ Richard Hsu By: /s/ Diane M. Himes
---------------------------------- ----------------------------------
Name: Richard Hsu Name: Diane M. Himes
Title: Vice President Title: Assistant Vice President
FRANKLIN FLOATING RATE TRUST, UNION BANK OF CALIFORNIA, N.A.,
AS A LENDER AS A LENDER
By: /s/ Richard Hsu By: /s/ David Jackson
---------------------------------- ----------------------------------
Name: Richard Hsu Name: David Jackson
Title: Vice President Title: Vice President
HAMILTON FLOATING RATE FUND, LLC, WELLS FARGO, NATIONAL ASSOCIATION,
AS A LENDER AS A LENDER
By: /s/ Dean Stephan By: /s/ Marsha Poenisch
---------------------------------- ----------------------------------
Name: Dean Stephan Name: Marsha Poenisch
Title: Managing Director Title: Vice President
PACIFICA CDO II, LTD., BY ALCENTRA BRYN MAWR CLO, LTD.,
AS A LENDER BY: DEERFIELD CAPITAL MANAGEMENT LLC
AS ITS COLLATERAL MANAGER,
AS A LENDER
By: /s/ Anna Popovici
----------------------------------
Name: Anna Popovici By: /s/ Dale Burrow
Title: Associate ----------------------------------
Name: Dale Burrow
MUIRFIELD TRADING LLC, Title: Senior Vice President
AS A LENDER
FOREST CREEK CLO, LTD.,
BY: DEERFIELD CAPITAL MANAGEMENT LLC
By: /s/ Diane M. Himes AS ITS COLLATERAL MANAGER,
---------------------------------- AS A LENDER
Name: Diane M. Himes
Title: Assistant Vice President
By: /s/ Dale Burrow
----------------------------------
PPM SPYGLASS FUNDING TRUST, Name: Dale Burrow
AS A LENDER Title: Senior Vice President
LONG GROVE CLO, LIMITED
By: /s/ Diane M. Himes BY: DEERFIELD CAPITAL MANAGEMENT LLC
---------------------------------- AS ITS COLLATERAL MANAGER,
Name: Diane M. Himes AS A LENDER
Title: Assistant Vice President
PPM SHADOW CREEK FUNDING LLC,
AS A LENDER By: /s/ Dale Burrow
----------------------------------
Name: Dale Burrow
By: /s/ Diane M. Himes Title: Senior Vice President
----------------------------------
Name: Diane M. Himes
Title: Assistant Vice President
ROSEMONT CLO, LTD., LONGHORN CDO (CAYMAN) LTD.,
BY: DEERFIELD CAPITAL MANAGEMENT LLC BY: MERRILL LYNCH INVESTMENT MANGERS,
AS ITS COLLATERAL MANAGER, L.P., AS INVESTMENT ADVISOR
AS A LENDER
By: /s/ Anthony Heyman
By: /s/ Dale Burrow ----------------------------------
---------------------------------- Name: Anthony Heyman
Name: Dale Burrow Title: Authorized Signatory
Title: Senior Vice President
SEQUILS-CUMBERLAND I, LTD., LONGHORN II, LTD.,
BY: DEERFIELD CAPITAL MANAGEMENT LLC BY: MERRILL LYNCH INVESTMENT MANGERS,
AS ITS COLLATERAL MANAGER, L.P.,
AS A LENDER AS INVESTMENT ADVISOR
By: /s/ Anthony Heyman
By: /s/ Dale Burrow ----------------------------------
---------------------------------- Name: Anthony Heyman
Name: Dale Burrow Title: Authorized Signatory
Title: Senior Vice President
THE NORINCHUKIN BANK, NEW YORK, MASTER SENIOR FLOATING RATE TRUSTS
AS A LENDER
By: /s/Fumiaki Ono By: /s/ Anthony Heyman
---------------------------------- ----------------------------------
Name: Fumiaki Ono Name: Anthony Heyman
Title: General Manager Title: Authorized Signatory
MERRILL LYNCH PRIME RATE PORTFOLIO MERRILL LYNCH CAPITAL, A
BY: MERRILL LYNCH INVESTMENT MANAGERS, DIVISION OF MERRILL LYNCH BUSINESS
L.P. AS INVESTMENT ADVISOR FINANCIAL SERVICES INC.,
AS A LENDER
By: /s/ Anthony Heyman
---------------------------------- By: /s/ Julia Maslanka
Name: Anthony Heyman ----------------------------------
Title: Authorized Signatory Name: Julia Maslanka
Title: Vice President
MERRILL LYNCH GLOBAL INVESTMENT NATIONAL CITY BANK,
SERIES: AS A LENDER
BANK LOAN INCOME PORTFOLIO
BY: MERRILL LYNCH INVESTMENT MANAGERS, By: /s/ Frank Byrne
L.P., AS INVESTMENT ADVISOR ----------------------------------
Name: Frank Byrne
By: /s/ Anthony Heyman Title: Account Manager
----------------------------------
Name: Anthony Heyman ML CLO XII PILGRIM AMERICA (CAYMAN)
Title: Authorized Signatory LTD.,
BY: ING INVESTMENTS, LLC
AS ITS INVESTMENT MANAGER
By: /s/ Robert Wilson
----------------------------------
Name: Robert Wilson
Title: Senior Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN) CALLIDUS DEBT PARTNERS CLO FUND II,
LTD., LTD.
BY: ING INVESTMENTS, LLC BY: ITS COLLATERAL MANAGER,
AS ITS INVESTMENT MANAGER CALLIDUS CAPITAL MANAGEMENT, LLC
AS A LENDER
By: /s/ Robert Wilson
---------------------------------- By: /s/ Wayne Wheller
Name: Robert Wilson ----------------------------------
Title: Senior Vice President Name: Wayne Wheller
Title: Managing Director
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD, FORTIS CAPITAL CORP.
BY: ING INVESTMENTS, LLC
AS ITS INVESTMENT MANAGER By: /s/ John Preneta
----------------------------------
By: /s/ Robert Wilson Name: John Preneta
---------------------------------- Title: Executive Vice President
Name: Robert Wilson
Title: Senior Vice President By: /s/Stephen Suo
----------------------------------
PILGRIM CLO 1999-1 LTD., Name: Stephen Suo
BY: ING INVESTMENTS, LLC Title: Vice President
AS ITS INVESTMENT MANAGER
PROMETHEUS INVESTMENT FUNDING NO. 1
By: /s/ Robert Wilson LTD, BY HVB CREDIT ADVISORS LLC
--------------------------------- AS A LENDER
Name: Robert Wilson
Title: Senior Vice President By: /s/ James T, Li
----------------------------------
TRUMBULL THC, LTD., Name: James T, Li
AS A LENDER Title: Associate Director
By: /s/ Theresa Lynch By: /s/ Vicky S. Soo
--------------------------------- ----------------------------------
Name: Theresa Lynch Name: Vicky S. Soo
Title: Assistant Vice President Associate Director
JPMORGAN CHASE BANK AS TRUSTEE OF THE OAKHILL SECURIITIES FUND, L.P.
BY: OAK HILL SECURITIES GENERAL
ANTAREST FUNDING TRUST CREATED UNDER PARTNERSHIP, ITS GENERAL PARTNERS
TRUST AGREEMENT DATED AS OF NOVEMBER
30, 1999, BY: OAK HILL SECURITIES MGP, INC.,
AS A LENDER ITS GENERAL PARTNER
By: /s/ Leslie Hundley By: /s/ Scott D. Krase
---------------------------------- ----------------------------------
Name: Leslie Hundley Name: Scott D. Krase
Title: Assistant Vice President Title: Vice President
OAKHILL SECURIITIES FUND II, L.P. BANK LEUMI USA,
AS A LENDER
BY: OAK HILL SECURITIES GENPAR II,
L.P., ITS GENERAL PARTNERS
By: /s/ Natalya Kogan
BY: OAK HILL SECURITIES MGP, INC., ----------------------------------
ITS GENERAL PARTNER Name: Natalya Kogan
Title: Banking Officer
By: /s/ Scott D. Krase
----------------------------------
Name: Scott D. Krase
Title: Vice President
OAKHILL PARTNERS I, L.P.
BY: OAK HILL CLO MANAGEMENT I, LLC,
AS INVESTMENT MANAGER
By: /s/ Scott D. Krase
----------------------------------
Name: Scott D. Krase
Title: Authorized Person
MADISON AVENUE IV LTD.,
BY: METROPOLITAN LIFE INSURANCE
COMPANY,
AS COLLATERAL MANAGER,
AS A LENDER
By: /s/ James R. Dingler
----------------------------------
Name: James R. Dingler
Title: Director
METROPOLITAN LIFE INSURANCE COMPANY,
AS A LENDER
By: /s/ James R. Dingler
----------------------------------
Name: James R. Dingler
Title: Director
WHITNEY PRIVATE DEBT FUND, L.P.,
AS A LENDER
By: /s/ Kevin J. Curley
----------------------------------
Name: Kevin J. Curley
Title: Authorized Signatory