EX-99.1 3 f82277exv99w1.htm EXHIBIT 99.1 exv99w1
 

EXHIBIT 99.1

URS CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

     This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 4, 2002, and entered into by and among URS CORPORATION, a Delaware corporation (“Company”), the FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (“Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for Lenders (“Administrative Agent”), and, for purposes of Section 4 hereof, the Subsidiaries of Company listed on the signature pages hereof (collectively, “Subsidiary Guarantors”).

RECITALS

     WHEREAS, Company, Lenders and Administrative Agent have entered into that certain Credit Agreement dated as of June 9, 1999, as amended by that certain First Amendment to Credit Agreement dated as of November 1, 2001 (as so amended, and as otherwise amended, modified or supplemented from time to time, the “Credit Agreement”), by and among Company, Lenders and Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

     WHEREAS, the Company wishes to increase the Maximum Consolidated Capital Expenditures Amount under the Credit Agreement.

     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 7: Company’s Negative Covenants

     A. Subsection 7.8 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
     
       “Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso except with respect to a calculation where the prior Fiscal Year is either Fiscal Year 2001 or Fiscal

1


 

     
  Year 2002) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year:

         
    Maximum Consolidated
Fiscal Year   Capital Expenditures Amount

 
2000
  $ 34,000,000  
2001
  $ 46,000,000  
2002
  $ 73,000,000  
2003
  $ 40,000,000  
2004
  $ 42,000,000  
2005
  $ 44,000,000  
2006
  $ 46,000,000  
thereafter
  $ 48,000,000  

Section 2. CONDITIONS TO EFFECTIVENESS

     This Amendment shall become effective only upon the satisfaction of all of the conditions precedent listed below (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”).

     A. On or before the Second Amendment Effective Date, Company shall deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Second Amendment Effective Date:
     
       (i) Copies of this Amendment duly executed by Company, Subsidiary Guarantors and Requisite Lenders;
 
       (ii) A certificate of the secretary of Company certifying that there have been no amendments to its Certificate of Incorporation or Bylaws since June 9, 1999; and
 
       (iii) Signature and incumbency certificates of its officer executing this Amendment.

     B. Administrative Agent shall have received, for the pro rata benefit of Lenders executing this Amendment on or before the effectiveness of this Amendment, a fee in the amount of 0.10% of the sum of the Revolving Loan Commitments and outstanding Term Loans of such Lenders.

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:

2


 

     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 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 with respect to Company, (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 any 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 and the Amended Agreement have been duly executed and delivered by Company and 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 4 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

     G. Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default.

3


 

Section 4. ACKNOWLEDGEMENT AND CONSENT

     Company is a party to the Company Pledge Agreement, as amended through the Second Amendment Effective Date, pursuant to which Company has created Liens in favor of Administrative Agent on certain Collateral to secure the Obligations. Subsidiary Guarantors are a party to the Subsidiary Guaranty and the Subsidiary Pledge Agreement, in each case as amended through the Second Amendment Effective Date, pursuant to which each Subsidiary Guarantor has (i) guarantied the Obligations and (ii) created Liens in favor of Administrative Agent on certain Collateral to secure the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty. Company and Subsidiary Guarantors are collectively referred to herein as the “Credit Support Parties”, and the Subsidiary Guaranty, the Company Pledge Agreement and the Subsidiary Pledge Agreement are collectively referred to herein as the “Credit Support Documents”.

     Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all “Obligations,” “Guarantied Obligations” and “Secured Obligations,” as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including, without limitation, the payment and performance of all such “Obligations,” “Guarantied Obligations” or “Secured Obligations,” as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein.

     Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties made by such Credit Support Party contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

     Each Credit Support Party (other than Company) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

4


 

Section 5. MISCELLANEOUS

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

  (i) On and after the Second 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 reasonable 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 AGREEMENT 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, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

     E. Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

5


 

     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 & Secretary
     
       
  WELLS FARGO BANK, NATIONAL
ASSOCIATION
, Individually and as
Administrative Agent
 
  By:   ROBERT T. O’SULLIVAN
     
  Name:   Robert T. O’Sullivan
     
  Title:   Assistant Vice President
     

6.


 

       
  ALLSTATE LIFE INSURANCE
COMPANY
, as Lender
 
  By:   /s/ PATRICIA W. WILSON
     
  Name:   Patricia W. Wilson
     
  Title:   Authorized Signatories
     
 
  By:   /s/ JERRY ZINKULA
     
  Name:   Jerry Zinkula
     
  Title:   Authorized Signatories
     

       
  AIMCO CDO SERIES 2000-A, as Lender
 
  By:   /s/ PATRICIA W. WILSON
     
  Name:   Patricia W. Wilson
     
  Title:   Authorized Signatories
     
 
  By:   /s/ JERRY ZINKULA
     
  Name:   Jerry Zinkula
     
  Title:   Authorized Signatories
     
       
  AMMC CDO I. LTD, as Lender, by
American Money Management Corp., as
Collateral Manager
 
  By:   /s/ DAVID P. MAYER
     
  Name:   David P. Mayer
     
  Title:   Vice President
     
       
  AMMC CDO II. LIMITED, as Lender, by
American Money Management Corp., as
Collateral Manager
 
  By:   /s/ DAVID P. MAYER
     
  Name:   David P. Mayer
     
  Title:   Vice President
     

7.


 

       
  ARAB BANKING CORPORATION
(B.S.C.),
as Lender
 
  By:   /s/ ROBERT J. IVOSEVICH
     
  Name:   Robert J. Ivosevich
     
  Title:   Deputy General Manager
     
 
  MUIRFIELD TRADING LLC, as Lender
 
  By:   /s/ DIANA L. MUSHILL
     
  Name:   Diana L. Mushill
     
  Title:   Assistant Vice President
     
 
  OLYMPIC FUNDING TRUST, SERIES
1991-1
, as Lender
 
  By:   /s/ DIANA L. MUSHILL
     
  Name:   Diana L. Mushill
     
  Title:   Authorized Agent
     
 
  PPM SHADOW CREEK FUNDING TRUST, as
Lender
 
  By:   /s/ DIANA L. MUSHILL
     
  Name:   Diana L. Mushill
     
  Title:   Authorized Agent
     
 
  PPM SPYGLASS FUNDING TRUST, as
Lender
 
  By:   /s/ DIANA L. MUSHILL
     
  Name:   Diana L. Mushill
     
  Title:   Authorized Agent
     
 
  BANK HAPOALIM, B.M., as Lender
 
  By:   /s/ LAURA ANNE RAFFA
     
  Name:   Laura Anne Raffa
     
  Title:   Senior Vice President & Corporate Manager
     

8.


 

       
  By: /s/ SHAUN BREDBART
   
  Name: Sean Bredbart
   
  Title: Vice President
   
       
  BANK LEIMI USA, as Lender
     
  By: /s/ ALIZ SADAN
   
  Name: Aliz Sadan
   
  Title: Assistant Treasurer
   
     
  BANK OF MONTREAL, as Lender
     
  By: /s/ S. VALIA
   
  Name: S. Valia
   
  Title: Managing Director
   
     
  FC CBO I & II LIMITED, as Lender
     
  By: /s/ DESMOND WERTHMAN
   
  Name: Desmond Werthman
   
  Title: Director
   
   
  VENTURE CDO 2002, LIMITED, as
Lender, by its investment advisor Barclays
Capital Asset Management Limited
     
  By its sub-advisor, Barclays Bank PLC,
New York Branch
     
  By: /s/ KENNETH OSTMANN
   
  Name: Kenneth Ostmann
   
  Title: Director
   
     
  PROMETHEUS INVESTMENT
FUNDING NO. 1 LTD
, as Lender
     
  By: /s/ ELIZABETH TALLMADGE
   
  Name: Elizabeth Tallmadge
   
  Title: Managing Director and Chief Investment Officer
   

9.


 

       
  By: /s/ JAMES T. LI
   
  Name: James T. Li
   
  Title: Associate Director
   
     
  BAYERISCHE VEREINSBANK, as
Lender
     
  By: /s/ ELIZABETH TALLMADGE
   
  Name: Elizabeth Tallmadge
   
  Title: Managing Director and Chief Investment Officer
   
     
  By: /s/ JAMES T. LI
   
  Name: James T. Li
   
  Title: Associate Director
   
     
  CREDITANSTALT CORP. FINANCE,
as Lender
     
  By: /s/ ELIZABETH TALLMADGE
   
  Name: Elizabeth Tallmadge
   
  Title: Managing Director and Chief Investment Officer
   
     
  By: /s/ JAMES T. LI
   
  Name: James T. Li
   
  Title: Associate Director
   
     
  SEQUILS-Cumberland I, Ltd., as Lender,
by Deerfield Capital Management LLC as
its Collateral Manager
     
  By: /s/ MATT STOUFFER
   
  Name: Matt Stouffer
   
  Title: Vice President
   
     
  ROSEMONT CLO, Ltd., as Lender, by
Deerfield Capital Management LLC as its
Collateral Manager
     
  By: /s/ MATT STOUFFER
   
  Name: Matt Stouffer
   
  Title: Vice President
   

10.


 

       
  ERSTE BANK DER
OESTERREICHISCHEN
SPARKASSEN AG
, as Lender
 
  By:   /s/ BRANDON A. MEYERSON
     
  Name:   Brandon A. Meyerson
     
  Title:   Vice President
     
      Erste Bank, New York Branch
     
 
  By:   /s/ JOHN S. RUNNION
     
  Name:   John S. Runnion
     
  Title:   Managing Director
     
      Erste Bank, New York Branch
     
 
  ELC CAYMAN LTD, as Lender, by
Institutional Debt Management, Inc., as
Collateral Manager
 
  By:   /s/ JOHN W. STELWAGON
     
  Name:   John W. Stelwagon
     
  Title:   Managing Director
     
 
  ELC (CAYMAN) CDO 1991-1 and CDO
1991-2
, as Lender, by Institutional Debt
Management, Inc., as Collateral Manager
 
  By:   /s/ JOHN W. STELWAGON
     
  Name:   John W. Stelwagon
     
  Title:   Managing Director
     
 
  APEX (IDM) I, LTD., as Lender, by
Institutional Debt Management, Inc., as
Collateral Manager
 
  By:   /s/ JOHN W. STELWAGON
     
  Name:   John W. Stelwagon
     
  Title:   Managing Director
     

11.


 

       
  ELC (CAYMAN) LTD. 2000-1, as Lender,
by Institutional Debt Management, Inc., as
Collateral Manager
     
  By: /s/ JOHN W. STELWAGON
   
  Name: John W. Stelwagon
   
  Title: Managing Director
   
     
  ELC (CAYMAN) LTD. 1999-111, as
Lender, by Institutional Debt Management,
Inc., as Collateral Manager
     
  By: /s/ JOHN W. STELWAGON
   
  Name: John W. Stelwagon
   
  Title: Managing Director
   
     
  ELC (CAYMAN) CDO — 1999-1 and CDO
1999-2
, as Lender, by Institutional Debt
Management, Inc., as Collateral Manager
     
  By: /s/ JOHN W. STELWAGON
   
  Name: John W. Stelwagon
   
  Title: Managing Director
   
     
  TRYON CLO LTD. 2001, as Lender, by
Institutional Debt Management, Inc., as
Collateral Manager
     
  By: /s/ JOHN W. STELWAGON
   
  Name: John W. Stelwagon
   
  Title: Managing Director
   
     
  FRANKLIN CLO II, LTD., as Lender
     
  By: /s/ RICHARD D’ADDARIO
   
  Name: Richard D’Addario
   
  Title: Senior Vice President
   

12.


 

       
  FRANKLIN CLO III, LTD., as Lender
     
  By: /s/ RICHARD D’ADDARIO
   
  Name: Richard D’Addario
   
  Title: Senior Vice President
   
     
  FRANKLIN FLOATING RATE DAILY
ACCESS
, as Lender
     
  By: /s/ RICHARD D’ADDARIO
   
  Name: Richard D’Addario
   
  Title: Vice President
   
     
  FRANKLIN FLOATING RATE
MASTER
, as Lender
     
  By: /s/ RICHARD D’ADDARIO
   
  Name: Richard D’Addario
   
  Title: Vice President
   
     
  MIZUHO CORPORATE BANK,
LIMITED,
as Lender
     
  By: /s/ MASAHITO FUKUDA
   
  Name: Masahito Fukuda
   
  Title: Senior Vice President
   
     
  HARRIS TRUST & SAVINGS BANK, as
Lender
     
  By: /s/ ISABELLA BATTISTA
   
  Name: Isabella Battista
   
  Title: Vice President
   
     
  HELLER FINANCIAL, INC., as Lender
     
  By: /s/ JANET R. WILLIAMS
   
  Name: Janet R. Williams
   
  Title: Duly Authorized Signatory
   

13.


 

       
  PACIFICA PARTNERS I, L.P., as Lender
     
  By: /s/ SEAN R. WALKER
   
  Name: Sean R. Walker
   
  Title: Vice President
   
     
  KZH RIVERSIDE LLC, as Lender
     
  By: /s/ SUSAN LEE
   
  Name: Susan Lee
   
  Title: Authorized Agent
   
     
  MERRILL LYNCH SENIOR
FLOATING RATE FUND, INC.
, as
Lender
     
  By: /s/ ANTHONY HEYMAN
   
  Name: Anthony Heyman
   
  Title: Authorized Signatory
   
     
  DEBT STRATEGIES FUND FUND, INC., as Lender
     
  By: /s/ ANTHONY HEYMAN
   
  Name: Anthony Heyman
   
  Title: Authorized Signatory
   
     
  LONGHORN CDO (CAYMAN) LTD., as
Lender, by Merrill Lynch Investment
Managers, L.P., as Investment Advisor
     
  By: /s/ ANTHONY HEYMAN
   
  Name: Anthony Heyman
   
  Title: Authorized Signatory
   

14.


 

       
  LONGHORN CDO II, LTD., as Lender,
by Merrill Lynch Investment Managers,
L.P., as Investment Advisor
     
  By: /s/ ANTHONY HEYMAN
   
  Name: Anthony Heyman
   
  Title: Authorized Signatory
   
     
  MORGAN STANLEY SENIOR
FUNDING, INC
., as Lender
     
  By: s/ CHARLES C. O’BRIEN
   
  Name: Charles C. O’Brien
   
  Title: Vice President
   
     
  OAK HILL CREDIT PARTNERS I,
LIMITED
as Lender, by Oak Hill CLO
Management I, LLC, as Investment
Manager
     
  By: /s/ SCOTT D. KRASE
   
  Name: Scott D. Krase
   
  Title: Authorized Signatory
   
     
  OAK HILL SECURITIES FUND, L.P., as
Lender, by Oak Hill Securities GenPar, L.P.
its General Partner
     
  By Oak Hill Securities MGP, Inc., its
General Partner
     
  By: /s/ SCOTT D. KRASE
   
  Name: Scott D. Krase
   
  Title: Authorized Signatory
   

15.


 

       
  OAK HILL SECURITIES FUND II, L.P.
as Lender, by Oak Hill Securities GenPar II,
L.P., its General Partner
   
  By Oak Hill Securities MGP II, Inc., its
General Partner
     
  By: /s/ SCOTT D. KRASE
   
  Name: Scott D. Krase
   
  Title: Authorized Signatory
   
     
  PB CAPITAL CORPORATION FKA
BHF (USA) CAPITAL CORP
, as Lender
     
  By: /s/ TYLER J. MCCARTHY
   
  Name: Tyler J. McCarthy
   
  Title: Assistant Vice President
   
     
  By: /s/ JEFFREY FROST
   
  Name: Jeffrey Frost
   
  Title: Managing Director Portfolio Management
   
     
  PPM America, Inc. as Attorney-in-fact, on
behalf of JACKSON NATIONAL LIFE
INSURANCE COMPANY
, as Lender
     
  By: /s/ DAVID C. WAGNER
   
  Name: David C. Wagner
   
  Title: Managing Director
   
     
  DRYDEN LEVEREGED LOAN CDO
2002-II
, as Lender
     
  By: /s/ R. ROSS SMEAD
   
  Name: R. Ross Smead
   
  Title: Vice President
   

16.


 

       
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
, as Lender
     
By:
/s/ R. ROSS SMEAD
 
 

Name:
R. Ross Smead
 
 

Title:
Vice President
 
 

     
 
STEIN ROE FLOATING RATE LTD.
LIABILITY COMPANY
, as Lender
     
By:
/s/ BRIAN W. GOOD
 
 

Name:
Brian W. Good
 
 

Title:
Senior Vice President,
     
    Stein Roe & Farnham Incorporated,
     
      as Advisor to the Stein Roe Floating Rate
     
      Limited Liability Company
 
 

     
 
STEIN ROE & FARNHAM CLO I LTD.,
as Lender, by Stein Roe & Farnham
Incorporated, as Portfolio Manager
     
By:
/s/ BRIAN W. GOOD
 
 

Name:
Brian W. Good
 
 

Title:
Senior Vice President & Portfolio Manager
     
     
 
GREYSTONE CLO LTD., as Lender, by
Stein Roe & Farnham Incorporated, as
Investment Manager
     
By:
/s/ BRIAN W. GOOD
 
 

Name:
Brian W. Good
 
 

Title:
Senior Vice President & Portfolio Manager
 
 

     
 
LIBERTY-STEIN ROE ADVISOR
FLOATING RATE ADVANTAGE
FUND
, as Lender, by Stein Roe & Farnham
Incorporated, as Advisor
     
By:
/s/ BRIAN W. GOOD
 
 

Name:
Brian W. Good
 
 

Title:
Senior Vice President & Portfolio Manager
 
 

17.


 

       
  SRF 2000 LLC, as Lender
     
  By: /s/ DIANA L. MUSHILL
   
  Name: Diana L. Mushill
   
  Title: Assistant Vice President
   
     
  SOUTHERN PACIFIC BANK, as Lender
     
  By: /s/ MUN YOUNG KIM
   
  Name: Mun Young Kim
   
  Title: Vice President
   
     
  TRANSAMERICA BUSINESS
CAPITAL CORP
(as Successor to
Transamerica Business Credit Corp.), as
Lender
     
  By: /s/ STEVE GEOTSCHIUS
   
  Name: Steve Geotschius
   
  Title: Senior Vice President
   
     
  UNION BANK OF CALIFORNIA, as Lender
     
  By: /s/ DAVID M. JACKSON
   
  Name: David M. Jackson
   
  Title: Vice President
   
     
  UNITED CALIFORNIA BANK FKA
SANWA BANK
(BANK OF THE WEST),
as Lender
     
  By: /s/ WILLIAM R. MURRAY
   
  Name: William R. Murray
   
  Title: Vice President
   

18.


 

       
  BANK OF THE WEST, Successor by
Merger with United California Bank,
Formerly Known As Sanwa Bank
California, as Lender
     
  By: /s/ WILLIAM R. MURRAY
   
  Name: William R. Murray
   
  Title: Vice President
   
     
  SCUDDER FLOATING RATE FUND
(formerly known as Kemper Floating Rate
Fund), as Lender
     
  By: /s/ KELLY D. BABSON
   
  Name: Kelly D. Babson
   
  Title: Managing Director
   

19.


 

GUARANTORS

       
  URS CORPORATION GROUP
CONSULTANTS
, a New York corporation,
successor to URS Consultants, Inc. —
Florida and URS Greiner Woodward-Clyde
Group Consultants, Inc.
     
  By: /s/ DAVID C. NELSON
   
  Name: David C. Nelson
   
  Title: Vice President & Treasurer
   
     
  URS GREINER WOODWARD-CLYDE
CONSULTANTS, INC.
, a New York
corporation,
     
  By: /s/ DAVID C. NELSON
   
  Name: David C. Nelson
   
  Title: Vice President & Treasurer
   
     
  URS CORPORATION, a Nevada corporation, successor to: URS Greiner Woodward-Clyde Consultants, Inc. — Colorado; URS Greiner Woodward-Clyde Engineering, Inc.; URS Greiner Woodward-Clyde, Inc. — California; URS Greiner Woodward-Clyde, Inc. — Washington; URS Greiner Woodward-Clyde, Inc. (Colorado); URS Greiner Woodward-Clyde, Inc. (Connecticut); URS Greiner Woodward-Clyde, Inc. Pacific; URS Greiner Woodward-Clyde, Inc. Southwest; URS Greiner Woodward-Clyde International — Americas, Inc; WVP Corporation; URS Greiner Woodward-Clyde Group, Inc.; GIC Services, Inc.
     
  By: /s/ DAVID C. NELSON
   
  Name: David C. Nelson
   
  Title: Vice President & Treasurer
   

20.


 

       
  URS CORPORATION — OHIO, a Ohio corporation, successor to URS Greiner Woodward-Clyde, Inc. — Ohio
     
  By: /s/ DAVID C. NELSON
   
  Name: David C. Nelson
   
  Title: Vice President & Treasurer
   
     
  URS CORPORATION SOUTHERN, a California corporation, successor to URS Greiner Woodward-Clyde, Inc. Southern
     
  By: /s/ DAVID C. NELSON
   
  Name: David C. Nelson
   
  Title: Vice President & Treasurer
   
     
  URS GROUP, INC., a Delaware corporation, successor to URS Greiner Woodward-Clyde Federal Services, Inc.
     
  By: /s/ DAVID C. NELSON
   
  Name: David C. Nelson
   
  Title: Vice President & Treasurer
   
     
  URS CORPORATION GREAT LAKES, a Michigan corporation, successor to URS Greiner Woodward-Clyde, Inc. Great Lakes and URS Greiner Woodward-Clyde Licensing Corp.
     
  By: /s/ KENT P. AINSWORTH
   
  Name: Kent P. Ainsworth
   
  Title: Executive Vice President & Chief Financial Officer
   
     
  URS CORPORATION — MARYLAND, a Maryland corporation, successor to URS Greiner Woodward-Clyde, Inc. (Maryland)
     
  By: /s/ DAVID C. NELSON
   
  Name: David C. Nelson
   
  Title: Vice President & Treasurer
   

21.


 

       
  URS OPERATING SERVICES, INC. a Delaware corporation, successor to URS Greiner Woodward-Clyde Operating Services, Inc.
     
  By: /s/ IRWIN L. ROSENSTEIN
   
  Name: Irwin L. Rosenstein
   
  Title: President
   
     
  RADIAN INTERNATIONAL LLC, a Delaware limited liability company, successor to Radian International (Texas) Corporation
     
  By: /s/ WILLIAM E. CORBETT
   
  Name: William E. Corbett
   
  Title: President
   
     
  BRW, INC., a Wyoming corporation
     
  By: /s/ DAVID C. NELSON
   
  Name: David C. Nelson
   
  Title: Vice President & Treasurer
   

22.