Current assets

EX-10.1 3 f99649exv10w1.txt EXHIBIT 10.1 EXHIBIT 10.1 URS CORPORATION FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of March 29, 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 and that certain Third Amendment to Credit Agreement dated as of December 23, 2003 (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; and WHEREAS, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default; NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT 1.1 AMENDMENTS TO SECTION 1: DEFINITIONS A. Subsection 1.1 of the Credit Agreement is hereby amended by deleting the definition of "CAPITAL LEASE" therefrom in its entirety and substituting the following therefor: "CAPITAL LEASE" as applied to any Person, means (i) any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person and (ii) any secured note evidencing such Person's obligation to pay all or any part of the purchase price of an asset, provided that the Lien securing such note shall apply only to the asset so acquired and proceeds thereof. B. Subsection 1.1 of the Credit Agreement is hereby further amended by adding the phrase "(but only to the extent the funds applied for such purpose are included in the calculation of Consolidated EBITDA)" at the end of each of clauses (ii)(b) and (c) of the definition of "Consolidated Excess Cash Flow" contained therein. C. Subsection 1.1 of the Credit Agreement is hereby further amended by adding the phrase ", Capital Leases" immediately after the word "leases" in clause (ix) of the definition of "Permitted Encumbrances" contained therein. 1.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS A. Subsection 2.4B(iii)(c) of the Credit Agreement is hereby amended by (i) deleting the word "and" before clause (4) thereof and (ii) adding the following at the end of such clause (4): ", and (5) issuances of Capital Stock (other than Disqualified Stock) the Net Securities Proceeds of which are applied by Company to any repurchase or redemption of Existing Senior Subordinated Notes and/or Senior Notes and/or Convertible Subordinated Notes expressly permitted by subsection 7.5A(xiv), provided that Company shall, no later than 180 days after receipt of such Net Securities Proceeds that have not theretofore been applied to such repurchase or redemption, make a prepayment of the Loans in the amount of the portion of such unapplied Net Securities Proceeds required pursuant to this subsection 2.4B(iii)(c)." B. Subsection 2.4B(iii)(d) of the Credit Agreement is hereby amended by deleting the phrase "subsection 7.1" in clause (1) thereof and substituting the phrase "subsections 7.1(i) - (xiii)" therefor. C. Subsection 2.4B(iii)(d) of the Credit Agreement is hereby further amended by (i) deleting the word "and" before clause (2) thereof and (ii) adding the following at the end of such clause (2): ", and (3) issuances of Indebtedness permitted pursuant to subsection 7.1(xiv) the Net Securities Proceeds of which are applied by Company to any repurchase or redemption of Existing Senior Subordinated Notes and/or Senior Notes and/or Convertible Subordinated Notes, provided that Company shall, no later than 180 days after receipt of such Net Securities Proceeds that have not theretofore been applied to such repurchase or redemption, make a prepayment of the Loans in the amount of the portion of such unapplied Net Securities Proceeds required pursuant to this subsection 2.4B(iii)(d)." 1.3 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS A. Subsection 7.1 of the Credit Agreement is hereby amended by (i) deleting the word "and" before clause (xii) thereof, (ii) deleting the period at the end of clause (xiii) thereof and substituting the phrase "; and" therefor and (iii) adding the following at the end thereof: "(xiv) Company may become and remain liable with respect to unsecured Indebtedness incurred to repurchase or redeem Existing Senior Subordinated Notes and/or Senior Notes and/or Convertible Subordinated Notes, provided that (a) the Consolidated Leverage Ratio as of the last day of the immediately preceding Fiscal Quarter (after giving pro forma effect to the transactions relating to such repurchase or redemption and any other such repurchase or redemption since the end of such preceding Fiscal Quarter) is less than 2.50:1.00 and (b) such unsecured Indebtedness (1) requires no amortization payments prior to the Tranche B Term Loan Maturity Date and (2) has a final maturity date no earlier than the earlier of (A) three months after the final maturity date of the Indebtedness to be repurchased or redeemed and (B) one year after the Tranche B Term Loan Maturity Date." B. Subsection 7.5A of the Credit Agreement is hereby amended by deleting the amount "$220,000,000" in clause (xii) thereof and substituting the amount "$300,000,000" therefor. C. Subsection 7.5A of the Credit Agreement is hereby further amended by (i) deleting the word "and" before clause (xiii) thereof and (ii) adding the following at the end of such clause (xiii): "; and (xiv) 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), provided that the Consolidated Leverage Ratio as of the last day of the immediately preceding Fiscal Quarter (after giving pro forma effect to the transactions relating to such repurchase or redemption and any other such repurchase or redemption since the end of such preceding Fiscal Quarter) is less than 2.50:1.00, provided further, that such repurchases or redemptions may be made with proceeds of Revolving Loans only to the extent that after giving effect to the extension of any Revolving Loan proposed to be applied to such repurchase or redemption, the Revolving Loan Commitments then in effect would exceed the Total Utilization of Revolving Loan Commitments by not less than $30,000,000." SECTION 2. CONDITIONS TO EFFECTIVENESS Section 1 of this Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "FOURTH AMENDMENT EFFECTIVE DATE"): A. Company shall have delivered to Administrative Agent an executed copy of this Amendment. B. Requisite Lenders 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. 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. 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 Fourth 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. 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., URS CORPORATION GREAT LAKES, a a California corporation Michigan Corporation By: /s/ Rita Armstrong By: /s/ Kent P. Ainsworth -------------------------------- ------------------------------------ Name: Rita Armstrong Name: Kent P. Ainsworth Title: Vice President and Treasurer Title: Chief Financial Officer CLEVELAND WRECKING COMPANY, a URS CORPORATION GROUP CONSULTANTS, California Corporation a New York 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 SIGNET TESTING LABORATORIES, INC., URS CORPORATION-MARYLAND, a Maryland a Delware Corporation Corporation By: /s/ Rita Armstrong -------------------------------- By: /s/ David C. Nelson Name: Rita Armstrong ----------------------------------- Title: Vice President and Treasurer Name: David C. Nelson Title: Vice President and Treasurer RADIAN INTERNATIONAL LLC, a Delaware Limited Liability Company URS CORPORATION-OHIO, an Ohio 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 CORPORATION SOUTHERN, a California URS CONSTRUCTION SERVICES, INC., a Corporation 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 By: /s/ David C. Nelson Corporation ------------------------------------ Name: David C. Nelson By: /s/ David C. Nelson Title: Vice President and Assistant -------------------------------- Treasurer Name: David C. Nelson Title: Vice President and Treasurer URS OPERATING SERVICES, INC., a E.C. DRIVER & ASSOCIATES, INC., a Delaware Corporation Florida Corporation By: /s/ Peter J. By: /s/ Kent P. Ainsworth -------------------------------- ------------------------------------ Name: Peter J. Pedalino Name: Kent P. Ainsworth Title: Vice President and Controller Title Executive Vice President and Chief Financial Officer URS HOLDINGS, INC., a Delaware Corporation LEAR SIEGLER LOGISTICS, INTERNATIONAL, By: /s/ David C. Nelson INC. a Delaware Corporation - -------------------------------- Name: David C. Nelson By: /s/ Kent P. Ainsworth Title: Vice President and Treasurer ------------------------------------ Name: Kent P. Ainsworth URS INTERNATIONAL INC., a Delaware Title: Executive Vice President Corporation RADIAN ENGINEERING, INC. a New York By: /s/ David C. Nelson Corporation -------------------------------- Name: David C. Nelson Title: Vice President and Treasurer By: /s/ Kent P. Ainsworth ------------------------------------ Name: Kent P. Ainsworth LEAR SIEGLER SERVICES, INC., Title: Executive Vice President, Chief a Delaware Corporation Financial Officer and Secretary URS CORPORATION AES., a By: /s/ Kent P. Ainsworth Connecticut Corporation -------------------------------- Name: Kent P. Ainsworth Title: Executive Vice President By: /s/ Kent P. Ainsworth ------------------------------------ EG&G DEFENSE MATERIALS, INC., Name: Kent P. Ainsworth a Utah Corporation Title: Executive Vice President Chief Financial Officer By: /s/ William Neeb URS CORPORATION ARCHITECTURE-NC, P.C., a -------------------------------- North Carolina 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 Chief EG&G TECHNICAL SERVICES, INC., Financial Officer a Delaware Corporation URS CORPORATION - NEW YORK, 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 and Chief D&M CONSULTING ENGINEERS, INC., Financial Officer a Delaware Corporation By: /s/ Kent P. Ainsworth -------------------------------- Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer URS RESOURCES, LLC, a Delaware AURIUM CLO 2002-1 LTD. Limited Liability Company BY: COLUMBIA MANAGEMENT ADVISORS, INC. (F/K/A STEIN ROE & FARNHAM INCORPORATED) as Investment Manager By: /s/ Kent P. Ainsworth as a Lender -------------------------------- Name: Kent P. Ainsworth By: /s/ Brian J. Murphy Title: Attorney-in-fact ------------------------------------ Name: Brian J. Murphy O'BRIEN-KREITZBERG, INC., a Title: Vice President California corporation By: /s/ Kent P. Ainsworth DENALI CAPITAL LLC, MANAGING MEMBER -------------------------------- OF DC FUNDING PARTNERS, PORTFOLIO Name: Kent P. Ainsworth MANAGER FOR DENALI CAPITAL CLO I, LTD., Title: Executive Vice President, OR AN AFFILIATE Chief Financial Officer and Secretary By: /s/ John P. Thacker ------------------------------------ IKB CAPITAL CORPORATION Name: John P. Thacker As a Lender Title: Chief Credit Officer DENALI CAPITAL LLC, MANAGING MEMBER By: /s/ David Snyder OF DC FUNDING PARTNERS, PORTFOLIO -------------------------------- MANAGER FOR DENALI CAPITAL CLO II, Name: David Snyder LTD., OR AN AFFILIATE Title: President By: /s/ John P. Thacker METROPOLITAN LIFE INSURANCE COMPANY ------------------------------------ As a Lender Name: John P. Thacker Title: Chief Credit Officer By: /s/ James R. Dingler -------------------------------- DENALI CAPITAL LLC, MANAGING MEMBER Name: James R. Dingler OF DC FUNDING PARTNERS, PORTFOLIO Title: Director MANAGER FOR DENALI CAPITAL CLO III, LTD., OR AN AFFILIATE MADISON CDO II LTD., By: /s/ John P. Thacker BY: METROPOLITAN LIFE INSURANCE ------------------------------------ COMPANY, Name: John P. Thacker As Collateral Manager, Title: Chief Credit Officer As a Lender US BANK NATIONAL ASSOCIATION, By: /s/ James R. Dingler As a Lender -------------------------------- By: /s/ David W. Johnson Name: James R. Dingler ------------------------------------ Title: Director Name: David W. Johnson Title: Assistant Vice President and COLUMBIA FLOATING RATE LIMITED Assistant Relationship Manager LIABILITY COMPANY (F/K/A STEIN ROE FLOATING RATE LIMITED LIABILITY MERRILL LYNCH GLOBAL INVESTMENT SERIES: COMPANY) BANK LOAN INCOME PORTFOLIO BY: MERRILL LYNCH INVESTMENT MANAGERS, BY: COLUMBIA MANAGEMENT ADVISORS, L.P., As Investment Advisor INC., as Advisor As a Lender By: /s/ Brian J. Murphy By: /s/ Anthony Heyman -------------------------------- ------------------------------------ Name: Brian J. Murphy Name: Anthony Heyman Title: Vice President Title: Authorized Signatory MERRILL LYNCH PRIME RATE PORTFOLIO THE NORINCHUKIN BANK, NEW YORK, BY: MERRILL LYNCH INVESTMENT as a Lender MANAGERS, L.P. As Investment Advisor By: /s/ Masanori Shoji By: /s/ Anthony Heyman ------------------------------------ -------------------------------- Name: Masanori Shoji Name: Anthony Heyman Title: Joint General Manager Title: Authorized Signatory OAKHILL CREDIT PARTNERS III LIMITED MASTER SENIOR FLOATING RATE TRUSTS BY: OAK HILL CLO MANAGEMENT III, LLC, By: /s/ Anthony Heyman As Investment Manager -------------------------------- Name: Anthoney Heyman By: /s/ Scott D. Krase Title: Authorized Signatory ------------------------------------ Name: Scott D. Krase LONGHORN CDO (CAYMAN) LTD., Title: Authorized Person BY: MERRILL LYNCH INVESTMENT MANGERS, L.P., As Investment Advisor OAKHILL SECURIITIES FUND, L.P. By: /s/ Anthony Heyman BY: OAK HILL SECURITIES GENPAR, L.P., -------------------------------- Its General Partners Name: Anthony Heyman Title: Authorized Signatory BY: OAK HILL SECURITIES MGP, INC., Its General Partner LONGHORN II, LTD., BY: MERRILL LYNCH INVESTMENT MANGERS, By: /s/ Scott D. Krase L.P., As Investment Advisor ------------------------------------ Name: Scott D. Krase By: /s/ Anthony Heyman Title: Vice President -------------------------------- Name: Anthony Heyman OAKHILL CREDIT PARTNERS I LIMITED Title: Authorized Signatory BY: OAK HILL CLO MANAGEMENT I, LLC, UNION BANK OF CALIFORNIA, N.A., As Investment Manager As a Lender By: /s/ Scott D. Krase By: /s/ David Jackson ------------------------------------ -------------------------------- Name: Scott D. Krase Name: David Jackson Title: Authorized Person Title: Vice President OAKHILL CREDIT PARTNERS II LIMITED BANK LEUMI USA, As a Lender BY: OAK HILL CLO MANAGEMENT II, LLC, As Investment Manager By: /s/ Joung Hee Hong -------------------------------- By: /s/ Scott D. Krase Name: Joung Hee Hong ------------------------------------ Title: Vice President Name: Scott D. Krase Title: Authorized Person WELLS FARGO, NATIONAL ASSOCIATION, SRF 2000, INC., As a Lender As a Lender By: /s/ Marsha Poenisch By: /s/ Ann E. Morris -------------------------------- ------------------------------------ Name: Marsha Poenisch Name: Ann E. Morris Title: Vice President Title: Assistant Vice President NATIONAL CITY BANK, STANWICH LOAN FUNDING LLC, As a Lender As a Lender By: /s/ Frank Byrne By: /s/ Ann E. Morris -------------------------------- ------------------------------------ Name: Frank Byrne Name: Ann E. Morris Title: Account Manager Title: Assistant Vice President THE ROYAL BANK OF SCOTLAND PLC., HARRIS TRUST & SAVINGS BANK, as a Lender As a Lender By: /s/ Curtis Lueker By: /s/ Isabella Battista -------------------------------- ------------------------------------ Name: Curtis Lueker Name: Isabella Battista Title: Vice President Title: Vice President AMCO INSURANCE BNP PARIBAS As a Lender As a Lender By: /s/ Thomas S. Leggett By: /s/ Katherine Wolfe -------------------------------- ------------------------------------ Name: Thomas S. Leggett Name: Katherine Wolfe Title: Associate Vice President Title: Director Public Bonds BNP PARIBAS NATIONWIDE MUTUAL INSURANCE COMPANY as a Lender As a Lender By: /s/ Sandra F. Bertram By: /s/ Thomas S. Leggett ------------------------------------ -------------------------------- Name: Sandra F. Bertram Name: Thomas S. Leggett Title: Vice President Title: Associate Vice President Public Bonds SCOTTSDALE INSURANCE ERSTE BANK DER OESTERREICHISCHEN As a Lender SPARKASSES AG. As a Lender By: /s/ Thomas S. Leggett -------------------------------- By: /s/ John Fay Name: Thomas S. Leggett ------------------------------------ Title: Associate Vice President Name: John Fay Public Bonds Title: Vice President SRF TRADING, INC., By: /s/ Bryan J. Lynch As a Lender ------------------------------------ Name: Bryan J. Lynch By: /s/ Ann E. Morris Title: First Vice President -------------------------------- Name: Ann E. Morris Title: Assistant Vice President WHITNEY PRIVATE DEBT FUND, L.P., TORONTO DOMINION (NEW YORK), INC., As a Lender As a Lender By: /s/ Kevin J. Curley By: /s/ Gwen Zirkle -------------------------------- ------------------------------------ Name: Kevin J. Curley Name: Gwen Zirkle Title: Authorized Signatory Title: Vice President FRANKLIN FLOATING RATE TRUST, PPM SPYGLASS FUNDING TRUST, As a Lender As a Lender By: /s/ Richard Hsu By: /s/ Ann E. Morris -------------------------------- ------------------------------------ Name: Richard Hsu Name: Ann E. Morris Title: Vice President Title: Authorized Agent FRANKLIN FLOATING RATE DAILY ACCESS OLYMPIC FUNDING TRUST, SERIES 1999-I FUND As a Lender As a Lender By: /s/ Richard Hsu By: /s/ Ann E. Morris -------------------------------- ------------------------------------ Name: Richard Hsu Name: Ann E. Morris Title: Vice President Title: Authorized Agent FRANKLIN CLO I, LTD., PPM SHADOW CREEK FUNDING LLC, As a Lender As a Lender By: /s/ Richard Hsu By: /s/ Ann E. Morris -------------------------------- ------------------------------------ Name: Richard Hsu Name: Ann E. Morris Title: Vice President Title: Assistant Vice President FRANKLIN CLO II, LTD., MUIRFIELD TRADING LLC, As a Lender As a Lender By: /s/ Richard Hsu By: /s/ Ann E. Morris -------------------------------- ------------------------------------ Name: Richard Hsu Name: Ann E. Morris Title: Vice President Title: Assistant FRANKLIN CLO III, LTD., COLUMBIA FLOATING RATE ADVANTAGE FUND As a Lender (f/k/a LIBERTY FLOATING RATE ADVANTAGE FUND) By: /s/ Richard Hsu BY: COLUMBIA MANAGEMENT ADVISORS, INC., -------------------------------- AS ADVISOR Name: Richard Hsu Title: Vice President As a Lender FRANKLIN CLO IV, LTD., By: /s/ Brian J. Murphy As a Lender ------------------------------------ Name: Brian J. Murphy By: /s/ Richard Hsu Title: Vice President -------------------------------- Name: Richard Hsu Title: Vice President STEIN ROE & FARNHAM CLO I LTD. (f/k/a STEIN ROE & FARNHAM INCOPORATED), BY: COLUMBIA MANAGEMENT ADVISORS, INC., AS PORTFOLIO MANAGER As a Lender By: /s/ Brian J. Murphy ---------------------------------- Name: Brian J. Murphy Title: Vice President