Current assets
EX-10.2 4 f99649exv10w2.txt EXHIBIT 10.2 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 2 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):
; 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. 3 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 4 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% 5 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. 6 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. 7 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. 8 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
