<PAGE>


                                                                    EXHIBIT 10.1

                                URS CORPORATION

                                 SIXTH AMENDMENT
                               TO CREDIT AGREEMENT


     This SIXTH AMENDMENT TO CREDIT AGREEMENT (this  "Amendment") is dated as of
November  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, that certain Third
Amendment to Credit Agreement dated as of December 16, 2003, that certain Fourth
Amendment to Credit  Agreement dated as of March 29, 2004 and that certain Fifth
Amendment to Credit  Agreement  dated as of June 4, 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 definition, which shall be inserted in proper alphabetical
order:

     "Stub  Period"  means the  fiscal  period of Company  and its  Subsidiaries
beginning November 1, 2004 and ending December 31, 2004.

     B.  Subsection  1.1 of the Credit  Agreement is hereby  further  amended by
deleting each of the  definitions  of  "Consolidated  Leverage  Ratio",  "Fiscal
Month", "Fiscal

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<PAGE>

Quarter",  "Fiscal  Year"  and  "Pricing  Certificate"  in  their  entirety  and
substituting the following therefor, respectively:

     "Consolidated  Leverage  Ratio"  means,  as at any  date,  the ratio of (i)
Consolidated  Total Funded Debt as at such date to (ii) Consolidated  EBITDA for
the  consecutive  twelve Fiscal Months (or,  solely with respect to calculations
under  subsection  2.4B(iii)(e)  relating to the  14-Fiscal  Month period ending
December 30, 2005, the consecutive 14 Fiscal Months) ending on such date.

     "Fiscal Month" means a fiscal month of Company and its Subsidiaries  ending
on the applicable date set forth on Schedule 1.1A annexed hereto.

     "Fiscal  Quarter"  means a fiscal  quarter of Company and its  Subsidiaries
ending on the applicable date set forth on Schedule 1.1A annexed hereto.

     "Fiscal Year" means a fiscal year of Company and its Subsidiaries ending on
the applicable date set forth on Schedule 1.1A annexed hereto.

     "Pricing  Certificate" means an Officer's Certificate of Company certifying
the Consolidated  Leverage Ratio as at the last day of any Fiscal Quarter or the
Stub  Period,  as the case may be, and  setting  forth the  calculation  of such
Consolidated  Leverage Ratio in reasonable detail,  which Officer's  Certificate
may be  delivered  to  Administrative  Agent at any time on or after the date of
delivery by Company of the  Compliance  Certificate  with  respect to the period
ending on the last day of such Fiscal  Quarter or the Stub  Period,  as the case
may be.

1.2   Amendments to Section 2:  Amounts and Terms of Commitments and Loans

     A.  Subsections  2.2A(i)  of the  Credit  Agreement  is hereby  amended  by
deleting it in its entirety and substituting the following therefor:

         "(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 as at the last day of the  twelve-Fiscal
          Month 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 as at the last day of the
          twelve-Fiscal   Month   period  for  which  the   applicable   Pricing
          Certificate has been delivered pursuant to subsection 6.1(iii):


                                       2
<PAGE>


<TABLE>
<CAPTION>


                                  Consolidated           Eurodollar Rate                Base
                                 Leverage Ratio              Margin                  Rate Margin
                                 --------------          ---------------             ------------
<S>                             <C>                         <C>                        <C>
Greater than
or equal to                        2.25:1.00                   2.25%                      1.25%

Less than                          2.25:1.00                   2.00%                      1.00%"
</TABLE>


         ; 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)."

         B. Subsection  2.3A of the Credit  Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

          "A.  Commitment  Fees.  Company  agrees to pay to  Administrative
          Agent, for distribution to each Revolving Lender in proportion to that
          Lender's Pro Rata Share of the Revolving Loan Commitments,  commitment
          fees  for the  period  from  and  including  the  Closing  Date to and
          excluding the Revolving Loan Commitment  Termination Date equal to the
          average of the daily excess of the Revolving Loan Commitments over the
          sum of (i) the aggregate  principal  amount of  outstanding  Revolving
          Loans  (excluding any Swing Line Loans) plus (ii) the Letter of Credit
          Usage  multiplied  by a rate per annum  equal to the  percentage  (the
          "Commitment Fee Percentage") set forth in the table below opposite the
          Consolidated  Leverage  Ratio as at the last day of the  twelve-Fiscal
          Month period for which the  applicable  Pricing  Certificate  has been
          delivered pursuant to subsection 6.1(iii);

<TABLE>
<CAPTION>

                                     Consolidated                 Commitment Fee
                                     Leverage Ratio                 Percentage
                                     --------------               --------------
<S>                                  <C>                           <C>
Greater than
or equal to                             2.75:1.00                      0.500%

Less than                               2.75:1.00                      0.375%
</TABLE>

         such  commitment  fees to be  calculated  on the basis of a 365/366-day
         year and the actual number of days elapsed and to be payable  quarterly
         in arrears on the last  Business Day of each January,  April,  July and
         October of each year,  commencing on the first such date to occur after
         the Closing Date,  and on the  Revolving  Loan  Commitment  Termination
         Date;  provided that until the delivery of the Pricing  Certificate for
         the Fiscal Quarter  ending January 31, 2003, the applicable  commitment
         fee percentage  shall be 0.50% per annum.  Upon delivery of the Pricing
         Certificate by Company to  Administrative  Agent pursuant to subsection
         6.1(iii),  the applicable commitment fee percentage shall automatically
         be  adjusted  in  accordance  with  such

                                       3

<PAGE>

         Pricing  Certificate,  such adjustment to become effective on the next
         succeeding Business Day following the receipt by Administrative  Agent
         of such Pricing  Certificate;  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   commitment  fee  percentage  shall  be  the  maximum
         percentage amount set forth above."

         C. Subsection 2.4B(iii)(c),  (d) and (e) of the Credit Agreement are
hereby amended  by  deleting  them  in its  entirety  and  substituting  the
following therefor, respectively:

                  "(c)  Prepayments  and  Reductions  Due to  Issuance of Equity
Securities.  On the date of  receipt  of the Net  Securities  Proceeds  from the
issuance  of any  Capital  Stock of  Company or any of its  Subsidiaries  or any
capital contribution to Company (other than (1) issuances of Capital Stock to or
capital  contributions  by TCG Holdings,  L.L.C.,  Richard C. Blum & Associates,
L.P. or their respective  Affiliates,  (2) issuances of Capital Stock of Company
to directors and employees of Company and its Subsidiaries pursuant to a written
employee benefit plan maintained by Company or any of its Subsidiaries, approved
by Company's  Governing Body and issuances of Capital Stock of Company  pursuant
to the exercise of options or warrants issued under any such plan, (3) issuances
of Capital Stock, the Net Securities Proceeds of which are applied by Company or
its Subsidiaries to the  consideration  paid by Company or such Subsidiary for a
Permitted  Acquisition  (4) issuances of Capital Stock (other than  Disqualified
Stock), the Net Securities Proceeds of which are applied by Company to Permitted
Note Repurchases as expressly permitted by subsection 7.5A(xii)),  Company shall
prepay the Loans in an aggregate  amount equal to (A) 50% of such Net Securities
Proceeds or (B) 25% of such Net  Securities  Proceeds in the event the remaining
Net Securities  Proceeds are applied to redeem the Existing  Subordinated Notes,
the  Existing  Senior  Subordinated  Notes or the Senior  Notes as  permitted by
subsections 7.5A and 7.5B and the Consolidated Leverage Ratio as at the last day
of the immediately  preceding Fiscal Quarter or Stub Period, as the case may be,
is  less  than  2.50:1.00,  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).

                  (d)   Prepayments   and   Reductions   Due  to   Issuance   of
Indebtedness.  On the date of receipt of the Net  Securities  Proceeds  from the
issuance of any  Indebtedness  of Company or any of its  Subsidiaries  after the
Closing  Date (other than (1)  Indebtedness  permitted  pursuant to  subsections
7.1(i) - (xiii), (2) issuances of Indebtedness,  the Net Securities  Proceeds of
which are applied by Company or its  Subsidiaries to the  consideration  paid by
Company or such  Subsidiary  for a Permitted  Acquisition,  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

                                       4

<PAGE>

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)),  Company
shall  prepay  the  Loans  in an  aggregate  amount  equal  to 100% of such  Net
Securities Proceeds;  provided, that such percentage shall be reduced to 50% for
the Fiscal Quarter or Stub Period, as the case may be, immediately following any
Fiscal  Quarter or Stub Period,  as the case may be, for which the  Consolidated
Leverage Ratio as at the last day of such Fiscal Quarter or Stub Period,  as the
case may be, is less than 2.50:1.00.

                  (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 the Fiscal  Year ending  October 31,  2004,  the  14-Fiscal  Month
period ending December 30, 2005 or any Fiscal Year ending  thereafter,  no later
than 100 days after the end of each such period,  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  period  minus  (3) the
aggregate  amount for such period 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 the percentage in subclause
(1) above shall be reduced to 50% of Consolidated  Excess Cash Flow for any such
period  for which  the  Consolidated  Leverage  Ratio as at the last day of such
period is less than 2.50:1.00."

1.3  Amendments to Section 6:  Company's Affirmative Covenants

     A. Subsection  6.1(i) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:

     "(i) Company Quarterly and Stub Period Financials: (a) as soon as available
and in any event  within 55 days after the end of each of the first three Fiscal
Quarters of each Fiscal Year and the Stub Period, the consolidated balance sheet
of Company and its Subsidiaries as at the end of such Fiscal Quarter or the Stub
Period,  as the case may be, and the related  consolidated  statements of income
and cash flows of Company and its  Subsidiaries  for such Fiscal  Quarter or the
Stub  Period,  as the case may be, and for the period from the  beginning of the
then current  Fiscal Year to the end of such Fiscal  Quarter (or, in the case of
the Stub  Period,  for the period from  December 27, 2003 to the end of the Stub
Period),  setting  forth in each  case in  comparative  form  the  corresponding
figures for the  corresponding  periods of the previous  year, all in reasonable
detail and certified by the chief financial  officer of Company that they fairly
present,  in all material respects,  the financial  condition of Company and its
Subsidiaries as at the dates  indicated and the results of their  operations and
their cash flows for the periods  indicated,  subject to changes  resulting from
audit and normal year-end  adjustments,  and (b) as soon as available and in any
event within 90 days after the end of each Fiscal Quarter or the Stub Period, as
the case may be, a summary  of such  consolidated  statements  setting  forth in
comparative  form the  corresponding  figures  from the  Financial  Plan for the
current  Fiscal  Year or the Stub  Period,  as the case may be, and a  narrative
report describing the operations of Company and its Subsidiaries in each

                                       5

<PAGE>

case in the form prepared for  presentation to the Governing Body of Company for
such Fiscal  Quarter or the Stub Period,  as the case may be, and for the period
from the  beginning  of the then  current  Fiscal Year to the end of such Fiscal
Quarter  (or, in the case of the Stub Period,  for the period from  December 27,
2003 to the end of the Stub Period)."

     B.  Subsection  6.1(iii)  of the  Credit  Agreement  is hereby  amended  by
deleting it in its entirety and substituting the following therefor:

     "(iii) Officer's  Compliance and Pricing  Certificates:  together with each
delivery of financial  statements  of Company and its  Subsidiaries  pursuant to
subdivisions (i) and (ii) above, (a) an Officer's Certificate of Company stating
that the signers have  reviewed the terms of this  Agreement  and have made,  or
caused to be made under their supervision,  a review in reasonable detail of the
transactions and condition of Company and its Subsidiaries during the accounting
period  covered  by such  financial  statements  and that  such  review  has not
disclosed the existence during or at the end of such accounting period, and that
the  signers  do not  have  knowledge  of the  existence  as at the date of such
Officer's  Certificate,  of any condition or event that  constitutes an Event of
Default  or  Potential  Event of  Default,  or, if any such  condition  or event
existed or exists,  specifying  the nature and period of  existence  thereof and
what action  Company  has taken,  is taking and  proposes  to take with  respect
thereto;  and (b) a Compliance  Certificate  demonstrating in reasonable  detail
compliance during and at the end of the applicable  accounting  periods with the
restrictions  contained in subsections  7.1(iv),  (x),  (xi),  (xii) and (xiii),
7.2A(viii), 7.3(ix), (xii) and (xiii), 7.4(x), 7.6, and 7.8, in each case to the
extent  compliance with such restrictions is required to be tested at the end of
the  applicable  accounting  period;  in  addition,  on or  before  the 55th day
following the end of each Fiscal Quarter or the Stub Period, as the case may be,
a Pricing Certificate  demonstrating in reasonable detail the calculation of the
Consolidated Leverage Ratio as at the last day of the twelve-Fiscal Month period
then ended;"

1.4  Amendments to Section 7:  Company's Negative Covenants

     A. Subsection  7.1(x) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:

     "(x)  Foreign  Subsidiaries  may become and remain  liable with  respect to
Indebtedness  to Persons  other than  Company or any of its  Subsidiaries  in an
aggregate principal amount (including the amount of any such Indebtedness listed
on Schedule 7.1 of the Company  Disclosure  Letter) not to exceed $44,100,000 at
any time  outstanding;  provided that such amount shall be increased by 5% as of
the  last day of each  Fiscal  Year,  commencing  with the  Fiscal  Year  ending
December 30, 2005;"

     B. Subsection 7.1(xi) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:

     "(xi)   Company  and  its  Domestic   Subsidiaries   (other  than  Inactive
Subsidiaries)  may  remain  liable  with  respect to  Capital  Leases  listed on
Schedule 7.1 of the Company  Disclosure  Letter and may become and remain liable
with respect to additional  Capital Leases in an aggregate  principal amount not
to exceed (a) $25,000,000 in any Fiscal Year, provided

                                       6
<PAGE>

that  such  amount  shall be  increased  by  $5,000,000  for each  Fiscal  Year,
commencing  with the Fiscal Year ending  December 30, 2005 or (b) $25,000,000 in
the 14-Fiscal Month period ending December 31, 2004;"

     C.  Subsection  7.1(xiii)  of the  Credit  Agreement  is hereby  amended by
deleting it in its entirety and substituting the following therefor:

     "(xiii)  Company  and  its  Domestic   Subsidiaries  (other  than  Inactive
Subsidiaries) may become and remain liable with respect to other Indebtedness to
Persons other than Company or any of its Subsidiaries in an aggregate  principal
amount not to exceed  $30,250,000  at any time  outstanding;  provided that such
amount  shall  be  increased  by 10% as of the  last  day of each  Fiscal  Year,
commencing with the Fiscal Year ending December 30, 2005; and"

     D.  Subsection  7.1(xiv)  of the  Credit  Agreement  is hereby  amended  by
deleting it in its entirety and substituting the following therefor:

     "(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 at the last  day of the  immediately  preceding
Fiscal Quarter or Stub Period, as the case may be (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 or Stub
Period,  as the  case may be) 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."

     E. Subsection 7.3(ix) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:

     "(ix) Company and its  Subsidiaries may acquire assets  (including  Capital
Stock and including Capital Stock of Subsidiaries  formed in connection with any
such  acquisition)  of any Person in the same or  similar  line of  business  as
Company and having  positive  EBITDA for the most  recently  ended  twelve-month
period  (calculated,  as  applicable,  in  accordance  with  the  definition  of
"Consolidated  EBITDA"  herein,  or such  other  definition  of EBITDA as may be
reasonably  acceptable  to  Administrative  Agent),  (a) through the issuance of
Capital  Stock of  Company,  (b) with Cash,  provided  that the  aggregate  Cash
portion  of the  purchase  price of all such  acquisitions  does not  exceed (1)
$25,000,000  in the aggregate or (2)  $50,000,000  in the aggregate in the event
that the ratio of all secured  Indebtedness of Company and its Subsidiaries on a
consolidated  basis to Consolidated  EBITDA for the  twelve-Fiscal  Month period
ended as of the most recently ended Fiscal  Quarter or Stub Period,  as the case
may be,  is less  than  1.50 to 1.0,  (c) with  the  proceeds  of not more  than
$200,000,000 of Subordinated Indebtedness of Company or (d) with any combination
of  (a)  through  (c);   provided  that  (1)(A)  after  giving  effect  to  such
acquisition,  at least  $75,000,000 is available in Revolving Loan  Commitments,
(B) any such Subordinated Indebtedness is unsecured and has no mandatory payment
of  principal  for at least one year after the  maturity

                                       7
<PAGE>

of the Tranche B Term Loans, and (C) the documentation for any such indebtedness
contains  subordination  provisions that are standard in the market for publicly
traded or privately held  subordinated  debt  securities at the time of issuance
thereof or such other subordination  provisions as may be reasonably  acceptable
to  Administrative  Agent,  and contains such other terms and  conditions as are
reasonably  satisfactory to Administrative Agent, and (D) after giving effect to
the  incurrence of any such  Subordinated  Indebtedness,  no Event of Default or
Potential  Event of Default  shall have  occurred or be  continuing  and the pro
forma  Consolidated  Leverage Ratio (after giving effect to such acquisition) is
less than the maximum Consolidated Leverage Ratio permitted as at the end of the
most  recently  ended Fiscal  Quarter or Stub Period,  as the case may be, minus
0.25 or (2) Requisite Lenders consent thereto (each a "Permitted Acquisition");"

     F.  Subsection  7.3(xiii)  of the  Credit  Agreement  is hereby  amended by
deleting it in its entirety and substituting the following therefor:

     "(xiii) Company and its Subsidiaries (other than Inactive Subsidiaries) may
make and own other Investments in an aggregate amount not to exceed  $25,000,000
at any time;  provided that such amount shall be increased to  $35,000,000 as of
the earliest of the following dates as at which the Consolidated  Leverage Ratio
is less than 3.00:1.00:  (a) October 31, 2004, (b) December 31, 2004 and (c) the
last day of any Fiscal Year ending on or after December 30, 2005."

     G. Subsection  7.4(x) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:

     "(x) Company and its Subsidiaries  (other than Inactive  Subsidiaries)  may
become and remain liable with respect to other Contingent Obligations;  provided
that the maximum aggregate  liability,  contingent or otherwise,  of Company and
its Subsidiaries in respect of all such other Contingent Obligations shall at no
time  exceed  $10,000,000;  provided  that such  amount  shall be  increased  to
$20,000,000  as  of  the  earliest  of  the  following  dates  as at  which  the
Consolidated  Leverage Ratio is less than  3.00:1.00:  (a) October 31, 2004, (b)
December  31,  2004 and (c) the last day of any Fiscal  Year  ending on or after
December 30, 2005."

     H. Subsection 7.5A(x) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:

     "(x)  Company  may  purchase  shares of Capital  Stock of  Company  and any
warrants or other rights with  respect to the Capital  Stock of Company from (a)
its  employees,  by net  exercise  or  otherwise,  pursuant  to the terms of any
employee  stock option,  restricted  stock or incentive  stock plan, and (b) its
officers and directors,  in an aggregate amount not to exceed $10,000,000 in any
Fiscal Year (or in the 14-Fiscal Month period ending December 31, 2004);"

     I.  Subsection  7.5A(xiii)  of the Credit  Agreement  is hereby  amended by
deleting it in its entirety and substituting the following therefor:

     "(xiii)  during  (a) the Fiscal  Year  ending  October  31,  2004,  (b) the
14-Fiscal  Month period ending December 30, 2005 and (c) each Fiscal Year ending
on or after December 29,

                                       8

<PAGE>

2006, 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% of  Consolidated  Excess Cash Flow for
such period (the "Maximum  Repurchase  Amount");  provided that the Consolidated
Leverage Ratio as at the last day of the most recently  completed Fiscal Quarter
or Stub  Period,  as the  case  may be,  after  giving  effect  to the  proposed
repurchase or redemption and any other  repurchases  or  redemptions  previously
consummated  during the current Fiscal  Quarter or Stub Period,  as the case may
be, as though they had occurred on the last day of the most  recently  completed
Fiscal  Quarter or Stub  Period,  as the case may be, is less than 3:00 to 1:00;
provided  further  that  (1)  such  percentage  shall  be  increased  to  50% of
Consolidated  Excess Cash Flow  during any such  Fiscal  Year or such  14-Fiscal
Month period,  as the case may be, for which the Consolidated  Leverage Ratio as
at the end of such  period  is less  than  2:50  to  1:00,  and (2) the  Maximum
Repurchase  Amount for any such Fiscal Year or such 14-Fiscal  Month period,  as
the case may be, shall be increased by an amount equal to the excess, if any, of
the Maximum  Repurchase  Amount for the  previous  Fiscal Year or such  previous
14-Fiscal  Month  period,  as the  case may be  (without  giving  effect  to any
adjustment in accordance  with subclause (2) of this proviso,  and solely to the
extent that such previous  Fiscal Year or such previous  14-Fiscal Month period,
as the case may be, ended on or after  October 31, 2004) over the actual  amount
applied to repurchases or redemptions  during such previous  Fiscal Year or such
previous 14-Fiscal Month period, as the case may be; and"

     J.  Subsection  7.5A(xiv)  of the  Credit  Agreement  is hereby  amended by
deleting it in its entirety and substituting the following therefor:

     "(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 at
the last day of the immediately  preceding Fiscal Quarter or Stub Period, as the
case may be (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 or Stub Period, as the case may be) 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."

     K. Subsection 7.6 of the Credit  Agreement is hereby amended by deleting it
in its entirety and substituting the following therefor:

     "A. Minimum  Consolidated  Fixed Charge Coverage  Ratio.  Company shall not
permit  the  ratio  of  (i)  Consolidated  EBITDA  minus  Consolidated   Capital
Expenditures   to  (ii)   Consolidated   Fixed  Charges  (a)  for  each  of  the
twelve-Fiscal Month periods ending on October 31, 2004, December 31, 2004, April
1, 2005,  July 1, 2005 and September 30, 2005

                                       9

<PAGE>

to be less than  1.20:1.00  and (b) for any  four-Fiscal  Quarter  period ending
during any of the periods set forth below to be less than the correlative  ratio
indicated:


<TABLE>
<CAPTION>

                                                                         Minimum Consolidated
     Period                                                          Fixed Charge Coverage Ratio
     -------                                                         ---------------------------
   <S>                                                                     <C>

     October 1, 2005 through September 28, 2007                               1.20:1.00
     September 29, 2007 and thereafter                                        1.05:1.00

</TABLE>

     B.  Maximum  Consolidated  Leverage  Ratio.  Company  shall not  permit the
Consolidated Leverage Ratio as at (i) October 31, 2004 to exceed 3.60:1.00, (ii)
December  31,  2004 to exceed  3.50:1.00  and  (iii) the last day of any  Fiscal
Quarter  ending  during  any of the  periods  set  forth  below  to  exceed  the
correlative ratio indicated:

<TABLE>
<CAPTION>

      Period                                                     Maximum Consolidated Leverage Ratio
      -------                                                    -----------------------------------

    <S>                                                                   <C>
      January 1, 2005 through April 1, 2005                                 3.50:1.00
      April 2, 2005 through September 30, 2005                              3.25:1.00
      October 1, 2005 and thereafter                                        3.00:1.00
</TABLE>



     C. Minimum  Consolidated  Current Ratio. Company shall not permit the ratio
of  Consolidated  Current Assets to Consolidated  Current  Liabilities as of (i)
October 31,  2004,  (ii)  December  31, 2004 or (iii) the last day of any Fiscal
Quarter  ending on or after April 1, 2005,  in each case to be less than 1.50 to
1.00."

     L. Subsection 7.7(iv) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:

     "(iv) Company and its  Subsidiaries may make Asset Sales of assets having a
fair market value not in excess of $20,000,000  during any Fiscal Year or during
the twelve-Fiscal  Month period ending December 31, 2004,  provided that (a) the
consideration  received  for such assets shall be in an amount at least equal to
the fair  market  value  thereof  and  shall be Cash or  non-Cash  consideration
permitted by subsection 7.3(xi);  and (b) the proceeds of such Asset Sales shall
be applied as required by subsection 2.4B(iii)(a);"

     M. Subsection 7.8 of the Credit  Agreement is hereby amended by deleting it
in its entirety and substituting the following therefor:

     "7.8  Consolidated Capital Expenditures.

     Company shall not, and shall not permit its  Subsidiaries to, make or incur
Consolidated  Capital  Expenditures  in (i) the Fiscal Year  ending  October 31,
2004,  (ii) the  14-Fiscal  Month period  ending  December 30, 2005 or (iii) any
Fiscal Year ending on or after  December  29, 2006,  in an  aggregate  amount in
excess of $50,000,000 (the "Maximum Consolidated Capital Expenditures  Amount");
provided that the Maximum  Consolidated Capital Expenditures Amount for any such
period shall be  increased by an amount equal to

                                       10

<PAGE>

100% of the excess,  if any, of the Maximum  Consolidated  Capital  Expenditures
Amount for the previous such period  (without giving effect to any adjustment in
accordance  with this proviso) over the actual  amount of  Consolidated  Capital
Expenditures for such previous period.

     N. Subsection 7.9 of the Credit  Agreement is hereby amended by deleting it
in its entirety and substituting the following therefor:

     "7.9 Sales and Lease-Backs.

     Company  shall  not,  and  shall not  permit  any of its  Subsidiaries  to,
directly or  indirectly,  become or remain liable as lessee or as a guarantor or
other surety with respect to any lease,  whether an Operating Lease or a Capital
Lease, of any property (whether real,  personal or mixed),  whether now owned or
hereafter  acquired,  (i) that  Company or any of its  Subsidiaries  has sold or
transferred or is to sell or transfer to any other Person (other than Company or
any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends
to use for  substantially  that same purpose as any other property that has been
or is to be sold or  transferred  by Company or any of its  Subsidiaries  to any
Person (other than Company or any of its  Subsidiaries)  in connection with such
lease,  except to the extent that the aggregate value of all property so sold or
transferred after the Closing Date does not exceed $20,000,000."

     O. Subsection 7.13 of the Credit Agreement is hereby amended by deleting it
in its entirety and substituting the following therefor:

     "7.13 Fiscal Year.

     Company  shall  not  change  any  Fiscal  Year-end  from  that set forth on
Schedule 1.1A annexed hereto."

     1.5 Schedule 1.1A. The Credit Agreement is hereby amended by adding thereto
Schedule 1.1A in the form of Schedule 1.1A annexed to this Amendment.

     1.6 Exhibit VIII: Form of Compliance  Certificate.  The Credit Agreement is
hereby amended by deleting said Exhibit VIII in its entirety and substituting in
place thereof a new Exhibit VIII in the form of Exhibit VIII to this Amendment.

     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 "Sixth
Amendment Effective Date"):

             A.  Company  shall  deliver  to  Lenders  (or to  Administrative
Agent for Lenders) executed copies of this Amendment.

             B. Requisite Lenders shall have executed this Amendment.

                                       11

<PAGE>

             C. Company's board of directors shall approve Company's proposed
change in Fiscal Year.

             D. All other  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

                                       12

<PAGE>

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 Sixth 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

                                       13

<PAGE>

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.

                  [Remainder of page intentionally left blank]

                                       14




<PAGE>


     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
                              --------------------------------------
                           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
                               -------------------------------------
                           Title: Director

                           By: /s/ David J. Dodd
                              --------------------------------------
                           Title: Associate

                           AMAN ENVIRONMENTAL
                           CONSTRUCTION, INC., a California
                           Corporation

                           By: /s/ Kent P. Ainsworth
                               -------------------------------------
                           Title: Executive Vice President
                                  and Chief Financial Officer



<PAGE>


                           BANSHEE CONSTRUCTION COMPANY
                           INC., a California corporation

                           By: /s/ Rita Armstrong
                              ---------------------------------------
                           Title: Vice President and Treasurer


<PAGE>



                             CLEVELAND WRECKING COMPANY, a
                             California corporation

                             By: /s/ Rita Armstrong
                                 ------------------------------------
                             Title:   Vice President and Treasurer


<PAGE>


                             RADIAN INTERNATIONAL LLC, a
                             Delaware limited liability company

                             By: /s/ David C. Nelson
                                --------------------------------------
                             Title: Vice President and Treasurer


<PAGE>



                             SIGNET TESTING LABORATORIES, INC.,
                             a Delaware corporation

                             By: /s/ Rita Armstrong
                                --------------------------------------
                             Title: Vice President and Treasurer


<PAGE>




                             URS CONSTRUCTION SERVICES, INC., a
                             Florida corporation

                             By: /s/ Kent P. Ainsworth
                                --------------------------------------
                             Title: Executive Vice President and Chief
                                    Financial Officer


<PAGE>


                             URS CORPORATION, a Nevada corporation

                             By: /s/ David C. Nelson
                                --------------------------------------
                             Title: Vice President and Treasurer


<PAGE>


                             URS CORPORATION GREAT LAKES, a
                             Michigan corporation

                             By: /s/ Kent P. Ainsworth
                                --------------------------------------
                             Title: Executive Vice President and Chief
                                    Financial Officer


<PAGE>



                             URS CORPORATION-MARYLAND, a
                             Maryland corporation

                             By: /s/ David C. Nelson
                                --------------------------------------
                             Title: Vice President and Treasurer


<PAGE>



                             URS CORPORATION-OHIO, an Ohio
                             corporation

                             By: /s/ David C. Nelson
                                --------------------------------------
                             Title: Vice President and Treasurer


<PAGE>




                             URS CORPORATION SOUTHERN, a
                             California corporation

                             By: /s/ David C. Nelson
                                --------------------------------------
                             Title: Vice President and Treasurer


<PAGE>



                             URS GROUP, INC., a Delaware corporation

                             By: /s/ David C. Nelson
                                --------------------------------------
                             Title: Vice President and Assistant Treasurer


<PAGE>


                            URS OPERATING SERVICES, INC., a
                            Delaware corporation

                            By: /s/ Peter J. Pedalino
                                --------------------------------------
                            Title: Vice President and Controller


<PAGE>



                             URS HOLDINGS, INC., a Delaware
                             corporation

                             By: /s/ David C. Nelson
                                --------------------------------------
                             Title: Vice President and Treasurer


<PAGE>



                             URS INTERNATIONAL INC., a Delaware
                             corporation

                             By: /s/ David C. Nelson
                                --------------------------------------
                             Title: Vice President and Treasurer


<PAGE>




                            LEAR SIEGLER SERVICES, INC., a
                            Delaware corporation

                            By: /s/ Kent P. Ainsworth
                                --------------------------------------
                            Title: Executive Vice President


<PAGE>



                              EG&G DEFENSE MATERIALS, INC., a
                              Utah Corporation

                              By: /s/ William Neeb
                                --------------------------------------
                              Titel: Vice President, Chief Financial Officer
                                     and Assistant Treasurer


<PAGE>



                            EG&G TECHNICAL SERVICES, INC., a
                            Delaware corporation

                            By: /s/ Kent P. Ainsworth
                                --------------------------------------
                            Title: Executive Vice President

                            D&M CONSULTING ENGINEERS, INC., a Delaware
                            corporation

                            By: /s/ Kent P. Ainsworth
                                --------------------------------------
                            Title: Executive Vice President and Chief
                                   Financial  Officer

                            E.C. DRIVER & ASSOCIATES, INC., a
                            Florida corporation

                            By: /s/ Kent P. Ainsworth
                                --------------------------------------
                            Title: Executive Vice President and Chief
                                   Financial  Officer

                            LEAR SIEGLER LOGISTICS
                            INTERNATIONAL, INC., a Delaware
                            corporation

                            By: /s/ Kent P. Ainsworth
                                --------------------------------------
                            Title: Executive Vice President


<PAGE>


                            RADIAN ENGINEERING, INC., a New York
                            corporation

                            By: /s/ Kent P. Ainsworth
                                --------------------------------------
                            Title: Executive Vice President.
                                   Chief Financial Officer and Secretary

                            URS CORPORATION AES., a Connecticut
                            corporation

                            By: /s/ Kent P. Ainsworth
                                --------------------------------------
                            Title: Executive Vice President and Chief
                                   Financial  Officer

                            URS CORPORATION ARCHITECTURE-
                            NC, P.C., a North Carolina corporation

                            By: /s/ Kent P. Ainsworth
                                --------------------------------------
                            Title: Executive Vice President and Chief
                                   Financial  Officer

                            URS CORPORATION-NEW YORK, a New
                            York corporation

                            By: /s/ Kent P. Ainsworth
                                --------------------------------------
                            Title: Executive Vice President and Chief
                                   Financial Officer

                            URS RESOURCES, LLC, a Delaware limited
                            liability company

                            By: /s/ Kent P. Ainsworth
                                --------------------------------------
                            Title: Attorney-in-fact


<PAGE>



                            ARUM CLO 2002-LTD.
                            By: Columbia management Advisors, Inc, as
                            investment manager.

                            By: /s/ Mark Pelletier
                                --------------------------------------
                            Title: Vice President


<PAGE>


                           BANK LEUMI USA, as a Lender

                           By: /s/ Joung Hee Hong
                                --------------------------------------
                           Title: Vice President


<PAGE>


                           BANK OF AMERICA, N.A., as a Lender

                           By: /s/ Michael J. Landini
                                --------------------------------------
                           Title: Senior Vice President



<PAGE>


                           BNP PARIBAS, as a Lender

                           By: /s/ Katherine Wolfe
                                --------------------------------------
                           Title: Director

                           By: /s/ Sandy Bertram
                           Title: Vice President


<PAGE>


                           DENALI CAPITAL LLC, managing member
                           of DC Funding Partners, portfolio manager for
                           DENALI CAPITAL CLO I, LTD., or an affiliate

                           By: /s/ David A. Tanny
                                --------------------------------------
                           Title: Vice President


<PAGE>



                           DENALI CAPITAL LLC, managing member
                           of DC Funding Partners, portfolio manager for
                           DENALI CAPITAL CLO II, LTD., or an
                           affiliate

                           By: /s/ David A. Tanny
                                --------------------------------------
                           Title: Vice President


<PAGE>



                           DENALI CAPITAL LLC, managing member
                           of DC Funding Partners, portfolio manager for
                           DENALI CAPITAL CLO III, LTD., or an
                           affiliate

                           By: /s/ David A. Tanny
                                --------------------------------------
                           Title: Vice President


<PAGE>


                           ERSTE BANK DER
                           OESTERREICHISCHEN SPARKASSEN
                           AG, as a Lender

                           By: /s/ John Fay
                                --------------------------------------
                           Title: Director

                           By: /s/ Bryan Lynch
                                --------------------------------------
                           Title: First Vice President


<PAGE>


                           FLAGSHIP CAPITAL CLO III
                           By: flagship Capital Management, Inc., as a
                           Lender

                           By: /s/ Mark Pelletier
                                --------------------------------------
                           Title: Director


<PAGE>


                           GENERAL ELECTRIC CAPITAL
                           CORPORATION, as a Lender

                           By: /s/ Brian Schwinn
                                --------------------------------------
                           Title: Duly Authorized Signatory


<PAGE>


                           HARRIS TRUST & SAVINGS BANK,B as a
                           Lender

                           By: /s/ Joann Holmann
                                --------------------------------------
                           Title: Vice President


<PAGE>


                           IKB CAPITAL CORPORATION, as a Lender

                           By: /s/ David Snyder
                                --------------------------------------
                           Title: President


<PAGE>


                           NATIONAL CITY BANK, as a Lender

                           By: /s/ Frank Byrne
                                --------------------------------------
                           Title: Account Officer


<PAGE>


                           NORTH FORK BUSINESS CAPITAL
                           CORP., as a Lender

                           By: /s/ Stephen K. Goetschius
                                --------------------------------------
                           Title: Senior Vice President-Bank Loan
                                  Manager


<PAGE>


                           THE ROYAL BANK OF SCOTLAND PLC,
                           as a Lender

                           By: /s/ Curt Lueker
                                --------------------------------------
                           Title: Vice President



<PAGE>


                           SRF 2000, INC., as a Lender

                           By: /s/ Meredith J. Koslick
                                --------------------------------------
                           Title: Assistant Vice President



<PAGE>


                           STANWICH LOAN FUNDING LLC, as a
                           Lender

                           By: /s/ Meredith J. Koslick
                                --------------------------------------
                           Title: Assistant Vice President


<PAGE>


                           TORONTO DOMINION (New York), INC.,
                           as a Lender

                           By: /s/ Masood Fikree
                                --------------------------------------
                           Title: Authorized Agent



<PAGE>


                           TRANSAMERICA BUSINESS CAPITAL
                           CORPORATION, as a Lender

                           By: /s/ Brian Schwinn
                                --------------------------------------
                           Title: Duly Authorized Signatory


<PAGE>


                           TRUMBULL THC, LTD., as a Lender

                           By: /s/ Janet Haack
                                --------------------------------------
                           Title: As Attorney-in-Fact


<PAGE>


                           UNION BANK OF CALIFORNIA, N.A., as a
                           Lender

                           By: /s/ David M. Jackson
                                --------------------------------------
                           Title: Vice President


<PAGE>


                           WACHOVIA BANK, N.A., as a Lender

                           By: /s/ John G. Taylor
                                --------------------------------------
                           Title: Vice President


<PAGE>


                           WELLS FARGO BANK, N.A., as a Lender

                           By: /s/ Peter D. Gruebele
                                --------------------------------------
                           Title: Senior vice President


<PAGE>


                           WHITNEY PRIVATE DEBT FUND L.P., as
                           a Lender

                           By: /s/ Kevin J. Curlby
                                --------------------------------------
                           Title: Authorized Signatory