exv10w1



 



Exhibit 10.1


FIRST AMENDMENT TO THE CREDIT AGREEMENT



     This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of
January 30, 2003 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, modified,
restated or otherwise supplemented to the date hereof, the “Credit Agreement”),
by and among Company, Lenders, CREDIT SUISSE FIRST BOSTON, as a Co-Lead
Arranger and Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a
Co-Lead Arranger and syndication agent for Lenders, and BNP PARIBAS, HARRIS
TRUST & SAVINGS BANK and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation
agents for Lenders. Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit Agreement.



RECITALS



     WHEREAS, Company and Lenders desire to amend the Credit Agreement as more
particularly described below; and



     WHEREAS, no event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would
constitute an Event of Default or a Potential Event of Default:



     NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:



     Section 1. AMENDMENTS TO THE CREDIT AGREEMENT



1.1 Amendments to
Section 1: Definitions



     A.     Subsection 1.1 of the Credit Agreement is hereby amended by adding
thereto the following definitions in proper alphabetical order:



     “‘Credit
Facilities’ means the senior secured credit facilities extended
by Lenders to Company pursuant to the Agreement.”



     “‘First
Amendment Effective Date’ means January 30, 2003.”



     “‘First
Amendment Period’ means the period commencing on the First
Amendment Effective Date and ending upon the first to occur of (i) receipt by
Administrative Agent of a Compliance Certificate for the Fiscal Year ending
October 31, 2003 reflecting a Consolidated Leverage Ratio less than or equal to
3.90 to 1.00, (ii) receipt by Administrative Agent of a Compliance Certificate
for the Fiscal Quarter ending January 31, 2004 reflecting a Consolidated
Leverage Ratio less than or equal to 3.75 to 1.00, or (iii) receipt by
Administrative Agent of a Compliance Certificate for the Fiscal Quarter ending
April 30, 2004; provided that in the event the Compliance Certificate for the
Fiscal Quarter ending January 31, 2004 reflects a Consolidated Leverage Ratio
greater than 3.75 to 1.00, the First Amendment Period shall be deemed
reinstated for the period commencing on January 31, 2004 and ending on receipt
by Administrative Agent of a Compliance Certificate for the Fiscal Quarter
ending April 30, 2004; provided further, that any action permitted to be taken,
or condition permitted to exist, after the expiration of the First Amendment
Period shall not, in the event of reinstatement of the First Amendment Period
and the



 






 



restrictions imposed during the First Amendment Period pursuant to the
preceding clause, constitute an Event of Default or a Potential Event of
Default.”



     “‘Fiscal Month’ means a fiscal month of any Fiscal Year.”



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



     A.     Subsection 2.2A of the Credit Agreement is hereby amended by (i)
deleting the proviso at the conclusion of subsection (i) thereof in its
entirety and substituting the following therefor, and (ii) deleting the proviso
at the conclusion of subsection (ii) thereof in its entirety and substituting
the following therefor, respectively:




		
	 	     “provided
further, that, during the First Amendment Period, the Base
Rate Margin and Eurodollar Rate Margin for Tranche A Term Loans and
Revolving Loans shall be 0.25% per annum in excess of the applicable Base
Rate Margin and Eurodollar Rate Margin set forth in the table above,
respectively; provided still further, in the event the senior secured
rating for the Credit Facilities shall, at any time that the Consolidated
Leverage Ratio is greater than 3.70 to 1.00, be below BB- from S&P or
below Ba3 from Moody’s, the Base Rate Margin and Eurodollar Rate Margin
for Tranche A Term Loans and Revolving Loans shall be 0.25% per annum in
excess of the Base Rate Margin and Eurodollar Rate Margin otherwise
applicable pursuant to this subsection 2.2A(i) until the earlier to occur
of (A) the Credit Facilities have achieved a senior secured rating of at
least BB- from S&P and at least Ba3 from Moody’s, or (B) the Consolidated
Leverage Ratio is less than or equal to 3.70 to 1.00 as reflected in a
Compliance Certificate received by Administrative Agent.”
	 
	 	     “provided further, that, during the First Amendment Period, the Base
Rate Margin and Eurodollar Rate Margin for Tranche B Term Loans shall be
0.25% per annum in excess of the applicable Base Rate Margin and
Eurodollar Rate Margin set forth in the table above, respectively;
provided still further, in the event the senior secured rating for the
Credit Facilities shall, at any time that the Consolidated Leverage Ratio
is greater than 3.70 to 1.00, be below BB- from S&P or below Ba3 from
Moody’s, the Base Rate Margin and Eurodollar Rate Margin for Tranche B
Term Loans shall be 0.25% per annum in excess of the Base Rate Margin and
Eurodollar Rate Margin otherwise applicable pursuant to this subsection
2.2A(ii) until the earlier to occur of (A) the Credit Facilities have
achieved a senior secured rating of at least BB- from S&P and at least
Ba3 from Moody’s, or (B) the Consolidated Leverage Ratio is less than or
equal to 3.70 to 1.00 as reflected in a Compliance Certificate received
by Administrative Agent.”




     B.     Subsection 2.4B(iii) of the Credit Agreement is hereby amended by
deleting subsection (e) thereof in its entirety and substituting the following
therefor:




		
	 	     “(e) Prepayments and Reductions from Consolidated Excess Cash Flow.
(1) In the event that there shall be Consolidated Excess Cash Flow for
the two Fiscal Quarter Period ending April 30, 2003, Company shall, no
later than June 25, 2003, prepay the Loans in an aggregate amount equal
to 100% of such Consolidated Excess Flow; (2) in the event that there
shall be Consolidated Excess Cash Flow for the two Fiscal Quarter period
ending October 31, 2003, Company shall, no later than February 10, 2004,
prepay the Loans in an aggregate amount equal to 100% of such
Consolidated Excess Flow; and (3) in the event that there shall be
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 Fiscal Year, prepay the Loans in an aggregate amount equal to 75%
of such Consolidated Excess Cash Flow; provided, that commencing with the
Fiscal Year ending October 31, 2004, such percentage shall be reduced to
50% 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.”




2






 


1.3 Amendments to
Section 6: Company’s Affirmative Covenants



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




		
	 	     “(i) Company Monthly Reports and Quarterly Financials: (a) during
the First Amendment Period, as soon as available and in any event within
30 days after the end of each Fiscal Month, a consolidated balance sheet
of Company and its Subsidiaries as of the end of such Fiscal Month and
the related statements of income and cash flows of Company and its
Subsidiaries (including a calculation of Consolidated EBITDA) for such
Fiscal Month, all in reasonable detail, (b) 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, the consolidated balance sheet of Company
and its Subsidiaries as at the end of such Fiscal Quarter and the related
consolidated statements of income and cash flows of Company and its
Subsidiaries for such Fiscal Quarter and for the period from the
beginning of the then current Fiscal Year to the end of such Fiscal
Quarter, setting forth in each case in comparative form the corresponding
figures for the corresponding periods of the previous Fiscal 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 (c) as soon as available and in any event within 90 days
after the end of each Fiscal Quarter, a summary of such consolidated
statements setting forth in comparative form the corresponding figures
from the Financial Plan for the current Fiscal Year and a narrative
report describing the operations of Company and its Subsidiaries in each
case in the form prepared for presentation to the Governing Body of
Company for such Fiscal Quarter and for the period from the beginning of
the then current Fiscal Year to the end of such Fiscal Quarter;”




1.4 Amendments to
Section 7: Company’s Negative Covenants



     A.     Subsection 7.1 of the Credit Agreement is hereby amended by (i)
deleting subsection (x) thereof in its entirety and substituting the following
therefor, and (ii) deleting subsection (xiii) thereof in its entirety and
substituting the following therefor, respectively:



     “(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 (a)
during the First Amendment Period, $25,000,000 at any time outstanding, and (b)
from and after the expiration of the First Amendment Period, $40,000,000 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 on or
after the expiration of the First Amendment Period;”



     “(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 (a) during the First Amendment Period,
$5,000,000 at any time outstanding, and (b) from and after the expiration of
the First Amendment Period, $25,000,000 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 on or after the expiration of the First
Amendment Period.”



     B.     Subsection 7.3 of the Credit Agreement is hereby amended by inserting
the following paragraph at the conclusion thereof:



3






 


     “Notwithstanding anything to the contrary in this subsection 7.3, during
the First Amendment Period, Investments comprised of Cash or Cash Equivalents
(excluding Investments in respect of Joint Venture expenditures relating to
EG&G working capital) otherwise permitted pursuant to subsections (ix) through
(xiii) above shall not exceed an aggregate amount of $5,000,000.”



     C.     Subsection 7.5A of the Credit Agreement is hereby amended by deleting
subsections (x) through (xi) thereof in their 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 $2,000,000 in any
Fiscal Year; and (xi) from and after the expiration of the First Amendment
Period, so long as no Event of Default or Potential Event of Default shall have
occurred and be continuing, Company may repurchase common stock of Company in
an aggregate amount not to exceed $25,000,000, provided that after giving
effect to any such repurchase, (a) Company and its Subsidiaries have sufficient
Cash available, consistent with past practices, for their ordinary business
operations and (b) there are no Swing Line Loans or Revolving Loans
outstanding.”



     D.     Subsection 7.6 of the Credit Agreement is hereby amended by deleting
subsection (B) therefrom in its entirety and substituting the following
therefor:



     “B. Maximum Consolidated Leverage Ratio. Company shall not permit the
Consolidated Leverage Ratio as of the last day of any Fiscal Quarter ending
during any of the periods set forth below to exceed the correlative ratio
indicated:




	 	 	 	 	 
	Period	 	Maximum Consolidated Leverage Ratio
	
	 	

	Closing Date through July 31, 2003
	 	 	4.50:1.00	 
	August 1, 2003 through October 31, 2003
	 	 	4.25:1.00	 
	November 1, 2003 through January 31, 2004
	 	 	4.00:1.00	 
	February 1, 2004 through July 31, 2004
	 	 	3.75:1.00	 
	August 1, 2004 through October 31, 2004
	 	 	3.60:1.00	 
	November 1, 2004 through April 30, 2005
	 	 	3.50:1.00	 
	May 1, 2005 through October 31, 2005
	 	 	3.25:1.00	 
	November 1, 2005 and thereafter
	 	 	3.00:1.00	”




     E.     Section 7 of the Credit Agreement is hereby amended by deleting
subsection 7.8 therefrom 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 any Fiscal Year indicated
below, in an aggregate amount in excess of the corresponding amount (the
“Maximum Consolidated Capital Expenditures Amount”) set forth below
opposite such Fiscal Year; provided that the Maximum Consolidated Capital
Expenditures Amount for any Fiscal Year commencing with the Fiscal Year
ending October 31, 2004 shall be increased by an amount equal to 100% of
the excess, if any, of the Maximum Consolidated Capital Expenditures
Amount for the previous Fiscal Year (without giving effect to any
adjustment in accordance with this proviso) over the actual amount of
Consolidated Capital Expenditures for such previous Fiscal Year:



4






 







	 	 	 	 	 
	 	 	Maximum Consolidated
	Fiscal Year	 	Capital Expenditures Amount
	
	 	

	2002
	 	$	70,000,000	 
	2003
	 	$	30,000,000	 
	2004 and each
Fiscal Year thereafter
	 	$	50,000,000	 



     Section 2. CONDITIONS TO EFFECTIVENESS


     Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the “First
Amendment Effective Date”):


     A.     On or before the First Amendment Effective Date, Company shall deliver
to Lenders (or to Administrative Agent for Lenders) the following, each, unless
otherwise noted, dated the First 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 First Amendment Effective Date;
	 
	 	2.	 	A certificate, dated as of the First 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 the First 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.



     B.     On or before the First Amendment Effective Date, 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.


     C. Company shall pay to each Lender executing this Amendment by 5:00 p.m.,
New York time, on February 6, 2003 an amendment fee equal to 0.25% of the sum
of such Lender’s Tranche A Term Loan Exposure plus such Lender’s Tranche B Term
Loan Exposure plus such Lender’s Revolving Loan Exposure.


5






 


     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 First Amendment Effective Date:


     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 First Amendment Effective Date to the same extent as though
made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.


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


     Section 4. MISCELLANEOUS



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



6






 







		
	 	(i) On and after the First 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; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment (other than the
provisions of Section 1 hereof, the effectiveness of which is governed by
Section 2 hereof) shall become effective upon the execution of a counterpart
hereof by Company, Requisite Lenders and each of the Subsidiary Guarantors and
receipt by Company and Administrative Agent of written or telephonic
notification of such execution and authorization of delivery thereof.


     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.


[The remainder of page intentionally left blank.]


7






 




     IN WITNESS WHEREOF, the Company, Lenders, and Guarantors 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:

Title:
	 	Kent P. Ainsworth

Executive Vice

President and Chief

Financial Officer
	 	 	 	 	 
	 	 	AURUM CLO 2002-1 LTD.
	 	 	 	 	 
	 	 	By: Stein Roe & Farnham Incorporated, as

Investment Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kathleen A. Zam
	 	 	 	 	

	 	 	
Name:

Title:
	 	Kathleen A. Zam

Senior Vice President
	 	 	 	 	 
	 	 	STEIN ROE & FARNHAM CLO I LTD.
	 	 	 	 	 
	 	 	By: Stein Roe & Farnham Incorporated, as

Portfolio Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kathleen A. Zam
	 	 	 	 	

	 	 	
Name:

Title:
	 	Kathleen A. Zam

Senior Vice President
	 	 	 	 	 
	 	 	STEIN ROE FLOATING RATE

LIMITED LIABILITY COMPANY
	 	 	 	 	 
	 	 	By: Stein Roe & Farnham Incorporated, as 

Advisor
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kathleen A. Zam
	 	 	 	 	

	 	 	
Name:

Title:
	 	Kathleen A. Zam

Senior Vice President
	 	 	 	 	 
	 	 	DENALI CAPITAL LLC, managing member

of DC Funding Partners, portfolio manager for

DENALI CAPITAL CLO III, LTD. or an

affiliate
	 	 	 	 	 
	 	 	
By:
	 	/s/ John P. Thacker
	 	 	 	 	

	 	 	
Name:

Title:
	 	John P. Thacker

Chief Credit Officer



8






 




	 	 	 	 	 
	 	 	DENALI CAPITAL LLC, managing member

of DC Funding Partners, portfolio manager for 

DENALI CAPITAL CLO II, LTD. or an

affiliate
	 	 	 	 	 
	 	 	
By:
	 	/s/ John P. Thacker
	 	 	 	 	

	 	 	
Name:

Title:
	 	John P. Thacker

Chief Credit Officer
	 	 	 	 	 
	 	 	DENALI CAPITAL LLC, managing member of 

DC Funding Partners, portfolio manager for

DENALI CAPITAL CLO I, LTD. or an

affiliate
	 	 	 	 	 
	 	 	
By:
	 	/s/ John P. Thacker
	 	 	 	 	

	 	 	
Name:

Title:
	 	John P. Thacker

Chief Credit Officer
	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND 

PLC, Individually and as a Co-Documentation 

Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/ Andrew S. Weinberg
	 	 	 	 	

	 	 	
Name:

Title:
	 	Andrew S. Weinberg

Senior Vice President
	 	 	 	 	 
	 	 	WHITNEY PRIVATE DEBT FUND, L.P.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Marc S. Diagonale
	 	 	 	 	

	 	 	
Name:

Title:
	 	Marc S. Diagonale

Authorized Signatory
	 	 	 	 	 
	 	 	ORIX FINANCIAL SERVICES, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	METROPOLITAN LIFE INSURANCE COMPANY
	 	 	 	 	 
	 	 	
By:
	 	/s/
	 	 	 	 	

	 	 	
Title:
	 	Director



9






 




	 	 	 	 	 
	 	 	MADISON AVENUE CDO IV LTD.

By: Metropolitan Life Insurance Company, as 

Collateral Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/
	 	 	 	 	

	 	 	
Title:
	 	Director
	 	 	 	 	 
	 	 	VENTURE II CDO 2002, LIMITED

By its investment advisor, Barclays Bank PLC, 

New York Branch
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kenneth Ostmann
	 	 	 	 	

	 	 	
Name:

Title:
	 	Kenneth Ostmann

Director
	 	 	 	 	 
	 	 	VENTURE CDO 2002, LIMITED

By its investment advisor, Barclays Capital 

Asset Management, Limited
	 	 	 	 	 
	 	 	By its sub-advisor, Barclays Bank PLC, New

York Branch
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kenneth Ostmann
	 	 	 	 	

	 	 	
Name:

Title:
	 	Kenneth Ostmann

Director
	 	 	 	 	 
	 	 	PROMETHEUS
INVESTMENT FUNDING 

NO. 2, LTD
	 	 	 	 	 
	 	 	
By:
	 	/s/ Elizabeth Tallmadge
	 	 	 	 	

	 	 	
Name:

Title:
	 	Elizabeth Tallmadge

Managing Director and Chief

Investment Officer
	 	 	 	 	 
	 	 	
By:
	 	/s/ James T. Li
	 	 	 	 	

	 	 	
Name:

Title:
	 	James T. Li

Associate Director
	 	 	 	 	 
	 	 	PROMETHEUS INVESTMENT FUNDING

NO. 1, LTD
	 	 	 	 	 
	 	 	
By:
	 	/s/ Elizabeth Tallmadge
	 	 	 	 	

	 	 	
Name:

Title:
	 	Elizabeth Tallmadge

Managing Director and Chief

Investment Officer
	 	 	 	 	 
	 	 	
By:
	 	/s/ James T. Li
	 	 	 	 	

	 	 	
Name:

Title:
	 	James T. Li

Associate Director



10






 




	 	 	 	 	 
	 	 	MAPLEWOO (CAYMAN) LIMITED

By: David L. Babson & Company Inc. under 

delegated authority from Massachusetts 

Mutual Life Insurance Company as Investment

Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/ Glenn Duffy
	 	 	 	 	

	 	 	
Name:

Title:
	 	Glenn Duffy

Managing Director
	 	 	 	 	 
	 	 	TRYON CLO LTD 2000-I

By: David L. Babson & Company Inc.

as Collateral Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/ Glenn Duffy
	 	 	 	 	

	 	 	
Name:

Title:
	 	Glenn Duffy

Managing Director
	 	 	 	 	 
	 	 	SUFFIELD CLO, LIMITED

By: David L. Babson & Company Inc.

as Collateral Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/ Glenn Duffy
	 	 	 	 	

	 	 	
Name:

Title:
	 	Glenn Duffy

Managing Director
	 	 	 	 	 
	 	 	ELC (CAYMAN), LTD. 2000-I

By: David L. Babson & Company Inc. as 

Collateral Manager

	 	 	 	 	 
	 	 	
By:
	 	/s/ Glenn Duffy
	 	 	 	 	

	 	 	
Name:

Title:
	 	Glenn Duffy

Managing Director

	 	 	 	 	 
	 	 	ELC (CAYMAN), LTD. CDO SERIES

1999-1

By: David L. Babson & Company Inc. as 

Collateral Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/ Glenn Duffy
	 	 	 	 	

	 	 	
Name:

Title:
	 	Glenn Duffy

Managing Director



11






 




	 	 	 	 	 
	 	 	BILL & MELINDA GATES FOUNDATION

By: David L. Babson & Company Inc.

as Investment Advisor
	 	 	 	 	 
	 	 	
By:
	 	/s/ Glenn Duffy
	 	 	 	 	

	 	 	
Name:

Title:
	 	Glenn Duffy

Managing Director
	 	 	 	 	 
	 	 	APEX (IDM) CDO I, LTD.

By: David L. Babson & Company Inc. as 

Collateral Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/ Glenn Duffy
	 	 	 	 	

	 	 	
Name:

Title:
	 	Glenn Duffy

Managing Director
	 	 	 	 	 
	 	 	MASSACHUSETTS MUTUAL LIFE INSURANCE

COMPANY

By: David L. Babson & Company Inc.

as Investment Adviser
	 	 	 	 	 
	 	 	
By:
	 	/s/ Glenn Duffy
	 	 	 	 	

	 	 	
Name:

Title:
	 	Glenn Duffy

Managing Director
	 	 	 	 	 
	 	 	NATIONAL CITY BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	HARBOURVIEW CLO V, LTD.
	 	 	 	 	 
	 	 	
By:
	 	/s/
	 	 	 	 	

	 	 	
Title:
	 	Manager
	 	 	 	 	 
	 	 	PPM SPYGLASS FUNDING TRUST
	 	 	 	 	 
	 	 	
By:
	 	/s/ Diana L. Mushill
	 	 	 	 	

	 	 	
Name:

Title:
	 	Diana L. Mushill

Authorized Agent
	 	 	 	 	 
	 	 	PPM SHADOW CREEK FUNDING LLC
	 	 	 	 	 
	 	 	
By:
	 	/s/ Diana L. Mushill
	 	 	 	 	

	 	 	
Name:

Title:
	 	Diana L. Mushill

Assistant Vice President



12






 




	 	 	 	 	 
	 	 	SRF 2000 LLC
	 	 	 	 	 
	 	 	
By:
	 	/s/ Diana L. Mushill
	 	 	 	 	

	 	 	
Name:

Title:
	 	Diana L. Mushill

Assistant Vice President
	 	 	 	 	 
	 	 	OLYMPIC FUNDING TRUST, SERIES

1999-1
	 	 	 	 	 
	 	 	
By:
	 	/s/ Diana L. Mushill
	 	 	 	 	

	 	 	
Name:

Title:
	 	Diana L. Mushill

Authorized Agent
	 	 	 	 	 
	 	 	MUIRFIELD TRADING LLC
	 	 	 	 	 
	 	 	
By:
	 	/s/ Diana L. Mushill
	 	 	 	 	

	 	 	
Name:

Title:
	 	Diana L. Mushill

Assistant Vice President
	 	 	 	 	 
	 	 	STANWICH LOAN FUNDING LLC
	 	 	 	 	 
	 	 	
By:
	 	/s/ Diana L. Mushill
	 	 	 	 	

	 	 	
Name:

Title:
	 	Diana L. Mushill

Assistant Vice President
	 	 	 	 	 
	 	 	PRINCIPAL LIFE INSURANCE

COMPANY
	 	 	 	 	 
	 	 	
By:
	 	/s/ Jon C. Heiny
	 	 	 	 	

	 	 	
Name:

Title:
	 	Jon C. Heiny

Counsel
	 	 	 	 	 
	 	 	
By:
	 	/s/ Douglas A. Drees
	 	 	 	 	

	 	 	
Name:

Title:
	 	Douglas A. Drees

Counsel
	 	 	 	 	 
	 	 	ING CAPITAL LLC
	 	 	 	 	 
	 	 	
By:
	 	/s/
	 	 	 	 	

	 	 	
Title:
	 	Managing Director
	 	 	 	 	 
	 	 	LONGHORN CDO (CAYMAN) LTD

By: Merrill Lynch Investment Managers, L.P.,

as Investment Advisor
	 	 	 	 	 
	 	 	
By:
	 	/s/ Anthony Heyman
	 	 	 	 	

	 	 	
Name:

Title:
	 	Anthony Heyman

Authorized Signatory
	 	 	 	 	 
	 	 	LONGHORN CDO II, LTD



13






 




	 	 	 	 	 
	 	 	By: Merrill Lynch Investment Managers, L.P.,
As Investment Advisor
	 	 	 	 	 
	 	 	
By:
	 	/s/ Anthony Heyman
	 	 	 	 	

	 	 	
Name:

Title:
	 	Anthony Heyman

Authorized Signatory
	 	 	 	 	 
	 	 	MERRILL LYNCH PRIME RATE 

PORTFOLIO

By: Merrill Lynch Investment Managers, L.P.,

As Investment Advisor
	 	 	 	 	 
	 	 	
By:
	 	/s/ Anthony Heyman
	 	 	 	 	

	 	 	
Name:

Title:
	 	Anthony Heyman

Authorized Signatory
	 	 	 	 	 
	 	 	MERRILL LYNCH SENIOR FLOATING 

RATE FUND, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Anthony Heyman
	 	 	 	 	

	 	 	
Name:

Title:
	 	Anthony Heyman

Authorized Signatory
	 	 	 	 	 
	 	 	MERRILL LYNCH GLOBAL

INVESTMENT SERIES: BANK LOAN 

INCOME PORTFOLIO

By: Merrill Lynch Investment Managers, L.P. 

as Investment Advisors
	 	 	 	 	 
	 	 	
By:
	 	/s/ Anthony Heyman
	 	 	 	 	

	 	 	
Name:

Title:
	 	Anthony Heyman

Authorized Signatory
	 	 	 	 	 
	 	 	DRYDEN LEVERAGED LOAN CDO 

2002-II

By: Prudential Investment Management, Inc., 

as Collateral Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	DRYDEN III-LEVERAGED LOAN CDO 2002

By: Prudential Investment

Management, Inc., as Collateral

Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	DRYDEN HIGH YIELD CDO 2001-1



14






 




	 	 	 	 	 
	 	 	By: Prudential Investment

management, Inc., as Collateral

Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	BNP PARIBAS
	 	 	 	 	 
	 	 	
By:
	 	/s/ Duane P. Helkowski
	 	 	 	 	

	 	 	
Name:

Title:
	 	Duane P. Helkowski

Director
	 	 	 	 	 
	 	 	
By:
	 	/s/ Stephanie Rogers
	 	 	 	 	

	 	 	
Name:

Title:
	 	Stephanie Rogers

Vice President
	 	 	 	 	 
	 	 	FRANKLIN CLO IV, LIMITED
	 	 	 	 	 
	 	 	
By:
	 	/s/ Richard D’Addario
	 	 	 	 	

	 	 	
Name:

Title:
	 	Richard D’Addario

Senior Vice President
	 	 	 	 	 
	 	 	FRANKLIN CLO III, LIMITED
	 	 	 	 	 
	 	 	
By:
	 	/s/ Richard D’Addario
	 	 	 	 	

	 	 	
Name:

Title:
	 	Richard D’Addario

Senior Vice President
	 	 	 	 	 
	 	 	FRANKLIN CLO II, LIMITED
	 	 	 	 	 
	 	 	
By:
	 	/s/ Richard D’Addario
	 	 	 	 	

	 	 	
Name:

Title:
	 	Richard D’Addario

Senior Vice President
	 	 	 	 	 
	 	 	FRANKLIN CLO I, LIMITED
	 	 	 	 	 
	 	 	
By:
	 	/s/ Richard D’Addario
	 	 	 	 	

	 	 	
Name:

Title:
	 	Richard D’Addario

Senior Vice President
	 	 	 	 	 
	 	 	FRANKLIN FLOATING RATE DAILY ACCESS

FUND
	 	 	 	 	 
	 	 	
By:
	 	/s/ Richard D’Addario
	 	 	 	 	

	 	 	
Name:

Title:
	 	Richard D’Addario

Vice President



15






 




	 	 	 	 	 
	 	 	FRANKLIN FLOATING RATE TRUST
	 	 	 	 	 
	 	 	
By:
	 	/s/ Richard D’Addario
	 	 	 	 	

	 	 	
Name:

Title:
	 	Richard D’Addario

Vice President
	 	 	 	 	 
	 	 	BRYN MAWR CLO, LTD

By: Deefield Capital Management LLC

as its Collateral Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/ Matt Stouffer
	 	 	 	 	

	 	 	
Name:

Title:
	 	Matt Stouffer

Vice President
	 	 	 	 	 
	 	 	ROSEMONT CLO, LTD

By: Deefield Capital Management LLC

as its Collateral Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/ Matt Stouffer
	 	 	 	 	

	 	 	
Name:

Title:
	 	Matt Stouffer

Vice President
	 	 	 	 	 
	 	 	SEQUILS – CUMBERLAND I, LTD

By: Deefield Capital Management LLC

as its Collateral Manager
	 	 	 	 	 
	 	 	
By:
	 	/s/ Matt Stouffer
	 	 	 	 	

	 	 	
Name:

Title:
	 	Matt Stouffer

Vice President
	 	 	 	 	 
	 	 	JP MORGAN CHASE BANK, as trustee of

the Antares Funding Trust created

under the Trust Agreement dated as

of November 30, 1999
	 	 	 	 	 
	 	 	
By:
	 	/s/ Leslie Hundley
	 	 	 	 	

	 	 	
Name:

Title:
	 	Leslie Hundley

Officer
	 	 	 	 	 
	 	 	ERSTE BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/ Brandon A. Meyerson
	 	 	 	 	

	 	 	
Name:

Title:
	 	Brandon A. Meyerson

Vice President, Erste Bank

New York Branch
	 	 	 	 	 
	 	 	
By:
	 	/s/
	 	 	 	 	

	 	 	
Title:
	 	First Vice President



16






 




	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL

CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Janet K. Williams
	 	 	 	 	

	 	 	
Name:

Title:
	 	Janet K. Williams

Duly Authorized Signatory
	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, Individually and as

Syndication Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/ Marsha Poenisch
	 	 	 	 	

	 	 	
Name:

Title:
	 	Marsha Poenisch

Vice President
	 	 	 	 	 
	 	 	TORONTO DOMINION (NEW YORK), INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Gwen Zirkle
	 	 	 	 	

	 	 	
Name:

Title:
	 	Gwen Zirkle

Vice President
	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.
	 	 	 	 	 
	 	 	
By:
	 	/s/
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	CREDIT SUISSE FIRST BOSTON,

Individually and as Administrative

Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/ Bill O’Daly
	 	 	 	 	

	 	 	
Name:

Title:
	 	Bill O’Daly

Director
	 	 	 	 	 
	 	 	
By:
	 	/s/ Cassandra Droogan
	 	 	 	 	

	 	 	
Name:

Title:
	 	Cassandra Droogan

Associate
	 	 	 	 	 
	 	 	ANTARES CAPITAL CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ David Mahon
	 	 	 	 	

	 	 	
Name:

Title:
	 	David Mahon

Director
	 	 	 	 	 
	 	 	IKB CAPITAL CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ David Snyder
	 	 	 	 	

	 	 	
Name:

Title:
	 	David Snyder

President



17






 




	 	 	 	 	 
	 	 	US BANK, NA
	 	 	 	 	 
	 	 	
By:
	 	/s/ Douglas A. Rich
	 	 	 	 	

	 	 	
Name:

Title:
	 	Douglas A. Rich

Vice President
	 	 	 	 	 
	 	 	HARRIS TRUST & SAVINGS BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/ Isabella Battista
	 	 	 	 	

	 	 	
Name

Title:
	 	Isabella Battista

Vice President
	 	 	 	 	 
	 	 	MARINER CDO 2002, LTD
	 	 	 	 	 
	 	 	
By:
	 	/s/ David Mahon
	 	 	 	 	

	 	 	
Name:

Title:
	 	David Mahon

Vice President
	 	 	 	 	 
	 	 	NOVA CDO 2001, LTD
	 	 	 	 	 
	 	 	
By:
	 	/s/ David Mahon
	 	 	 	 	

	 	 	
Name:

Title:
	 	David Mahon

Vice President
	 	 	 	 	 
	 	 	BANK LEUMI USA
	 	 	 	 	 
	 	 	
By:
	 	/s/ Aliz Sadan
	 	 	 	 	

	 	 	
Name:

Title:
	 	Aliz Sadan

Assistant Vice President
	 	 	 	 	 
	 	 	MERRILL LYNCH CAPITAL, a division

of Merrill Lynch Business Financial

Services, Inc.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Julia F. Maslanka
	 	 	 	 	

	 	 	
Name:

Title:
	 	Julia f. Maslanka

Vice President
	 	 	 	 	 
	 	 	TRANSAMERICA BUSINESS CAPITAL

CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Stephen K. Goetschius
	 	 	 	 	

	 	 	
Name:

Title:
	 	Stephen K. Goetschius

Senior Vice President



18






 




	 	 	 	 	 
	 	 	AIMCO CDO SERIES 2000-A, as a

Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Chris Goergen
	 	 	 	 	

	 	 	
Name:

Title:
	 	Chris Goergen

Authorized Signatory
	 	 	 	 	 
	 	 	
By:
	 	/s/ Jerry D. Zinkula
	 	 	 	 	

	 	 	
Name:

Title:
	 	Jerry D. Zinkula

Authorized Signatory
	 	 	 	 	 
	 	 	AIMCO CDO SERIES 2001-A, as a

Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Chris Goergen
	 	 	 	 	

	 	 	
Name:

Title:
	 	Chris Goergen

Authorized Signatory
	 	 	 	 	 
	 	 	
By:
	 	/s/ Jerry D. Zinkula
	 	 	 	 	

	 	 	
Name:

Title:
	 	Jerry D. Zinkula

Authorized Signatory
	 	 	 	 	 
	 	 	ALLSTATE LIFE INSURANCE COMPANY, as

a Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Chris Goergen
	 	 	 	 	

	 	 	
Name:

Title:
	 	Chris Goergen

Authorized Signatory
	 	 	 	 	 
	 	 	
By:
	 	/s/ Jerry D. Zinkula
	 	 	 	 	

	 	 	
Name:

Title:
	 	Jerry D. Zinkula

Authorized Signatory
	 	 	 	 	 
	 	 	GUARANTORS:
	 	 	 	 	 
	 	 	AMAN ENVIRONMENTAL CONSTRUCTION,

INC., a California corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ Jeffrey M. Kissel
	 	 	 	 	

	 	 	
Name:

Title:
	 	Jeffrey M. Kissel

Chief Financial Officer
	 	 	 	 	 
	 	 	BANSHEE CONSTRUCTION COMPANY, INC.,

a California corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael T. Orear
	 	 	 	 	

	 	 	
Name:

Title:
	 	Michael T. Orear

President



19






 




	 	 	 	 	 
	 	 	CLEVELAND WRECKING COMPANY, a

California corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ James Sheridan
	 	 	 	 	

	 	 	
Name:

Title:
	 	James Sheridan

President
	 	 	 	 	 
	 	 	O’BRIEN-KREITZBERG INC., a

California corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ Jeffrey M. Kissel
	 	 	 	 	

	 	 	
Name:

Title:
	 	Jeffrey M. Kissel

Chief Financial Officer and Secretary
	 	 	 	 	 
	 	 	RADIAN INTERNATIONAL LLC, a

Delaware limited liability company
	 	 	 	 	 
	 	 	
By:
	 	/s/ David C. Nelson
	 	 	 	 	

	 	 	
Name:

Title:
	 	David C. Nelson

Vice President and Treasurer
	 	 	 	 	 
	 	 	SIGNET TESTING LABORATORIES INC., a

Delaware corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ Jeffrey M. Kissel
	 	 	 	 	

	 	 	
Name:

Title:
	 	Jeffrey M. Kissel

President
	 	 	 	 	 
	 	 	URS CONSTRUCTION SERVICES, INC., a

Florida corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kent P. Ainsworth
	 	 	 	 	

	 	 	
Name:

Title:
	 	Kent P. Ainsworth

Executive Vice President and

Chief Executive Officer
	 	 	 	 	 
	 	 	URS CORPORATION, a Nevada

corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ David C. Nelson
	 	 	 	 	

	 	 	
Name:

Title:
	 	David C. Nelson

Vice President and Treasurer
	 	 	 	 	 
	 	 	URS CORPORATION GREAT LAKES, a

Michigan corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kent P. Ainsworth
	 	 	 	 	

	 	 	
Name:

Title:
	 	Kent P. Ainsworth

Executive Vice President and

Chief Financial Officer



20






 




	 	 	 	 	 
	 	 	URS CORPORATION GROUP CONSULTANTS,

a New York corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ David C. Nelson
	 	 	 	 	

	 	 	
Name:

Title:
	 	David C. Nelson

Vice President and Treasurer
	 	 	 	 	 
	 	 	URS CORPORATION — MARYLAND, a

Maryland corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ David C. Nelson
	 	 	 	 	

	 	 	
Name:

Title:
	 	David C. Nelson

Vice President and Treasurer
	 	 	 	 	 
	 	 	URS CORPORATION — OHIO, an Ohio

corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ David C. Nelson
	 	 	 	 	

	 	 	
Name:

Title:
	 	David C. Nelson

Vice President and Treasurer
	 	 	 	 	 
	 	 	URS CORPORATION SOUTHERN, a

California corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ David C. Nelson
	 	 	 	 	

	 	 	
Name:

Title:
	 	David C. Nelson

Vice President and Treasurer
	 	 	 	 	 
	 	 	URS GROUP, INC., a Delaware

corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ David C. Nelson
	 	 	 	 	

	 	 	
Name:

Title:
	 	David C. Nelson

Vice President and Assistant
Treasurer
	 	 	 	 	 
	 	 	URS OPERATING SERVICES, INC., a

Delaware corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ Peter J. Pedalino
	 	 	 	 	

	 	 	
Name:

Title:
	 	Peter J. Pedalino

Vice President and Controller
	 	 	 	 	 
	 	 	URS HOLDINGS, INC., a Delaware

corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ David C. Nelson
	 	 	 	 	

	 	 	
Name:

Title:
	 	David C. Nelson

Vice President and Treasurer



21






 




	 	 	 	 	 
	 	 	URS INTERNATIONAL INC., a Delaware

corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ David C. Nelson
	 	 	 	 	

	 	 	
Name:

Title:
	 	David C. Nelson

Vice President and Treasurer
	 	 	 	 	 
	 	 	LEAR SIEGLER SERVICES, INC., a

Delaware corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kent P. Ainsworth
	 	 	 	 	

	 	 	
Name:

Title:
	 	Kent P. Ainsworth

Executive Vice President
	 	 	 	 	 
	 	 	EG&G TECHNICAL SERVICES, INC., a

Delaware corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kent P. Ainsworth
	 	 	 	 	

	 	 	
Name:

Title:
	 	Kent P. Ainsworth

Executive Vice President
	 	 	 	 	 
	 	 	EG&G DEFENSE MATERIALS, INC., a

Utah corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ William Neeb
	 	 	 	 	

	 	 	
Name:

Title:
	 	William Neeb

Vice President



22