URS CORPORATION SEVENTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

URS CORPORATION

SEVENTH AMENDMENT
TO CREDIT AGREEMENT

                    This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of January 27, 2005 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, that certain Fifth Amendment to Credit Agreement dated as of June 4, 2004, and that certain Sixth Amendment to Credit Agreement dated as of November 29, 2004 (as so amended, and as further amended, modified, restated or otherwise supplemented to the date hereof, the “Credit Agreement”), by and among Company, Lenders, CREDIT SUISSE FIRST BOSTON, as a Co-Lead Arranger and Administrative Agent, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Co-Lead Arranger and Syndication Agent for Lenders, and BNP PARIBAS, XXXXXX TRUST & SAVINGS BANK and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents for Lenders. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

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

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

Section 1. AMENDMENTS TO THE CREDIT AGREEMENT

1.1   Amendments to Section 1: Definitions

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

                    “Seventh Amendment” means that certain Seventh Amendment to Credit Agreement dated as of January 27, 2005 and entered into by and among Company, the Lenders listed on the signature pages thereof and Administrative Agent.

                    “Seventh Amendment Effective Date” means the effective date of the Seventh Amendment.

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

        Subsection 2.2A of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:

“A.      Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate.

          (i)      Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans, the Tranche A Term Loans and the Tranche B Term Loans shall bear interest through maturity as follows:

          (a)      if a Base Rate Loan, then at the sum of the Base Rate plus a Base Rate Margin of 0.75% per annum; or

          (b)      if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus a Eurodollar Rate Margin of 1.75% per annum;

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 (1) BB+ from S&P and Ba2 from Xxxxx’x or (2) BB from S&P and Ba1 from Xxxxx’x and in each case continuing until Company fails to maintain such ratings, the Base Rate Margin and Eurodollar Rate Margin in each case shall be 0.25% per annum less than the Base Rate Margin and Eurodollar Rate Margin otherwise applicable pursuant to this subsection 2.2A(i).

          (ii)     Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the

  applicable Base Rate Margin for Revolving Loans minus the Commitment Fee Percentage.”

1.3   Amendments to Section 7: Company’s Negative Covenants

A.     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 (or any related, ancillary or complementary business, including without limitation business services) as Company (a) through the issuance of Capital Stock of Company, (b) with Cash, (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 of the Tranche B Term Loans, (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, (D) after giving effect to such acquisition, no Event of Default or Potential Event of Default shall have occurred or be continuing, and (E) 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”);”

1.4   Titles of Certain Agents

For purposes of this Amendment and the resyndication and repricing process contemplated hereby Credit Suisse First Boston, acting through its Cayman Islands Branch, shall be “Sole Lead Arranger”.

The term “Agents” as defined under the Credit Agreement shall be deemed for all purposes to include, without limitation, Credit Suisse First Boston, acting through its Cayman Islands Branch, in its capacity as “Sole Lead Arranger” in connection with 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 “Seventh Amendment Effective Date”):

                    A.      Company shall have delivered to Lenders (or to Administrative Agent for Lenders) an executed copy of this Amendment.

                    B.      Each Lender shall have executed this Amendment.

                    C.      All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby shall be satisfactory in form and substance to Administrative Agent and its counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

Section 3.      COMPANY’S REPRESENTATIONS AND WARRANTIES

                    In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete as of the date of this Amendment:

                    A.      Corporate Power and Authority. Company has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”).

                    B.      Authorization of Agreements. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company.

                    C.     No Conflict.      The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to Company or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Company or any of its Subsidiaries in any manner that would be likely to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any of its Subsidiaries (other than Liens created under any of the Loan Documents in favor of Administrative Agent on behalf of Lenders or Permitted Encumbrances), or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Company or any of its Subsidiaries.

                    D.      Governmental Consents. The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body.

                    E.      Binding Obligation. This Amendment has been duly executed and delivered by Company and this Amendment and the Amended Agreement are the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

                    F.      Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

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

Section 4.      MISCELLANEOUS

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

(i)     On and after the Seventh Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement.

(ii)     Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii)     The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents.

                    B.     Fees and Expenses. Company acknowledges that all costs, fees and expenses as described in subsection 10.2 of the Credit Agreement incurred by Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Company.

                    C.      Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

                    D.      Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

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

Section 5.      ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS

                    Each guarantor listed on the signature pages hereof (“Subsidiary Guarantors”) hereby acknowledges that it has read this Amendment and consents to the terms thereof, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of each Subsidiary Guarantor under its applicable Subsidiary Guaranty shall not be impaired or affected and the applicable Subsidiary Guaranty is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each Subsidiary Guarantor further agrees that nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendment to the Credit Agreement.

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          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/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		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. Xxxxxxx Xxx
		Name:	S. Xxxxxxx Xxx
		Title:	Director

	By:	/s/ /Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Vice President

	AMAN ENVIRONMENTAL CONSTRUCTION, INC., a California corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Executive Vice President and Chief Financial Officer

	BANSHEE CONSTRUCTION COMPANY, INC., a California corporation
	By:	/s/ Xxxx Xxxxxxxxx
		Name:	Xxxx Xxxxxxxxx
		Title:	Vice President and Treasurer

	CLEVELAND WRECKING COMPANY, a California corporation
	By:	/s/ Xxxx Xxxxxxxxx
		Name:	Xxxx Xxxxxxxxx
		Title:	Vice President and Treasurer

	RADIAN INTERNATIONAL LLC, a Delaware limited liability company
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President and Treasurer

	SIGNET TESTING LABORATORIES, INC., a Delaware corporation
	By:	/s/ Xxxx Xxxxxxxxx
		Name:	Xxxx Xxxxxxxxx
		Title:	Vice President and Treasurer

	URS CONSTRUCTION SERVICES, INC., a Florida corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Executive Vice President and Chief Executive Officer

	URS CORPORATION, a Nevada corporation
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President and Treasurer

	URS CORPORATION GREAT LAKES, a Michigan corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Executive Vice President and Chief Financial Officer

	URS CORPORATION-MARYLAND, a Maryland corporation
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President and Treasurer

	URS CORPORATION – OHIO, an Ohio corporation
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President and Treasurer

	URS CORPORATION SOUTHERN, a California corporation
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President and Treasurer

	URS GROUP, INC., a Delaware corporation
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President and Assistant Treasurer

	URS OPERATING SERVICES, INC., a Delaware corporation
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Vice President and Controller

	URS HOLDINGS, INC., a Delaware corporation
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President and Treasurer

	URS INTERNATIONAL INC., a Delaware corporation
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President and Treasurer

	XXXX XXXXXXX SERVICES, INC., a Delaware corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Executive Vice President

	EG&G DEFENSE MATERIALS, INC., a Utah corporation
	By:	/s/ Xxxxxxx Xxxx
		Name:	Xxxxxxx Xxxx
		Title:	Vice President, Chief Financial Officer and Assistant Treasurer

	EG&G TECHNICAL SERVICES, INC., a Delaware corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Executive Vice President

	D&M CONSULTING ENGINEERS, INC., a Delaware corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Executive Vice President and Chief Financial Officer

	E.C. DRIVER & ASSOCIATES, INC., a Florida corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Executive Vice President and Chief Financial Officer

	XXXX XXXXXXX LOGISTICS INTERNATIONAL, INC., a Delaware corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Executive Vice President

	RADIAN ENGINEERING, INC., a New York corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Executive Vice President. Chief Financial Officer and Secretary

	URS CORPORATION AES., a Connecticut corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Executive Vice President and Chief Financial Officer

	URS CORPORATION ARCHITECTURE-NC, P.C., a North Carolina corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Executive Vice President and Chief Financial Officer

	URS CORPORATION – NEW YORK, a New York corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Executive Vice President and Chief Financial Officer

	URS RESOURCES, LLC, a Delaware limited liability company
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Attorney-in-fact

		ALLSTATE LIFE INSURANCE COMPANY,
		as a Lender
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Authorized Signatory
		By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Authorized Signatory
		AIMCO CDO SERIES 2000-A,
		as a Lender
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Authorized Signatory
		By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Authorized Signatory
		AIMCO CLO SERIES 2001-A,
		as a Lender
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Authorized Signatory
		By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Authorized Signatory

		AMCO INSURANCE COMPANY,
		as a Lender
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Associate Vice President – Public Bonds

		ANTARES CAPITAL CORPORATION,
		as a Lender
		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Director

		JPMORGAN CHASE BANK, N.A., As Trustee of the Antares Funding Trust created under the Trust Agreement Dated as of November 30, 1999,
		as a Lender
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Assistant Vice President

		APEX (IDM) CDO I, LTD
		BABSON CLO LTD. 2003-I
		ELC (CAYMAN) LTD. CDO SERIES 1999-I
		ELC (CAYMAN) LTD. 1999-III
		ELC (CAYMAN) LTD. 2000-I
		SUFFIELD CLO, LIMITED
		XXXXX CLO LTD. 2000-I
		By: Babson Capital Management LLC as Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Managing Director
		MAPLEWOOD (CAYMAN) LIMITED
		By: Babson Capital Management LLC as Investment Manager
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Managing Director
		MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
		By: Babson Capital Management LLC as Investment Adviser
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Managing Director
		SIMSBURY CLO, LIMITED
		By: Babson Capital Management LLC under delegated        authority from Massachusetts Mutual Life Insurance        Company
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Managing Director
		XXXX & XXXXXXX XXXXX FOUNDATION
		By: Babson Capital Management LLC as Investment Adviser
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Managing Director

		ARUM CLO 2002-1 LTD.
		By: Columbia Management Advisors, Inc. as Investment        Manager as a Lender
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Director

		BANK OF AMERICA, N.A.,
		as a Lender
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Senior Vice President

		BANK LEUMI USA,
		as a Lender
		By:		/s/ Xxxxxxxx Xxxxx
		Name:		Xxxxxxxx Xxxxx
		Title:		Senior Vice President

		BNP PARIBAS,
		as a Lender
		By:		/s/ Xxxxxxxxx Xxxxx
		Name:		Xxxxxxxxx Xxxxx
		Title:		Director
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President

		BRYN MAWR CLO, LTD.,
		By: Deerfield Capital Management LLC as its Collateral Manager
		By:		/s/ Xxxx Xxxxxxxx
		Name:		Xxxx Xxxxxxxx
		Title:		Senior Vice President

		CALLIDUS DEBT PARTNERS CLO FUND II, LTD.
		By: Callidus Capital Management LLC, its Collateral        Manager as a Lender
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Senior Managing Director

		CALLIDUS DEBT PARTNERS CLO FUND III LTD.
		By: Callidus Capital Management LLC, its Collateral        Manager as a Lender
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Senior Managing Director

		DENALI CAPITAL LLC, Managing Member of DC Funding Partners, Portfolio Manager for Denali Capital CLO I, Ltd., or an affiliate
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Chief Credit Officer

		DENALI CAPITAL LLC, Managing Member of DC Funding Partners, Portfolio Manager for Denali Capital CLO II, Ltd., or an affiliate
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Chief Credit Officer

		DENALI CAPITAL LLC, Managing Member of DC Funding Partners, Portfolio Manager for Denali Capital CLO III, Ltd., or an affiliate
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Chief Credit Officer

		ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG
		as a Lender
		By:		/s/ Xxxx Xxx
		Name:		Xxxx Xxx
		Title:		Director
		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		First Vice President

		FLAGSHIP CAPITAL CLO III
		By: Flagship Capital Management,        Inc. as a Lender
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		Director

		FOREST CREEK CLO, LTD.
		By: Deerfield Capital Management LLC as its Collateral Manager
		By:		/s/ Xxxx Xxxxxxxx
		Name:		Xxxx Xxxxxxxx
		Title:		Senior Vice President

		PORTIS CAPITAL CORPORATION,
		as a Lender
		By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Vice President
		PORTIS CAPITAL CORPORATION,
		as a Lender
		By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Senior Vice President

		FRANKLIN CLO I, LIMITED,
		as a Lender
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President

		FRANKLIN CLO II, LIMITED,
		as a Lender
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President

		FRANKLIN CLO III, LIMITED,
		as a Lender
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President

		FRANKLIN CLO IV, LIMITED,
		as a Lender
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President

		FRANKLIN FLOATING RATE DAILY
		ACCESS FUND,
		as a Lender
		By:		/s/ Xxxxxxx Xxx
		Name:		Xxxxxxx Xxx
		Title:		Vice President

		FRANKLIN FLOATING RATE TRUST,
		as a Lender
		By:		/s/ Xxxxxxx Xxx
		Name:		Xxxxxxx Xxx
		Title:		Vice President

		GENERAL ELECTRIC CAPITAL CORPORATION,
		as a Lender
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Duly Authorized Signatory

		GRANITE VENTURES I LTD.
		By:		Stone Tower Debt Advisors LLC,
				as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Authorized Signatory

		XXXXXXXX FLOATING RATE FUND, LLC,
		as a Lender
		By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Managing Director

		XXXXXX TRUST AND SAVINGS BANK,
		as a Lender
		By:		/s/ Xxxxxxxx Xxxx
		Name:		Xxxxxxxx Xxxx
		Title:		Managing Director

		HIGHLAND FLOATING RATE
		ADVANTAGE FUND
		By:		Highland Capital Management, L.P.,
				its Investment Manager as a Lender
		By:		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Treasurer

		HIGHLAND FLOATING RATE LIMITED
		LIABILITY COMPANY
		By:		Highland Capital Management, L.P.,
				its Investment Manager as a Lender
		By:		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Treasurer

		IKB CAPITAL CORPORATION,
		as a Lender
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		President

		LANDMARK II CDO LIMITED
		By:		Aladdin Capital Management LLC,
				as a Lender
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx, CPA
		Title:		Authorized Signatory

		LONG GROVE CLO, LIMITED
		By:		Deerfield Capital Management LLC,
				as its Collateral Manager
		By:		/s/ Xxxx Xxxxxxxx
		Name:		Xxxx Xxxxxxxx
		Title:		Senior Vice President

		LONGHORN CDO (CAYMAN) LTD.
		By:		Xxxxxxx Xxxxx Investment Managers, L.P.,
				as Collateral Manager
		By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Authorized Signatory
		LONGHORN CDO II LTD.
		By:		Xxxxxxx Xxxxx Investment Managers, L.P.,
				as Collateral Manager
		By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Authorized Signatory
		XXXXXXX XXXXX PRIME RATE PORTFOLIO
		By:		Xxxxxxx Xxxxx Investment Managers, L.P.,
				as Collateral Manager
		By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Authorized Signatory
		MASTER SENIOR FLOATING RATE TRUST
		By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Authorized Signatory
		FLOATING RATE INCOME STRATEGIES FUND II, INC.
		By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Authorized Signatory

		MADISON AVENUE CDO IV LTD.
		By:		Metropolitan Life Insurance Company, as Collateral Manager, as a Lender
		By:				/s/ Xxxxxxx X. Xxxxxxx, Xx.
		Name:				Xxxxxxx X. Xxxxxxx, Xx.
		Title:				Director

		MARINER CDO 2002, LTD.
		By:		Antares Asset Management Inc., as Collateral Manager, as a Lender
		By:				/s/ Xxxxx Xxxxx
		Name:				Xxxxx Xxxxx
		Title:				Vice President

		XXXXXXX XXXXX CAPITAL, a division of Xxxxxx Xxxxx Business Financial Services, Inc.,
		as a Lender
		By:		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Vice President

		METROPOLITAN LIFE INSURANCE COMPANY,
		as a Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx, Xx.
		Name:		Xxxxxxx X. Xxxxxxx, Xx.
		Title:		Director

		MUIRFIELD TRADING LLC,
		as a Lender
		By:		/s/ Xxxxxxxx X. Xxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxx
		Title:		Assistant Vice President

		NATIONAL CITY BANK,
		as a Lender
		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Assistant Vice President

		NATIONWIDE MUTUAL INSURANCE COMPANY,
		as a Lender
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Associate Vice President – Public Bonds

		THE NORINCHUKIN BANK,
		as a Lender
		By:		/s/ Xxxxxxxx Xxxxx
		Name:		Xxxxxxxx Xxxxx
		Title:		Joint General Manager

		NORTH FORK BUSINESS CAPITAL, CORP.,
		as a Lender
		By:		/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxx
		Title:		Senior Vice President – Bank Loan Manager

		NOVA CDO 2001, LTD.,
		as a Lender
		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Vice President

				,
				as a Lender
				By:
				Name:
				Title:
OAKHILL SECURITIES FUND, L.P.,				OAKHILL SECURITIES FUND II, L.P.,
By: Oak Hill Securities GenPar, L.P. its General Partner				By: Oak Hill Securities GenPar II, L.P. its General Partner
By: Oak Hill Securities MGP, Inc. its General Partner				By: Oak Hill Securities MGP II, Inc. its General Partner
By:		/s/ Xxxxx X. Xxxxx		By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx		Name:		Xxxxx X. Xxxxx
Title:		Vice President		Title:		Vice President
OAKHILL CREDIT PARTNERS I LIMITED				OAKHILL CREDIT PARTNERS II LIMITED
By: Oak Hill CLO Management I, LLC as Investment Manager				By: Oak Hill CLO Management II, LLC as Investment Manager
By:		/s/ Xxxxx X. Xxxxx		By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx		Name:		Xxxxx X. Xxxxx
Title:		Authorized Person		Title:		Authorized Person

		PACIFICA CDO II, LTD., as a Lender
		By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Senior Vice President

		PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
		By:		ING Investments, LLC,
				as its Investment Manager
		By:				/s/ Xxxxxx Xxxxxx
		Name:				Xxxxxx Xxxxxx
		Title:				Senior Vice President
		PILGRIM CLO 1999 – 1 LTD.
		By:		ING Investments, LLC,
				as its Investment Manager
		By:				/s/ Xxxxxx Xxxxxx
		Name:				Xxxxxx Xxxxxx
		Title:				Senior Vice President
		ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
		By:		ING Investments, LLC,
				as its Investment Manager
		By:				/s/ Xxxxxx Xxxxxx
		Name:				Xxxxxx Xxxxxx
		Title:				Senior Vice President
		ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
		By:		ING Investments, LLC,
				as its Investment Manager
		By:				/s/ Xxxxxx Xxxxxx
		Name:				Xxxxxx Xxxxxx
		Title:				Senior Vice President

		PROMETHEUS INVESTMENT FUNDING NO. 2 LTD.
		By:		HVB Credit Advisors, LLC
		By:				/s/ Xxxxx X. Xx
		Name:				Xxxxx X. Xx
		Title:				Associate Director
		By:				/s/ Xxxxxx X. Xxxxx
		Name:				Xxxxxx X. Xxxxx
		Title:				Director

		PPM SHADOW CREEK FUNDING, LLC,
		as a Lender
		By:		/s/ Xxxxxxxx X. Xxxxxxx
		Name: Xxxxxxxx X. Xxxxxxx
		Title:   Assistant Vice President

		PPM SPYGLASS FUNDING TRUST,
		as a Lender
		By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title:   Authorized Agent

		ROSEMONT CLO, LTD.
		By:		Deerfield Capital Management LLC as its Collateral Manager
		By:		/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title:   Senior Vice President

		THE ROYAL BANK OF SCOTLAND PLC,
		as a Lender
		By:		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Vice President

		SCOTTSDALE INSURANCE COMPANY,
		as a Lender
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Associate Vice President – Public Bonds

		SEQUILS-CUMBERLAND I, LTD.
		By:		Deerfield Capital Management LLC as its
				Collateral Manager
		By:		/s/ Xxxx Xxxxxxxx
		Name:		Xxxx Xxxxxxxx
		Title:		Senior Vice President

		SRF 2000, INC.,
		as a Lender
		By:		/s/ Xxxxxxxx X. Xxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxx
		Title:		Assistant Vice President

		STANWICH LOAN FUNDING LLC,
		as a Lender
		By:		/s/ Xxxxxxxx X. Xxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxx
		Title:		Assistant Vice President

		XXXXX XXX & XXXXXXX CLO I LTD.,
		By:		Columbia Management Advisors, Inc. as
				Portfolio Manager, as a Lender
		By:				/s/ Xxxx X. Xxxxxxxxx
		Name:				Xxxx X. Xxxxxxxxx
		Title:				Director

		TORONTO DOMINION (NEW YORK) LLC, as a Lender
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Authorized Agent

		TRANSAMERICA BUSINESS CAPITAL CORPORATION,
		as a Lender
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Duly Authorized Signatory

		TRUMBULL THC2 LOAN FUNDING LLC,
		for itself or as agent for Trumbull THC Ltd.,
		as a Lender
		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Attorney-in-Fact

		UNION BANK OF CALIFORNIA, N.A.,
		as a Lender
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President

		U.S. BANK NATIONAL ASSOCIATION,
		as a Lender
		By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Vice President

		VENTURE CDO 2002, LIMITED,
		By:		MJX Asset Management, LLC,
				its Investment Adviser
		By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Director

		VENTURE II CDO, LIMITED,
		By:		MJX Asset Management, LLC,
				its Investment Adviser
		By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Director

		WACHOVIA BANK, N.A.,
		as a Lender
		By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Vice President

		XXXXX FARGO,
		as a Lender
		By:		/s/ Xxxxxx Xxxxxxxx
		Name:		Xxxxxx Xxxxxxxx
		Title:		Vice President

		WHITNEY PRIVATE DEBT FUND, L.P.,
		as a Lender
		By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Authorized Signatory