FIRST AMENDMENT TO THE CREDIT AGREEMENT

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, 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; 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 Xxxxx’x, 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 Xxxxx’x, 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 Xxxxx’x, 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 Xxxxx’x, 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.”

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:

“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:


	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.

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.


	(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.]

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/ Xxxx X. Xxxxxxxxx

		Name: Title:		Xxxx X. Xxxxxxxxx Executive Vice President and Chief Financial Officer

		AURUM CLO 2002-1 LTD.

		By: Xxxxx Xxx & Xxxxxxx Incorporated, as Investment Manager

		By:		/s/ Xxxxxxxx X. Zam

		Name: Title:		Xxxxxxxx X. Zam Senior Vice President

		XXXXX XXX & FARNHAM CLO I LTD.

		By: Xxxxx Xxx & Xxxxxxx Incorporated, as Portfolio Manager

		By:		/s/ Xxxxxxxx X. Zam

		Name: Title:		Xxxxxxxx X. Zam Senior Vice President

		XXXXX XXX FLOATING RATE LIMITED LIABILITY COMPANY

		By: Xxxxx Xxx & Xxxxxxx Incorporated, as Advisor

		By:		/s/ Xxxxxxxx X. Zam

		Name: Title:		Xxxxxxxx X. 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/ Xxxx X. Xxxxxxx

		Name: Title:		Xxxx X. Xxxxxxx 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: Title:		Xxxx X. Xxxxxxx 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/ Xxxx X. Xxxxxxx

		Name: Title:		Xxxx X. Xxxxxxx Chief Credit Officer

		THE ROYAL BANK OF SCOTLAND PLC, Individually and as a Co-Documentation Agent

		By:		/s/ Xxxxxx X. Xxxxxxxx

		Name: Title:		Xxxxxx X. Xxxxxxxx Senior Vice President

		WHITNEY PRIVATE DEBT FUND, L.P.

		By:		/s/ Xxxx X. Xxxxxxxxx

		Name: Title:		Xxxx X. Xxxxxxxxx Authorized Signatory

		ORIX FINANCIAL SERVICES, INC.

		By:		/s/

		Title:		Vice President

		METROPOLITAN LIFE INSURANCE COMPANY

		By:		/s/

		Title:		Director


		XXXXXXX XXXXXX 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/ Xxxxxxx Xxxxxxx

		Name: Title:		Xxxxxxx Xxxxxxx 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/ Xxxxxxx Xxxxxxx

		Name: Title:		Xxxxxxx Xxxxxxx Director

		PROMETHEUS INVESTMENT FUNDING NO. 2, LTD

		By:		/s/ Xxxxxxxxx Xxxxxxxxx

		Name: Title:		Xxxxxxxxx Xxxxxxxxx Managing Director and Chief Investment Officer

		By:		/s/ Xxxxx X. Xx

		Name: Title:		Xxxxx X. Xx Associate Director

		PROMETHEUS INVESTMENT FUNDING NO. 1, LTD

		By:		/s/ Xxxxxxxxx Xxxxxxxxx

		Name: Title:		Xxxxxxxxx Xxxxxxxxx Managing Director and Chief Investment Officer

		By:		/s/ Xxxxx X. Xx

		Name: Title:		Xxxxx X. Xx Associate Director


		MAPLEWOO (CAYMAN) LIMITED By: Xxxxx X. Xxxxxx & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager

		By:		/s/ Xxxxx Xxxxx

		Name: Title:		Xxxxx Xxxxx Managing Director

		XXXXX CLO LTD 2000-I By: Xxxxx X. Xxxxxx & Company Inc. as Collateral Manager

		By:		/s/ Xxxxx Xxxxx

		Name: Title:		Xxxxx Xxxxx Managing Director

		SUFFIELD CLO, LIMITED By: Xxxxx X. Xxxxxx & Company Inc. as Collateral Manager

		By:		/s/ Xxxxx Xxxxx

		Name: Title:		Xxxxx Xxxxx Managing Director

		ELC (CAYMAN), LTD. 2000-I By: Xxxxx X. Xxxxxx & Company Inc. as Collateral Manager

		By:		/s/ Xxxxx Xxxxx

		Name: Title:		Xxxxx Xxxxx Managing Director

		ELC (CAYMAN), LTD. CDO SERIES 1999-1 By: Xxxxx X. Xxxxxx & Company Inc. as Collateral Manager

		By:		/s/ Xxxxx Xxxxx

		Name: Title:		Xxxxx Xxxxx Managing Director


		XXXX & XXXXXXX XXXXX FOUNDATION By: Xxxxx X. Xxxxxx & Company Inc. as Investment Advisor

		By:		/s/ Xxxxx Xxxxx

		Name: Title:		Xxxxx Xxxxx Managing Director

		APEX (IDM) CDO I, LTD. By: Xxxxx X. Xxxxxx & Company Inc. as Collateral Manager

		By:		/s/ Xxxxx Xxxxx

		Name: Title:		Xxxxx Xxxxx Managing Director

		MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Xxxxx X. Xxxxxx & Company Inc. as Investment Adviser

		By:		/s/ Xxxxx Xxxxx

		Name: Title:		Xxxxx Xxxxx Managing Director

		NATIONAL CITY BANK

		By:		/s/

		Title:		Vice President

		HARBOURVIEW CLO V, LTD.

		By:		/s/

		Title:		Manager

		PPM SPYGLASS FUNDING TRUST

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxx Authorized Agent

		PPM SHADOW CREEK FUNDING LLC

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxx Assistant Vice President


		SRF 2000 LLC

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxx Assistant Vice President

		OLYMPIC FUNDING TRUST, SERIES 1999-1

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxx Authorized Agent

		MUIRFIELD TRADING LLC

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxx Assistant Vice President

		STANWICH LOAN FUNDING LLC

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxx Assistant Vice President

		PRINCIPAL LIFE INSURANCE COMPANY

		By:		/s/ Xxx X. Xxxxx

		Name: Title:		Xxx X. Xxxxx Counsel

		By:		/s/ Xxxxxxx X. Xxxxx

		Name: Title:		Xxxxxxx X. Xxxxx Counsel

		ING CAPITAL LLC

		By:		/s/

		Title:		Managing Director

		LONGHORN CDO (CAYMAN) LTD By: Xxxxxxx Xxxxx Investment Managers, L.P., as Investment Advisor

		By:		/s/ Xxxxxxx Xxxxxx

		Name: Title:		Xxxxxxx Xxxxxx Authorized Signatory

		LONGHORN CDO II, LTD


		By: Xxxxxxx Xxxxx Investment Managers, L.P., As Investment Advisor

		By:		/s/ Xxxxxxx Xxxxxx

		Name: Title:		Xxxxxxx Xxxxxx Authorized Signatory

		XXXXXXX XXXXX PRIME RATE PORTFOLIO By: Xxxxxxx Xxxxx Investment Managers, L.P., As Investment Advisor

		By:		/s/ Xxxxxxx Xxxxxx

		Name: Title:		Xxxxxxx Xxxxxx Authorized Signatory

		XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.

		By:		/s/ Xxxxxxx Xxxxxx

		Name: Title:		Xxxxxxx Xxxxxx Authorized Signatory

		XXXXXXX XXXXX GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO By: Xxxxxxx Xxxxx Investment Managers, L.P. as Investment Advisors

		By:		/s/ Xxxxxxx Xxxxxx

		Name: Title:		Xxxxxxx Xxxxxx Authorized Signatory

		XXXXXX LEVERAGED LOAN CDO 2002-II By: Prudential Investment Management, Inc., as Collateral Manager

		By:		/s/

		Title:		Vice President

		XXXXXX III-LEVERAGED LOAN CDO 2002 By: Prudential Investment Management, Inc., as Collateral Manager

		By:		/s/

		Title:		Vice President

		XXXXXX HIGH YIELD CDO 2001-1


		By: Prudential Investment management, Inc., as Collateral Manager

		By:		/s/

		Title:		Vice President

		BNP PARIBAS

		By:		/s/ Xxxxx X. Xxxxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxxxx Director

		By:		/s/ Xxxxxxxxx Xxxxxx

		Name: Title:		Xxxxxxxxx Xxxxxx Vice President

		FRANKLIN CLO IV, LIMITED

		By:		/s/ Xxxxxxx X’Xxxxxxx

		Name: Title:		Xxxxxxx X’Xxxxxxx Senior Vice President

		FRANKLIN CLO III, LIMITED

		By:		/s/ Xxxxxxx X’Xxxxxxx

		Name: Title:		Xxxxxxx X’Xxxxxxx Senior Vice President

		FRANKLIN CLO II, LIMITED

		By:		/s/ Xxxxxxx X’Xxxxxxx

		Name: Title:		Xxxxxxx X’Xxxxxxx Senior Vice President

		FRANKLIN CLO I, LIMITED

		By:		/s/ Xxxxxxx X’Xxxxxxx

		Name: Title:		Xxxxxxx X’Xxxxxxx Senior Vice President

		FRANKLIN FLOATING RATE DAILY ACCESS FUND

		By:		/s/ Xxxxxxx X’Xxxxxxx

		Name: Title:		Xxxxxxx X’Xxxxxxx Vice President


		FRANKLIN FLOATING RATE TRUST

		By:		/s/ Xxxxxxx X’Xxxxxxx

		Name: Title:		Xxxxxxx X’Xxxxxxx Vice President

		BRYN MAWR CLO, LTD By: Deefield Capital Management LLC as its Collateral Manager

		By:		/s/ Xxxx Xxxxxxxx

		Name: Title:		Xxxx Xxxxxxxx Vice President

		ROSEMONT CLO, LTD By: Deefield Capital Management LLC as its Collateral Manager

		By:		/s/ Xxxx Xxxxxxxx

		Name: Title:		Xxxx Xxxxxxxx Vice President

		SEQUILS – CUMBERLAND I, LTD By: Deefield Capital Management LLC as its Collateral Manager

		By:		/s/ Xxxx Xxxxxxxx

		Name: Title:		Xxxx Xxxxxxxx Vice President

		XX XXXXXX XXXXX BANK, as trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999

		By:		/s/ Xxxxxx Xxxxxxx

		Name: Title:		Xxxxxx Xxxxxxx Officer

		ERSTE BANK

		By:		/s/ Xxxxxxx X. Xxxxxxxx

		Name: Title:		Xxxxxxx X. Xxxxxxxx Vice President, Erste Bank New York Branch

		By:		/s/

		Title:		First Vice President


		GENERAL ELECTRIC CAPITAL CORPORATION

		By:		/s/ Xxxxx X. Xxxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxxx Duly Authorized Signatory

		XXXXX FARGO BANK, NATIONAL ASSOCIATION, Individually and as Syndication Agent

		By:		/s/ Xxxxxx Xxxxxxxx

		Name: Title:		Xxxxxx Xxxxxxxx Vice President

		TORONTO DOMINION (NEW YORK), INC.

		By:		/s/ Xxxx Xxxxxx

		Name: Title:		Xxxx Xxxxxx Vice President

		UNION BANK OF CALIFORNIA, N.A.

		By:		/s/

		Title:		Vice President

		CREDIT SUISSE FIRST BOSTON, Individually and as Administrative Agent

		By:		/s/ Xxxx X’Xxxx

		Name: Title:		Xxxx X’Xxxx Director

		By:		/s/ Xxxxxxxxx Xxxxxxx

		Name: Title:		Xxxxxxxxx Xxxxxxx Associate

		ANTARES CAPITAL CORPORATION

		By:		/s/ Xxxxx Xxxxx

		Name: Title:		Xxxxx Xxxxx Director

		IKB CAPITAL CORPORATION

		By:		/s/ Xxxxx Xxxxxx

		Name: Title:		Xxxxx Xxxxxx President


		US BANK, NA

		By:		/s/ Xxxxxxx X. Xxxx

		Name: Title:		Xxxxxxx X. Xxxx Vice President

		XXXXXX TRUST & SAVINGS BANK

		By:		/s/ Xxxxxxxx Xxxxxxxx

		Name Title:		Xxxxxxxx Xxxxxxxx Vice President

		MARINER CDO 2002, LTD

		By:		/s/ Xxxxx Xxxxx

		Name: Title:		Xxxxx Xxxxx Vice President

		NOVA CDO 2001, LTD

		By:		/s/ Xxxxx Xxxxx

		Name: Title:		Xxxxx Xxxxx Vice President

		BANK LEUMI USA

		By:		/s/ Xxxx Sadan

		Name: Title:		Xxxx Sadan Assistant Vice President

		XXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services, Inc.

		By:		/s/ Xxxxx X. Xxxxxxxx

		Name: Title:		Xxxxx x. Xxxxxxxx Vice President

		TRANSAMERICA BUSINESS CAPITAL CORPORATION

		By:		/s/ Xxxxxxx X. Xxxxxxxxxx

		Name: Title:		Xxxxxxx X. Xxxxxxxxxx Senior Vice President


		AIMCO CDO SERIES 2000-A, as a Lender

		By:		/s/ Xxxxx Xxxxxxx

		Name: Title:		Xxxxx Xxxxxxx Authorized Signatory

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxx Authorized Signatory

		AIMCO CDO SERIES 2001-A, as a Lender

		By:		/s/ Xxxxx Xxxxxxx

		Name: Title:		Xxxxx Xxxxxxx Authorized Signatory

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxx Authorized Signatory

		ALLSTATE LIFE INSURANCE COMPANY, as a Lender

		By:		/s/ Xxxxx Xxxxxxx

		Name: Title:		Xxxxx Xxxxxxx Authorized Signatory

		By:		/s/ Xxxxx X. Xxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxx Authorized Signatory

		GUARANTORS:

		AMAN ENVIRONMENTAL CONSTRUCTION, INC., a California corporation

		By:		/s/ Xxxxxxx X. Xxxxxx

		Name: Title:		Xxxxxxx X. Xxxxxx Chief Financial Officer

		BANSHEE CONSTRUCTION COMPANY, INC., a California corporation

		By:		/s/ Xxxxxxx X. Xxxxx

		Name: Title:		Xxxxxxx X. Xxxxx President


		CLEVELAND WRECKING COMPANY, a California corporation

		By:		/s/ Xxxxx Xxxxxxxx

		Name: Title:		Xxxxx Xxxxxxxx President

		X’XXXXX-XXXXXXXXXX INC., a California corporation

		By:		/s/ Xxxxxxx X. Xxxxxx

		Name: Title:		Xxxxxxx X. Xxxxxx Chief Financial Officer and Secretary

		RADIAN INTERNATIONAL LLC, a Delaware limited liability company

		By:		/s/ Xxxxx X. Xxxxxx

		Name: Title:		Xxxxx X. Xxxxxx Vice President and Treasurer

		SIGNET TESTING LABORATORIES INC., a Delaware corporation

		By:		/s/ Xxxxxxx X. Xxxxxx

		Name: Title:		Xxxxxxx X. Xxxxxx President

		URS CONSTRUCTION SERVICES, INC., a Florida corporation

		By:		/s/ Xxxx X. Xxxxxxxxx

		Name: Title:		Xxxx X. Xxxxxxxxx Executive Vice President and Chief Executive Officer

		URS CORPORATION, a Nevada corporation

		By:		/s/ Xxxxx X. Xxxxxx

		Name: Title:		Xxxxx X. Xxxxxx Vice President and Treasurer

		URS CORPORATION GREAT LAKES, a Michigan corporation

		By:		/s/ Xxxx X. Xxxxxxxxx

		Name: Title:		Xxxx X. Xxxxxxxxx Executive Vice President and Chief Financial Officer


		URS CORPORATION GROUP CONSULTANTS, a New York corporation

		By:		/s/ Xxxxx X. Xxxxxx

		Name: Title:		Xxxxx X. Xxxxxx Vice President and Treasurer

		URS CORPORATION — MARYLAND, a Maryland corporation

		By:		/s/ Xxxxx X. Xxxxxx

		Name: Title:		Xxxxx X. Xxxxxx Vice President and Treasurer

		URS CORPORATION — OHIO, an Ohio corporation

		By:		/s/ Xxxxx X. Xxxxxx

		Name: Title:		Xxxxx X. Xxxxxx Vice President and Treasurer

		URS CORPORATION SOUTHERN, a California corporation

		By:		/s/ Xxxxx X. Xxxxxx

		Name: Title:		Xxxxx X. Xxxxxx Vice President and Treasurer

		URS GROUP, INC., a Delaware corporation

		By:		/s/ Xxxxx X. Xxxxxx

		Name: Title:		Xxxxx X. Xxxxxx Vice President and Assistant Treasurer

		URS OPERATING SERVICES, INC., a Delaware corporation

		By:		/s/ Xxxxx X. Xxxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxxx Vice President and Controller

		URS HOLDINGS, INC., a Delaware corporation

		By:		/s/ Xxxxx X. Xxxxxx

		Name: Title:		Xxxxx X. Xxxxxx Vice President and Treasurer


		URS INTERNATIONAL INC., a Delaware corporation

		By:		/s/ Xxxxx X. Xxxxxx

		Name: Title:		Xxxxx X. Xxxxxx Vice President and Treasurer

		XXXX XXXXXXX SERVICES, INC., a Delaware corporation

		By:		/s/ Xxxx X. Xxxxxxxxx

		Name: Title:		Xxxx X. Xxxxxxxxx Executive Vice President

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

		By:		/s/ Xxxx X. Xxxxxxxxx

		Name: Title:		Xxxx X. Xxxxxxxxx Executive Vice President

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

		By:		/s/ Xxxxxxx Xxxx

		Name: Title:		Xxxxxxx Xxxx Vice President

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Table of Contents

FIRST AMENDMENT TO THE CREDIT AGREEMENT

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