EXHIBIT 4.18
URS CORPORATION
SECOND AMENDMENT
TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT")
is dated as of November 6, 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 by that certain First Amendment to Credit Agreement dated as of January
30, 2003 (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; 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 deleting each of the definitions of "CONSOLIDATED EXCESS CASH FLOW",
"EXISTING SUBORDINATED INDENTURES" and "EXISTING SUBORDINATED NOTES" there from
in their entirety and substituting the following there for:
"CONSOLIDATED EXCESS CASH FLOW" means, for any
period, an amount equal to (i) Consolidated EBITDA for such
period minus (ii) the sum, without duplication, of the amounts
for such period of (a) to the extent not otherwise excluded
from Consolidated EBITDA, Cash expenditures during such period
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relating to the Merger or any Permitted Acquisition applied
against accruals and reserves taken against goodwill
established in prior periods as approved by Administrative
Agent, (b) scheduled repayments of Consolidated Total Funded
Debt, (c) the aggregate amount of any repurchases or
redemptions of Existing Senior Subordinated Notes, Senior
Notes and/or Convertible Subordinated Notes of Company
pursuant to Section 7.5A(xi), (d) Consolidated Capital
Expenditures, (e) Consolidated Cash Interest Expense and (f)
the provision for current taxes based on income of Company and
its Subsidiaries on a consolidated basis and payable in Cash
with respect to such period.
"EXISTING SUBORDINATED INDENTURES" means (i) the
Indenture, dated as of March 16, 1989, between Thortec
International, Inc. and JPMorgan Chase Bank, successor to
MTrust Corp, National Association, as amended by Amendment
Number 1 and Amendment Number 2, as so amended and as may be
further amended from time to time to the extent permitted
under subsection 7.12B and (ii) the Convertible Subordinated
Note Indenture.
"EXISTING SUBORDINATED NOTES" means (i) Company's 8
5/8% Senior Subordinated Debentures due 2004 in the original
aggregate principal amount of $36,814,500 and the remaining
aggregate principal amount of $6,454,750 as of the Closing
Date and (ii) the Convertible Subordinated Notes.
B. Subsection 1.1 of the Credit Agreement is hereby
further amended by adding thereto the following definitions in
proper alphabetical order:
"CONVERTIBLE SUBORDINATED NOTES" means Company's 6
1/2% Convertible Subordinated Notes due 2012 in the original
aggregate principal amount of $57,500,000 and the remaining
aggregate principal amount of $1,798,250 as of the Closing
Date.
"CONVERTIBLE SUBORDINATED NOTE INDENTURE" means the
Indenture, dated as of February 15, 1987, between Company and
The Bank of New York as assignee of First Interstate Bank of
California, as amended by Amendment Number 1, as so amended
and as may be further amended from time to time to the extent
permitted under subsection 7.12B.
"DISQUALIFIED STOCK" means any class or series of
Capital Stock of any Person that by its terms or otherwise is
(i) required to be redeemed prior to the Tranche B Term Loan
Maturity Date, (ii) redeemable at the option of the holder of
such class or series of Capital Stock at any time prior to the
Tranche B Term Loan Maturity Date or (iii) convertible into or
exchangeable for Capital Stock referred to in clause (i) or
(ii) above or Indebtedness having a scheduled maturity prior
to the Tranche B Term Loan Maturity Date; provided that any
Capital Stock that would not constitute Disqualified Stock but
for provisions thereof giving holders thereof the right to
require such Person to repurchase or redeem such Capital Stock
upon the occurrence of an "asset
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sale" or "change of control" occurring prior to the Tranche B
Term Loan Maturity Date shall not constitute Disqualified
Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are no more favorable to the
holders of such Capital Stock than the provisions contained in
subsection 2.4B(iii) and subsection 8.11 and such Capital
Stock specifically provides that such Person will not
repurchase or redeem any such Capital Stock pursuant to such
provisions prior to Company's repayment of the Loans as may be
required to be paid pursuant to subsection 2.4B(iii) and
Section 8.
"MAXIMUM REPURCHASE AMOUNT" has the meaning assigned
to that term in subsection 7.5A(xiii).
"PERMITTED NOTE REPURCHASES" has the meaning assigned
to that term in subsection 7.5A(xii).
"VOLUNTARY PREPAYMENT AMOUNT" means, for any period,
the aggregate principal amount of Loans prepaid by Company
during such period pursuant to subsection 2.4B(i) or (ii)
(excluding prepayments of Revolving Loans except to the extent
the Revolving Loan Commitments are permanently reduced in
connection with such prepayments).
1.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS
A. Subsection 2.4B(iii)(c) of the Credit Agreement is
hereby amended by (i) deleting the word "and" before clause
(3) thereof, and (ii) adding the following at the end of
clause (3):
", and (4) issuances of Capital Stock (other than Disqualified
Stock), the Net Securities Proceeds of which are applied by
Company to Permitted Note Repurchases as expressly permitted
by subsection 7.5A(xii)"
B. Subsection 2.4B(iii)(e) of the Credit Agreement is
hereby amended by deleting it in its entirety and substituting
the following therefor:
"(e) Prepayments and Reductions from
Consolidated Excess Cash Flow. (1) In the event that there shall be a
positive amount of 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 minus any Voluntary Prepayment
Amount for such period; and (2) in the event that there shall be a
positive amount of Consolidated Excess Cash Flow for any Fiscal Year
commencing with the Fiscal Year ending October 31, 2004, no later than
100 days after the end of each such Fiscal Year, Company shall prepay
the Loans in an aggregate amount equal to (A) 75% of such Consolidated
Excess Cash Flow minus (B) any Voluntary Prepayment Amount for such
Fiscal Year; provided, that commencing with the Fiscal Year ending
October 31, 2004, such percentage shall be reduced to 50% of
Consolidated Excess
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Cash Flow for any Fiscal Year during which the Consolidated Leverage
Ratio as of the last day of such Fiscal Year is less than 2.50:1.00."
1.3 AMENDMENTS TO SECTION 4: CONDITIONS TO LOANS AND LETTERS OF CREDIT
A. Subsection 4.1C(i) of the Credit Agreement is hereby
amended by adding the following after the word "Schedule
4.1C":
", Schedule 5.1D and Schedule 5.1E"
B. Subsection 4.1C(ii) of the Credit Agreement is hereby
amended by adding the following after the word "Schedule
4.1C":
", Schedule 5.1D and Schedule 5.1E"
1.4 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS
A. Subsection 7.1(ix) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting the
following therefor:
"(ix) Company, its Subsidiaries and any Joint
Venture, as applicable, may remain liable with respect to
Indebtedness (including the amount of any committed lines of
credit) described on Schedule 7.1 of the Company Disclosure
Letter and any refinancings, refundings, renewals,
replacements or extensions thereof; provided that the
principal amount of such Indebtedness is not increased at the
time of such refinancing, refunding, renewal, replacement or
extension except by an amount equal to a reasonable premium or
other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing, refunding,
renewal, replacement or extension and by an amount equal to
any existing commitments unutilized thereunder;"
B. Subsection 7.3(vi) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting the
following therefor:
"(vi) Company and Subsidiary Guarantors may (x)
continue to own the existing Investments reflected on Schedule
4.1C, Schedule 5.1D and Schedule 5.1E of the Company
Disclosure Letter, and (y) make and own additional equity
Investments in Subsidiary Guarantors;"
C. Subsection 7.5A of the Credit Agreement is hereby
amended by (i) deleting the word "and" before clause (xi)
thereof, and (ii) amending and restating clause (xi) in its
entirety as follows:
"(xi) Company may repurchase or redeem Existing Senior
Subordinated Notes, Senior Notes, Convertible Subordinated
Notes and/or Capital Stock of Company in an aggregate amount
not to exceed $25,000,000 (without regard
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to underwriting discounts and commissions and other reasonable
costs and expenses associated therewith, including reasonable
legal fees and expenses), provided that after giving effect to
any such redemption of Existing Senior Subordinated Notes
and/or Senior Notes and/or Convertible Subordinated Notes,
such redemption is made in accordance with the terms of the
Existing Senior Subordinated Indenture, the Senior Indenture
and/or the Convertible Subordinated Note Indenture,
respectively;"
D. Subsection 7.5A of the Credit Agreement is hereby
further amended by adding the following provisions at the end
of clause (xi):
"(xii) Company may repurchase or redeem Existing Senior
Subordinated Notes and/or Senior Notes and/or Convertible
Subordinated Notes (any such redemption being made in
accordance with the terms of the Existing Senior Subordinated
Indenture, the Senior Indenture and/or the Convertible
Subordinated Note Indenture, respectively) in an aggregate
amount not to exceed $220,000,000 of any Net Securities
Proceeds from the issuance of Capital Stock (other than
Disqualified Stock) of Company, provided that the repurchase
or redemption price of such Existing Senior Subordinated Note
and/or Senior Notes and/or Convertible Notes (exclusive of
underwriting discounts and commissions and other reasonable
costs and expenses associated therewith, including reasonable
legal fees and expenses) shall not exceed the higher of (A)
110% of the principal amount (par value) and (B) the
redemption price (call price), in each case plus any accrued
and unpaid interest thereon to the repurchase or redemption
date of such Existing Senior Subordinated Notes and/or Senior
Notes and/or Convertible Subordinated Notes, as the case may
be, in effect at the time of such repurchase or redemption
(any such repurchases or redemptions in compliance with this
subsection 7.5A(xii) being "PERMITTED NOTE REPURCHASES"); and
(xiii) during any Fiscal Quarter ending on or after April 30,
2004, Company may repurchase or redeem Existing Senior
Subordinated Notes and/or Senior Notes and/or Convertible
Subordinated Notes (any such redemption being made in
accordance with the terms of the Existing Senior Subordinated
Indenture, the Senior Indenture and/or the Convertible
Subordinated Note Indenture, respectively) in an amount equal
to 25% of Consolidated Excess Cash Flow for the three-month
period ended as of the last day of the most recently completed
Fiscal Quarter (the "MAXIMUM REPURCHASE AMOUNT"); provided
that the Consolidated Leverage Ratio as of the last day of the
most recently completed Fiscal Quarter, after giving effect to
the proposed repurchase or redemption and any other
repurchases or redemptions previously consummated during such
Fiscal Quarter as though they had occurred on the last day of
the most recently completed Fiscal Quarter, is less than 3:00
to 1:00; provided further that (a) such percentage shall be
increased to 50% of Consolidated Excess Cash Flow during any
Fiscal Quarter for which the Consolidated Leverage Ratio as of
the end of the most recently completed Fiscal Quarter, after
giving effect to the proposed repurchase or redemption and any
other repurchases or redemptions previously consummated during
such Fiscal Quarter as though they had
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occurred on the last day of the most recently completed Fiscal
Quarter, is less than 2:50 to 1:00, (b) the Maximum Repurchase
Amount for any Fiscal Quarter shall be increased by an amount
equal to the excess, if any, of the Maximum Repurchase Amount
for each of the previous three Fiscal Quarters (without giving
effect to any adjustment in accordance with subclauses (b) and
(c) of this proviso, and solely to the extent that such
previous Fiscal Quarters ended on or after January 31, 2004)
over the actual amount applied to repurchases or redemptions
during such previous Fiscal Quarters, and (c) the Maximum
Repurchase Amount for any Fiscal Quarter shall be decreased by
any negative Maximum Repurchase Amount for each of the
previous three Fiscal Quarters (without giving effect to any
adjustment in accordance with subclauses (b) and (c) of this
proviso, and solely to the extent that such previous Fiscal
Quarters ended on or after January 31, 2004)."
SECTION 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective as of
September 15, 2003 (the "SECOND AMENDMENT EFFECTIVE DATE")
only upon the satisfaction of all of the following conditions
precedent:
A. On or before November 6, 2003, Company shall deliver
to Lenders (or to Administrative Agent for Lenders) the
following, each, unless otherwise noted, dated November 6,
2003:
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 November 6, 2003;
2. A certificate, dated as of November 6, 2003,
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 November 6,
2003 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. Requisite Lenders shall have executed this Amendment.
C. On or before November 6, 2003, 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
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such counterpart originals or certified copies of such
documents as Administrative Agent may reasonably request.
D. Company shall pay to each Lender executing this
Amendment by 5:00 p.m., New York time, on November 6, 2003 an
amendment fee equal to 0.10% 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 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.
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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 Second 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.
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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.
[Remainder of page intentionally left blank]
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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
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
CREDIT SUISSE FIRST BOSTON,
Individually and as Administrative Agent
/s/ S. Xxxxxxx Xxx
--------------------------------------------
Title: Director
/s/ Xxxxx X. Xxxx
--------------------------------------------
Title: Associate
AMAN ENVIRONMENTAL CONSTRUCTION, INC.,
a California corporation
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
BANSHEE CONSTRUCTION COMPANY, INC.,
a California corporation
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
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CLEVELAND WRECKING COMPANY,
a California corporation
/s/ Xxxxx Xxxxxxxx
--------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
X'XXXXX-XXXXXXXXXX INC.,
a California corporation
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
RADIAN INTERNATIONAL LLC,
a Delaware limited liability company
/s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
SIGNET TESTING LABORATORIES, INC.,
a Delaware corporation
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President,
Chief Financial Officer and Secretary
URS CONSTRUCTION SERVICES, INC.,
a Florida corporation
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President and
Chief Executive Officer
11
URS CORPORATION,
a Nevada corporation
/s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
URS CORPORATION GREAT LAKES,
a Michigan corporation
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
URS CORPORATION GROUP CONSULTANTS,
a New York corporation
/s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
URS CORPORATION-MARYLAND,
a Maryland corporation
/s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
URS CORPORATION - OHIO,
an Ohio corporation
/s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
12
URS CORPORATION SOUTHERN,
a California corporation
/s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
URS GROUP, INC.,
a Delaware corporation
/s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Assistant
Treasurer
URS OPERATING SERVICES, INC.,
a Delaware corporation
/s/ X.X. Xxxxxxxx
--------------------------------------------
Name: X. X. Xxxxxxxx
Title: Vice President and Controller
URS HOLDINGS, INC.,
a Delaware corporation
/s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
URS INTERNATIONAL INC.,
a Delaware corporation
/s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
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XXXX XXXXXXX SERVICES, INC.,
a Delaware corporation
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
EG&G DEFENSE MATERIALS, INC.,
a Utah corporation
/s/ Xxxxxxx Xxxx
--------------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
EG&G TECHNICAL SERVICES, INC.,
a Delaware corporation
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
D&M CONSULTING ENGINEERS, INC.,
a Delaware corporation
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
E.C. DRIVER & ASSOCIATES, INC.,
a Florida corporation
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
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XXXX XXXXXXX LOGISTICS INTERNATIONAL, INC.,
a Delaware corporation
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Attorney-in-fact
RADIAN ENGINEERING, INC.,
a New York corporation
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President.
Chief Financial Officer and Secretary
URS CORPORATION AES.,
a Connecticut corporation
/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
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
URS CORPORATION - NEW YORK,
a New York corporation
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
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URS RESOURCES, LLC,
a Delaware limited liability company
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Attorney-in-fact
XXXXX FARGO BANK, N.A.,
as a Lender
/s/ Xxxxx X. Gruebele_
--------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
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