AGREEMENT AND PLAN OF MERGER AMONG DAMES & MOORE GROUP, URS CORPORATION AND DEMETER ACQUISITION CORPORATION DATED AS OF MAY 5, 1999Agreement and Plan of Merger • May 7th, 1999 • Dames & Moore Group • Services-engineering services • Delaware
DAMES & MOORE, INC. $10,000,000 7.19% Senior Notes, Series F, Due December 16, 2004, and $10,000,000 7.23% Senior Notes, Series G, Due December 16, 2005 ______________ NOTE PURCHASE AGREEMENT _____________ Dated as of December 16, 1996Note Purchase Agreement • June 23rd, 1997 • Dames & Moore Inc /De/ • Services-engineering services • New York
EXHIBIT 4.3 AMENDMENT TO RIGHTS AGREEMENT This Amendment, dated as of May 5, 1999 (this "Amendment"), to that certain Rights Agreement dated as of March 28, 1997, as amended by the First Amendment, dated as of November 19, 1998 (as amended, the...Rights Agreement • June 4th, 1999 • Dames & Moore Group • Services-engineering services
RIGHTS AGREEMENTRights Agreement • March 24th, 1997 • Dames & Moore Inc /De/ • Services-engineering services • Delaware
SECOND AMENDMENT TO FIRST AMENDED AND CREDIT AGREEMENT This SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT ("Second Amendment") is entered into as of November 19, 1996 by and among DAMES & MOORE, INC., a Delaware corporation (the...Credit Agreement • June 23rd, 1997 • Dames & Moore Inc /De/ • Services-engineering services • California
Re: $40,000,000 6.54% Senior Notes, Series A, Due March 29, 2001, $30,000,000 6.87% Senior Notes, Series B, Due March 29, 2003, $10,000,000 6.92% Senior Notes, Series C, Due September 29, 2003, $5,000,000 7.20% Senior Notes, Series D, Due March 29,...Second Amendment • June 23rd, 1997 • Dames & Moore Inc /De/ • Services-engineering services • New York
Note Purchase AgreementsThird Amendment • June 23rd, 1997 • Dames & Moore Inc /De/ • Services-engineering services • New York
EXHIBIT 4 [DAMES & MOORE GROUP LOGO] May 11, 1999 Dear Stockholder: We are pleased to inform you that on May 5, 1999, Dames & Moore Group (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with URS Corporation...Dames & Moore Group • May 11th, 1999 • Services-engineering services
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 6th, 1998 • Dames & Moore Inc /De/ • Services-engineering services • California
Dames & Moore, Inc. First Amendment Dated as of April 15, 1996 To Note Purchase Agreements Dated as of March 15, 1996 Re: $40,000,000 6.54% Senior Notes, Series A, Due March 29, 2001, $30,000,000 6.87% Senior Notes, Series B, Due March 29, 2003,...Dames & Moore Inc /De/ • June 23rd, 1997 • Services-engineering services • New York
CREDIT AGREEMENT AMONG DAMES & MOORE GROUP, AS BORROWER,Credit Agreement • August 14th, 1998 • Dames & Moore Group • Services-engineering services • New York
BETWEEN DMB/REMEDIATION LLC AS BORROWER ANDSenior Loan Agreement • June 23rd, 1997 • Dames & Moore Inc /De/ • Services-engineering services • New York
AMENDED AND RESTATED CREDIT AGREEMENT among DAMES & MOORE GROUP, as Borrower, The Several Lenders from Time to Time Parties Hereto and CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent Dated as of October 22, 1998 CIBC OPPENHEIMER CORP., as...Credit Agreement • February 5th, 1999 • Dames & Moore Group • Services-engineering services • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of April 1, 1997, by and between DAMES & MOORE, INC., a Delaware corporation, (hereinafter called the "Corporation") and ARTHUR C. DARROW, (hereinafter called the "Executive"). WITNESSETH...Employment Agreement • June 23rd, 1997 • Dames & Moore Inc /De/ • Services-engineering services • California
EQUITY PURCHASE AGREEMENT by and among DOW ENVIRONMENTAL INC., TCM TECHNOLOGIES INC.Equity Purchase Agreement • August 7th, 1998 • Dames & Moore Inc /De/ • Services-engineering services • Delaware
EXHIBIT 6 [LETTERHEAD] PRIVATE AND CONFIDENTIAL May 5, 1999 The Board of Directors Dames & Moore Group 911 Wilshire Boulevard, Suite 700 Los Angeles, California 90017 Members of the Board of Directors: We understand that Dames & Moore Group, a...Dames & Moore Group • May 11th, 1999 • Services-engineering services
RECITALSConfidentiality Agreement • May 11th, 1999 • Dames & Moore Group • Services-engineering services • California
SUBORDINATED LOAN AGREEMENTSubordinated Loan Agreement • June 23rd, 1997 • Dames & Moore Inc /De/ • Services-engineering services • New York
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of November 5, 1996, among Dames & Moore, Inc. (the "Buyer"), Hochtief Aktiengesellschaft vorm. Gebr. Helfmann (the "Shareholder") and DM Investors, Inc. (formerly named Hochtief, Inc.), a...Stock Purchase Agreement • December 3rd, 1996 • Dames & Moore Inc /De/ • Services-engineering services • Delaware
AGREEMENT REGARDING SEVERANCE PAYMENTS THIS AGREEMENT REGARDING SEVERANCE PAYMENTS (the "Agreement"), made and entered into as of April 1, 1997, by and between DAMES & MOORE, INC., a Delaware corporation, (hereinafter called the "Corporation") and...Agreement Regarding Severance Payments This Agreement Regarding Severance Payments • June 23rd, 1997 • Dames & Moore Inc /De/ • Services-engineering services • California
