EXHIBIT 10.1
URS CORPORATION
FOURTH AMENDMENT
TO CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of March 29, 2004 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 and that certain Third Amendment to Credit Agreement dated as of
December 23, 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, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION as a Co-Lead
Arranger and Syndication Agent for Lenders and BNP PARIBAS, ▇▇▇▇▇▇ 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 the definition of "CAPITAL LEASE" therefrom in its entirety and
substituting the following therefor:
"CAPITAL LEASE" as applied to any Person, means (i) any lease
of any property (whether real, personal or mixed) by that Person as
lessee that, in conformity with GAAP, is accounted for as a capital
lease on the balance sheet of that Person and (ii) any secured note
evidencing such Person's obligation to pay all or any part of the
purchase price of an asset, provided that the Lien securing such
note shall apply only to the asset so acquired and proceeds thereof.
B. Subsection 1.1 of the Credit Agreement is hereby further amended
by adding the phrase "(but only to the extent the funds applied for such purpose
are included in the calculation of Consolidated EBITDA)" at the end of each of
clauses (ii)(b) and (c) of the definition of "Consolidated Excess Cash Flow"
contained therein.
C. Subsection 1.1 of the Credit Agreement is hereby further amended
by adding the phrase ", Capital Leases" immediately after the word "leases" in
clause (ix) of the definition of "Permitted Encumbrances" contained therein.
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 (4) thereof and (ii) adding the
following at the end of such clause (4):
", and (5) issuances of Capital Stock (other than Disqualified
Stock) the Net Securities Proceeds of which are applied by Company
to any repurchase or redemption of Existing Senior Subordinated
Notes and/or Senior Notes and/or Convertible Subordinated Notes
expressly permitted by subsection 7.5A(xiv), provided that Company
shall, no later than 180 days after receipt of such Net Securities
Proceeds that have not theretofore been applied to such repurchase
or redemption, make a prepayment of the Loans in the amount of the
portion of such unapplied Net Securities Proceeds required pursuant
to this subsection 2.4B(iii)(c)."
B. Subsection 2.4B(iii)(d) of the Credit Agreement is hereby amended
by deleting the phrase "subsection 7.1" in clause (1) thereof and substituting
the phrase "subsections 7.1(i) - (xiii)" therefor.
C. Subsection 2.4B(iii)(d) of the Credit Agreement is hereby further
amended by (i) deleting the word "and" before clause (2) thereof and (ii) adding
the following at the end of such clause (2):
", and (3) issuances of Indebtedness permitted pursuant to
subsection 7.1(xiv) the Net Securities Proceeds of which are applied
by Company to any repurchase or redemption of Existing Senior
Subordinated Notes and/or Senior Notes and/or Convertible
Subordinated Notes, provided that Company shall, no later than 180
days after receipt of such Net Securities Proceeds that have not
theretofore been applied to such repurchase or redemption, make a
prepayment of the Loans in the amount of the portion of such
unapplied Net Securities Proceeds required pursuant to this
subsection 2.4B(iii)(d)."
1.3 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS
A. Subsection 7.1 of the Credit Agreement is hereby amended by (i)
deleting the word "and" before clause (xii) thereof, (ii) deleting the period at
the end of clause (xiii) thereof and substituting the phrase "; and" therefor
and (iii) adding the following at the end thereof:
"(xiv) Company may become and remain liable with respect to
unsecured Indebtedness incurred to repurchase or redeem Existing
Senior Subordinated Notes and/or Senior Notes and/or Convertible
Subordinated Notes, provided that (a) the Consolidated Leverage
Ratio as of the last day of the immediately preceding Fiscal Quarter
(after giving pro forma effect to the transactions relating to such
repurchase or redemption and any other such repurchase or redemption
since the end of such preceding Fiscal Quarter) is less than
2.50:1.00 and (b) such unsecured Indebtedness (1) requires no
amortization payments prior to the Tranche B Term Loan Maturity Date
and (2) has a final maturity date no earlier than the earlier of (A)
three months after the final maturity date of the Indebtedness to be
repurchased or redeemed and (B) one year after the Tranche B Term
Loan Maturity Date."
B. Subsection 7.5A of the Credit Agreement is hereby amended by
deleting the amount "$220,000,000" in clause (xii) thereof and substituting the
amount "$300,000,000" therefor.
C. Subsection 7.5A of the Credit Agreement is hereby further amended
by (i) deleting the word "and" before clause (xiii) thereof and (ii) adding the
following at the end of such clause (xiii):
"; and (xiv) 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), provided that the Consolidated
Leverage Ratio as of the last day of the immediately preceding
Fiscal Quarter (after giving pro forma effect to the transactions
relating to such repurchase or redemption and any other such
repurchase or redemption since the end of such preceding Fiscal
Quarter) is less than 2.50:1.00, provided further, that such
repurchases or redemptions may be made with proceeds of Revolving
Loans only to the extent that after giving effect to the extension
of any Revolving Loan proposed to be applied to such repurchase or
redemption, the Revolving Loan Commitments then in effect would
exceed the Total Utilization of Revolving Loan Commitments by not
less than $30,000,000."
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 "FOURTH
AMENDMENT EFFECTIVE DATE"):
A. Company shall have delivered to Administrative Agent an executed
copy of this Amendment.
B. Requisite Lenders 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 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.
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 Fourth 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.
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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. ▇▇▇▇▇▇▇ ▇▇▇
-----------------------------------
Name: S. ▇▇▇▇▇▇▇ ▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Associate
AMAN ENVIRONMENTAL CONSTRUCTION,
INC., a California corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
BANSHEE CONSTRUCTION COMPANY, INC., URS CORPORATION GREAT LAKES, a
a California corporation Michigan Corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer Title: Chief Financial Officer
CLEVELAND WRECKING COMPANY, a URS CORPORATION GROUP CONSULTANTS,
California Corporation a New York Corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer Title: Vice President and Treasurer
SIGNET TESTING LABORATORIES, INC., URS CORPORATION-MARYLAND, a Maryland
a Delware Corporation Corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------- By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ -----------------------------------
Title: Vice President and Treasurer Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
RADIAN INTERNATIONAL LLC, a Delaware
Limited Liability Company URS CORPORATION-OHIO, an Ohio Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer Title: Vice President and Treasurer
URS CORPORATION SOUTHERN, a California
URS CONSTRUCTION SERVICES, INC., a Corporation
Florida Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------------
-------------------------------- Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer
Title: Executive Vice President and
Chief Executive Officer URS GROUP INC., a Delaware Corporation
URS CORPORATION, a Nevada By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Corporation ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President and Assistant
-------------------------------- Treasurer
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
URS OPERATING SERVICES, INC., a E.C. DRIVER & ASSOCIATES, INC., a
Delaware Corporation Florida Corporation
By: /s/ ▇▇▇▇▇ ▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and Controller Title Executive Vice President and Chief
Financial Officer
URS HOLDINGS, INC., a Delaware
Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ LOGISTICS, INTERNATIONAL,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ INC. a Delaware Corporation
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer ------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
URS INTERNATIONAL INC., a Delaware Title: Executive Vice President
Corporation
RADIAN ENGINEERING, INC. a New York
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Corporation
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ SERVICES, INC., Title: Executive Vice President, Chief
a Delaware Corporation Financial Officer and Secretary
URS CORPORATION AES., a
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Connecticut Corporation
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
EG&G DEFENSE MATERIALS, INC., Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
a Utah Corporation Title: Executive Vice President Chief
Financial Officer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ URS CORPORATION ARCHITECTURE-NC, P.C., a
-------------------------------- North Carolina Corporation
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President, Chief By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Financial Officer and ------------------------------------
Assistant Treasurer Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President and Chief
EG&G TECHNICAL SERVICES, INC., Financial Officer
a Delaware Corporation
URS CORPORATION - NEW YORK, a New York
Corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------- By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------------
Title: Executive Vice President Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President and Chief
D&M CONSULTING ENGINEERS, INC., Financial Officer
a Delaware Corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
URS RESOURCES, LLC, a Delaware AURIUM CLO 2002-1 LTD.
Limited Liability Company BY: COLUMBIA MANAGEMENT ADVISORS, INC.
(F/K/A ▇▇▇▇▇ ▇▇▇ & FARNHAM INCORPORATED)
as Investment Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as a Lender
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Attorney-in-fact ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇'▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, INC., a Title: Vice President
California corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ DENALI CAPITAL LLC, MANAGING MEMBER
-------------------------------- OF DC FUNDING PARTNERS, PORTFOLIO
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ MANAGER FOR DENALI CAPITAL CLO I, LTD.,
Title: Executive Vice President, OR AN AFFILIATE
Chief Financial Officer and
Secretary By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
IKB CAPITAL CORPORATION Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
As a Lender Title: Chief Credit Officer
DENALI CAPITAL LLC, MANAGING MEMBER
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ OF DC FUNDING PARTNERS, PORTFOLIO
-------------------------------- MANAGER FOR DENALI CAPITAL CLO II,
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ LTD., OR AN AFFILIATE
Title: President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
METROPOLITAN LIFE INSURANCE COMPANY ------------------------------------
As a Lender Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Credit Officer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------- DENALI CAPITAL LLC, MANAGING MEMBER
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ OF DC FUNDING PARTNERS, PORTFOLIO
Title: Director MANAGER FOR DENALI CAPITAL CLO III,
LTD., OR AN AFFILIATE
MADISON CDO II LTD.,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
BY: METROPOLITAN LIFE INSURANCE ------------------------------------
COMPANY, Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
As Collateral Manager, Title: Chief Credit Officer
As a Lender
US BANK NATIONAL ASSOCIATION,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ As a Lender
-------------------------------- By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------
Title: Director Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President and
COLUMBIA FLOATING RATE LIMITED Assistant Relationship Manager
LIABILITY COMPANY (F/K/A ▇▇▇▇▇
▇▇▇ FLOATING RATE LIMITED LIABILITY ▇▇▇▇▇▇▇ ▇▇▇▇▇ GLOBAL INVESTMENT SERIES:
COMPANY) BANK LOAN INCOME PORTFOLIO
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ INVESTMENT MANAGERS,
BY: COLUMBIA MANAGEMENT ADVISORS, L.P., As Investment Advisor
INC., as Advisor As a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President Title: Authorized Signatory
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO THE NORINCHUKIN BANK, NEW YORK,
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ INVESTMENT as a Lender
MANAGERS, L.P. As Investment Advisor
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ------------------------------------
-------------------------------- Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Joint General Manager
Title: Authorized Signatory
OAKHILL CREDIT PARTNERS III LIMITED
MASTER SENIOR FLOATING RATE TRUSTS
BY: OAK HILL CLO MANAGEMENT III, LLC,
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ As Investment Manager
--------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
LONGHORN CDO (CAYMAN) LTD., Title: Authorized Person
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ INVESTMENT MANGERS,
L.P., As Investment Advisor OAKHILL SECURIITIES FUND, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BY: OAK HILL SECURITIES GENPAR, L.P.,
-------------------------------- Its General Partners
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory BY: OAK HILL SECURITIES MGP, INC.,
Its General Partner
LONGHORN II, LTD.,
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ INVESTMENT MANGERS, By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
L.P., As Investment Advisor ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ OAKHILL CREDIT PARTNERS I LIMITED
Title: Authorized Signatory
BY: OAK HILL CLO MANAGEMENT I, LLC,
UNION BANK OF CALIFORNIA, N.A., As Investment Manager
As a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------
-------------------------------- Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Person
Title: Vice President
OAKHILL CREDIT PARTNERS II LIMITED
BANK LEUMI USA,
As a Lender BY: OAK HILL CLO MANAGEMENT II, LLC,
As Investment Manager
By: /s/ ▇▇▇▇▇ ▇▇▇ Hong
-------------------------------- By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇ Hong ------------------------------------
Title: Vice President Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Person
▇▇▇▇▇ FARGO, NATIONAL ASSOCIATION, SRF 2000, INC.,
As a Lender As a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Assistant Vice President
NATIONAL CITY BANK, STANWICH LOAN FUNDING LLC,
As a Lender As a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Account Manager Title: Assistant Vice President
THE ROYAL BANK OF SCOTLAND PLC., ▇▇▇▇▇▇ TRUST & SAVINGS BANK,
as a Lender As a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President Title: Vice President
AMCO INSURANCE BNP PARIBAS
As a Lender As a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Associate Vice President Title: Director
Public Bonds
BNP PARIBAS
NATIONWIDE MUTUAL INSURANCE COMPANY as a Lender
As a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------
-------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President
Title: Associate Vice President
Public Bonds
SCOTTSDALE INSURANCE ERSTE BANK DER OESTERREICHISCHEN
As a Lender SPARKASSES AG.
As a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------- By: /s/ ▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------
Title: Associate Vice President Name: ▇▇▇▇ ▇▇▇
Public Bonds Title: Vice President
SRF TRADING, INC., By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
As a Lender ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇ Title: First Vice President
--------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
WHITNEY PRIVATE DEBT FUND, L.P., TORONTO DOMINION (NEW YORK), INC.,
As a Lender As a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory Title: Vice President
FRANKLIN FLOATING RATE TRUST, PPM SPYGLASS FUNDING TRUST,
As a Lender As a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Authorized Agent
FRANKLIN FLOATING RATE DAILY ACCESS OLYMPIC FUNDING TRUST, SERIES 1999-I
FUND As a Lender
As a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Authorized Agent
FRANKLIN CLO I, LTD., PPM SHADOW CREEK FUNDING LLC,
As a Lender As a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Assistant Vice President
FRANKLIN CLO II, LTD., MUIRFIELD TRADING LLC,
As a Lender As a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Assistant
FRANKLIN CLO III, LTD., COLUMBIA FLOATING RATE ADVANTAGE FUND
As a Lender (f/k/a LIBERTY FLOATING RATE
ADVANTAGE FUND)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ BY: COLUMBIA MANAGEMENT ADVISORS, INC.,
-------------------------------- AS ADVISOR
Name: ▇▇▇▇▇▇▇ ▇▇▇
Title: Vice President As a Lender
FRANKLIN CLO IV, LTD., By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
As a Lender ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ Title: Vice President
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ CLO I LTD.
(f/k/a ▇▇▇▇▇ ▇▇▇ & FARNHAM INCOPORATED),
BY: COLUMBIA MANAGEMENT ADVISORS, INC.,
AS PORTFOLIO MANAGER
As a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
