Subsidiary Guaranty Sample Contracts

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Form of Subsidiary Guaranty (November 15th, 2017)

This Subsidiary Guaranty Agreement, dated as of [on or before January 19, 2018] (this "Subsidiary Guaranty Agreement"), is made by each of the undersigned (each a "Subsidiary Guarantor" and, together with each of the other signatories hereto and any other entities from time to time parties hereto pursuant to Section 14.1 hereof, the "Subsidiary Guarantors") in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the "holders" and individually a "holder."

Bluerock Residential Growth REIT, Inc. – Subsidiary Guaranty (November 3rd, 2017)

THIS SUBSIDIARY GUARANTY (this "Guaranty") dated as of October 30, 2017, executed and delivered by the undersigned BR METROWEST, LLC, a Delaware limited liability company (the "Guarantor"), in favor of (a) KeyBank National Association, in its capacity as Administrative Agent (the "Agent") for the Lenders under that certain Credit Agreement dated as of October 4, 2017, between and among BLUEROCK RESIDENTIAL HOLDINGS, L.P., a Delaware limited partnership, and various other Subsidiaries thereof as "Borrower" (collectively, the "Borrower"), the financial institutions party thereto and their assignees in accordance therewith (the "Lenders"), and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the "Credit Agreement") and (b) the Lenders.

Supplement to Subsidiary Guaranty (April 26th, 2017)

Reference is hereby made to the Guaranty (the "Guaranty") made as of May 20, 2015, by and among TRINITY INDUSTRIES LEASING COMPANY, TRINITY MARINE PRODUCTS, INC., TRINITY RAIL GROUP, LLC, TRINITY TANK CAR, INC., TRINITY NORTH AMERICAN FREIGHT CAR, INC., and TRINITY MEYER UTILITY STRUCTURES, LLC (the "Initial Guarantors" and along with any additional Subsidiaries of the Borrower, which become parties thereto and together with the undersigned, the "Guarantors") in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty. By its execution below, the undersigned TRINITY STRUCTURAL TOWERS, INC., a Delaware corporation (the "New Guarantor"), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as if originally a party thereto. By its execution below, the

Arch Capital Finance LLC – Subsidiary Guaranty (March 31st, 2017)

THIS GUARANTY (the "Guaranty") is made as of December 8, 2016 by Arch Capital Finance LLC, a Delaware limited liability company (the "Guarantor"), in favor of the Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below.

Empire Resorts – Form of Subsidiary Guaranty (March 13th, 2017)

This SUBSIDIARY GUARANTY (as amended, amended and restated, supplemented, or otherwise modified from time to time, this "Guaranty"), dated as of January 24, 2017, is made by Montreign Operating Company, LLC, a New York limited liability company (the "Borrower") and each of the other signatories hereto (together with the Borrower, each individually, a "Guarantor", and collectively, together with each Additional Guarantor, the "Guarantors") in favor of Credit Suisse AG, cayman islands branch, in its capacity as administrative agent (in such capacity, together with its successors and assigns, the "Administrative Agent") for the benefit of the Secured Parties.

Empire Resorts – Subsidiary Guaranty (March 13th, 2017)

This SUBSIDIARY GUARANTY (as amended, amended and restated, supplemented, or otherwise modified from time to time, this "Guaranty"), dated as of January 24, 2017, is made by MONTREIGN OPERATING COMPANY, LLC, a New York limited liability company (the "Borrower") and each of the other signatories hereto (together with the Borrower, each individually, a "Guarantor", and collectively, together with each Additional Guarantor, the "Guarantors") in favor of FIFTH THIRD BANK, in its capacity as administrative agent (in such capacity, together with its successors and assigns, the "Administrative Agent") for the benefit of the Secured Parties.

usell.com, Inc. – Subsidiary Guaranty (January 19th, 2017)

This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this "Guaranty") is made as of this 13 day of January, 2017, jointly and severally, by usell.com, Inc., a Delaware corporation ("usell"), BST Distribution, Inc., a New York corporation ("BST"), WE SELL CELLULAR LLC, a Delaware limited liability company ("We Sell" and together with usell and BST, each a "Company" and collectively the "Companies"), HD Capital Holdings LLC, a Delaware limited liability company ("HD Capital"), Upstream Phone Company USA, Inc., a Delaware corporation ("Upstream"), and Upstream Phone Holdings, Inc., a Delaware corporation ("Upstream Holdings" and together with HD Capital, Upstream, and with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, each referred to individually as a "Guarantor" and collectively as the "Guarantors"); in favor of XXXXXXXXXXX, a Delaware li

OncBioMune Pharmaceuticals, Inc – Form of Subsidiary Guaranty (November 21st, 2016)

This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this "Guaranty") is made as of this 18th day of November, 2016, jointly and severally, between OncBioMune Pharmaceuticals, Inc., a Nevada corporation ("OBMP") and OncBioMune, Inc., a Louisiana corporation (the "Subsidiary"; collectively, OBMP and the Subsidiary are referred to as the "Companies"), and with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, each referred to individually as a "Guarantor" and collectively as the "Guarantors"); in favor of the Purchasers listed on the signature page of that certain Securities Purchase Agreement, dated as of November 18, 2016 (each, a "Purchaser", and together with its successors and assigns and each other purchaser of a Note (as defined below) and their respective successors and assigns, individually and collectively, the "Purchasers"), and Cav

Amended and Restated Subsidiary Guaranty (October 18th, 2016)

THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY, dated as of October 12, 2016 (as the same may be amended, restated or otherwise modified from time to time, this "Guaranty"), made by (i) each of the undersigned (each, a "Guarantor" and collectively, the "Guarantors" and such terms shall include an Additional Guarantor that becomes a party to this Guaranty pursuant to Section 16 hereof), with (ii) KeyBank National Association, as Administrative Agent (herein, together with its successors and assigns in such capacity, the "Administrative Agent"), for the benefit of the Creditors (as defined below):

Subsidiary Guaranty (June 7th, 2016)

This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this "Guaranty") is made as of this 6 day of June, 2016, jointly and severally, by and among BTCS, Inc., a Nevada corporation ("BTCS"), BitcoinShop.us, LLC, a Maryland limited liability company, and BTCS Digital Manufacturing, a Nevada corporation, (collectively, the foregoing three entities are referred to as the "Subsidiaries;" collectively, BTCS and the Subsidiaries are referred to as the "Companies"), and with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, each referred to individually as a "Guarantor" and collectively as the "Guarantors"); in favor of the Purchasers listed on the signature page of that certain Securities Purchase Agreement, dated as of June 6, 2016 (each, a "Purchaser", and together with its successors and assigns and each other purchaser of a Note (as defined belo

Subsidiary Guaranty (December 21st, 2015)

This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this "Guaranty") is made as of this 16 day of December, 2015, jointly and severally, by and among BTCS, Inc., a Nevada corporation ("BTCS"), BitcoinShop.us, LLC, a Maryland limited liability company, and BTCS Digital Manufacturing, a Nevada corporation, (collectively, the foregoing three entities are referred to as the "Subsidiaries;" collectively, BTCS and the Subsidiaries are referred to as the "Companies"), and with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, each referred to individually as a "Guarantor" and collectively as the "Guarantors"); in favor of the Purchasers listed on the signature page of that certain Securities Purchase Agreement, dated as of December 16, 2015 (each, a "Purchaser", and together with its successors and assigns and each other purchaser of a Note (as de

Subsidiary Guaranty (December 8th, 2015)

THIS GUARANTY dated as of December 4, 2015, executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement (as defined below) (all of the undersigned, together with such other Persons each a "Guarantor" and collectively, the "Guarantors") in favor of KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the "Administrative Agent") for the Lenders under that certain Amended, Restated and Consolidated Credit Agreement dated as of December 4, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among First Potomac Realty Investment Limited Partnership, as Borrower, First Potomac Realty Trust, as Parent, the financial institutions party thereto as Lenders and their assignees under Section 12.6. thereof (the "Lenders"), KeyBank National Association, as Administrative Agent, Swingline Lender and Issuing Bank. T

Tetra Technologies, Inc. – Subsidiary Guaranty (November 20th, 2015)

THIS GUARANTY (this "Guaranty") dated November 20, 2015 is made by the undersigned (each, a "Guarantor"), in favor of the holders from time to time of the Notes issued under the Note Purchase Agreement and any Supplement thereto, including each purchaser named in the Note Purchase Agreement and in any Supplement thereto, and their respective successors and assigns (collectively, the "Holders" and each individually, a "Holder").

Tetra Technologies, Inc. – Form of Subsidiary Guaranty (November 6th, 2015)

THIS GUARANTY (this "Guaranty") dated November [__], 2015 is made by the undersigned (each, a "Guarantor"), in favor of the holders from time to time of the Notes issued under the Note Purchase Agreement and any Supplement thereto, including each purchaser named in the Note Purchase Agreement and in any Supplement thereto, and their respective successors and assigns (collectively, the "Holders" and each individually, a "Holder").

usell.com, Inc. – Subsidiary Guaranty (October 27th, 2015)

This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this "Guaranty") is made as of this 23rd day of October, 2015, jointly and severally, by usell.com, Inc., a Delaware corporation ("usell"), BST Distribution, Inc., a New York corporation ("BST"), WE SELL CELLULAR LLC, a Delaware limited liability company ("We Sell" and together with usell and BST, each a "Company" and collectively the "Companies"), HD Capital Holdings LLC, a Delaware limited liability company ("HD Capital"), Upstream Phone Company USA, Inc., a Delaware corporation ("Upstream"), and Upstream Phone Holdings, Inc., a Delaware corporation ("Upstream Holdings" and together with HD Capital, Upstream, and with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, each referred to individually as a "Guarantor" and collectively as the "Guarantors"); in favor of BAM Administrative Servi

Omnibus Amendment No. 1 to Credit Agreement and Subsidiary Guaranty (September 29th, 2015)

CREDIT AGREEMENT (this Agreement) dated as of June 1, 2015 among EDGEWELL PERSONAL CARE COMPANY (formerly known as ENERGIZER HOLDINGS, INC.), the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and CITIBANK, N.A., as Co-Syndication Agents.

Re: Amended and Restated Subsidiary Guaranty Made as of 11 June 2015 By, Amongst Others, Meritor Cayman Islands, Ltd., as an Initial Guarantor, in Favour of the Bank of New York Mellon Trust Company, N.A., as Trustee (June 11th, 2015)

We are Cayman Islands counsel to Meritor Cayman Islands Ltd., an exempted limited liability company incorporated in the Cayman Islands (the Cayman Islands Guarantor), and we are delivering this opinion in connection with the Amended and Restated Subsidiary Guaranty dated as of 11 June 2015, executed by the Cayman Islands Guarantor in favour of The Bank of New York Mellon Trust Company, N.A., as Trustee (the Amended and Restated Subsidiary Guaranty), in connection with the execution, delivery, issuance and sale of an additional US$225,000,000 aggregate principal amount of 6-1/4% Notes due 2024 (the "Notes") of Meritor, Inc. (the "Company") in an underwritten public offering of the Notes pursuant to an Underwriting Agreement dated as of 8 June 2015 among the Company, the Cayman Islands Guarantor, such other subsidiary guarantors and the underwriters named therein (the "Underwriting Agreement") and the Company's Registration Statement on Form S-3 (Registration Statement No. 333-200858), a

Tetra Technologies, Inc. – Subsidiary Guaranty (May 6th, 2015)

THIS SUBSIDIARY GUARANTY (this "Guaranty") dated April 30, 2015 is made by the undersigned (each, a "Guarantor"), in favor of Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative ("Noteholder Representative") for the benefit of the Noteholders referred to in the Note Purchase Agreement (defined below), including each Initial Purchaser named in the Note Purchase Agreement, and their respective successors and assigns (Noteholder Representative, the Noteholders, and their successors and assigns, collectively, the "Beneficiaries").

Lucas Energy – Form of Subsidiary Guaranty (March 3rd, 2015)

This Subsidiary Guaranty (the "Guaranty") is made and entered into on , 20__, by and between _____________________, a ______________ [corporation] with its principal place of business located at ______________________ (the "Guarantor"), and VICTORY ENERGY CORPORATION and its endorsees, transferees, successors and assigns (collectively, the "Lender").

Lindsay Manufacturing – 6. REPRESENTATIONS OF THE PURCHASERS. 13 6.1. Purchase for Investment. 13 6.2. Source of Funds. 13 7. INFORMATION AS TO COMPANY. 15 7.1. Financial and Business Information 15 7.2. Officers Certificate. 17 7.3. Electronic Delivery. 18 7.4. Inspection. 18 8. PREPAYMENT OF THE NOTES. 19 8.1. No Scheduled Prepayments. 19 8.2. Optional Prepayments. 19 8.3. Mandatory Offer to Prepay Upon Change of Control. 20 8.4. Allocation of Partial Prepayments. 20 8.5. Maturity; Surrender, Etc. 21 8.6. Purchase of Notes. 21 8.7. Make-Whole Amount. 22 9. AFFIRMATIVE COVENANTS. 23 9.1. Compliance With Law. 23 9.2. (February 20th, 2015)

LINDSAY CORPORATION, a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.6, the Company), agrees with each of the Purchasers as follows:

Hurco Companies, Inc. – Third Amendment to Credit Agreement and Amendment to Subsidiary Guaranty (December 8th, 2014)

This THIRD AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SUBSIDIARY GUARANTY, dated as of December 5, 2014 (this "Amendment"), is by and among (a) HURCO COMPANIES, INC. (the "Borrower"), an Indiana corporation, (b) JPMORGAN CHASE BANK, N.A., as administrative agent (the "Administrative Agent") and as Issuing Bank (as defined in the Credit Agreement referred to below) and (c) the Lenders (as defined in the Credit Agreement referred to below) signatory hereto. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

Monster Worldwide – Third Amended and Restated Subsidiary Guaranty (November 4th, 2014)

This THIRD AMENDED AND RESTATED SUBSIDIARY GUARANTY, dated as of October 31, 2014 (as amended, supplemented, amended and restated, or otherwise modified from time to time, this Guaranty), is made by each Subsidiary Guarantor (such capitalized term and other terms used in this Guaranty to have the meanings set forth in Article I) of MONSTER WORLDWIDE, INC., a Delaware corporation (the Company), from time to time party hereto (each individually, a Guarantor and, collectively, the Guarantors), in favor of BANK OF AMERICA, N.A., as the administrative agent (together with its successor(s) thereto in such capacity, the Administrative Agent) for each of the Secured Parties. This Guaranty amends and restates in its entirety the Second Amended and Restated Subsidiary Guaranty (the Original Guaranty), dated as of March 22, 2012, by and among the Guarantors party thereto and the Administrative Agent, as amended, supplemented, amended and restated, or otherwise modified from time to time prior to

SUBSIDIARY GUARANTY Dated as of October 7, 2014 by and Among TIFFANY AND COMPANY, TIFFANY & CO. INTERNATIONAL, TIFFANY & CO. JAPAN INC., and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors and BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT (October 10th, 2014)

SUBSIDIARY GUARANTY dated as of October 7, 2014 made by the Persons listed on the signature pages hereof as Guarantors and the Additional Guarantors (as defined in Section 12(b)) (such Persons so listed and the Additional Guarantors being, collectively, the "Guarantors" and, individually, each a "Guarantor") in favor of the Guaranteed Parties (as defined in the Credit Agreement referred to below).

SUBSIDIARY GUARANTY Dated as of October 7, 2014 by and Among TIFFANY AND COMPANY, TIFFANY & CO. INTERNATIONAL, TIFFANY & CO. JAPAN INC., and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors and BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT (October 10th, 2014)

SUBSIDIARY GUARANTY dated as of October 7, 2014 made by the Persons listed on the signature pages hereof as Guarantors and the Additional Guarantors (as defined in Section 12(b)) (such Persons so listed and the Additional Guarantors being, collectively, the "Guarantors" and, individually, each a "Guarantor") in favor of the Guaranteed Parties (as defined in the Credit Agreement referred to below).

Axalta Coating Systems Ltd. – SUBSIDIARY GUARANTY Dated as of February 1, 2013 Among THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN, as Guarantors, and BARCLAYS BANK PLC, as Administrative Agent (August 20th, 2014)

SUBSIDIARY GUARANTY dated as of February 1, 2013 (as amended, modified, restated and/or supplemented from time to time, this Guaranty) among the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the Guarantors and, individually, each a Guarantor) in favor of Barclays Bank PLC, as administrative agent (in such capacity together with any successor administrative agent, the Administrative Agent) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

Inergetics Inc. – Subsidiary Guaranty (July 15th, 2014)
Verity Corp. – Amended and Restated Subsidiary Guaranty (May 23rd, 2014)

THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY is dated as of May 14, 2014, and made by the Persons listed on the signature pages hereof (such Persons so listed being, collectively, the "Guarantors" and, individually, each a "Guarantor") in favor of Duane Spader ("Lender").

Amendment No. 2 to Credit Agreement and Amendment No. 2 to Subsidiary Guaranty (May 1st, 2014)

This CREDIT AGREEMENT (Agreement) is entered into as of April 5, 2012, among CLARCOR INC., a Delaware corporation (the Company), certain Subsidiaries of the Company made party hereto pursuant to Section 2.17 (each a Designated Borrower and, together with the Company, the Borrowers and each a Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

AMENDMENT NO. 2 to CREDIT AGREEMENT, AMENDMENT NO. 1 to SUBSIDIARY GUARANTY and AMENDMENT NO. 1 to PLEDGE AND SECURITY AGREEMENT (February 25th, 2014)

THIS OMNIBUS AMENDMENT NO. 2 TO CREDIT AGREEMENT, AMENDMENT NO. 1 TO SUBSIDIARY GUARANTY and AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (the "Amendment") is made as of February 21, 2014 by and among DELUXE CORPORATION (the "Borrower"), the institutions from time to time parties thereto as Lenders (the "Lenders"), JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent for itself and the other Lenders (the "Agent") under that certain Credit Agreement dated as of March 12, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") by and among the Borrower, the Lenders and the Agent, and the Subsidiaries of the Borrower identified on the signature pages hereof as Guarantors (the "Guarantors"). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

Meritor, Inc. 2135 West Maple Road Troy, Michigan 48084-7186 Ladies and Gentlemen: Subsidiary Guaranty Made as of 13 February 2014 By, Amongst Others, Meritor Cayman Islands, Ltd., as an Initial Guarantor, in Favour of the Bank of New York Mellon Trust Company, N.A., as Trustee (February 18th, 2014)

We are Cayman Islands counsel to Meritor Cayman Islands Ltd., an exempted company incorporated in the Cayman Islands (the Cayman Islands Guarantor), and we are delivering this opinion in connection with the Subsidiary Guaranty dated as of 13 February 2014, executed by the Cayman Islands Guarantor in favour of The Bank of New York Mellon Trust Company, N.A., as Trustee (the Subsidiary Guaranty), in connection with the execution, delivery, issuance and sale of US$225,000,000 aggregate principal amount of 6-1/4% Notes due 2024 (the "Notes") of Meritor, Inc. (the "Company") in an underwritten public offering of the Notes pursuant to an Underwriting Agreement dated as of 10 February 2014 among the Company, the Cayman Islands Guarantor, such other subsidiary guarantors and the underwriters named therein (the "Underwriting Agreement") and the Company's Registration Statement on Form S-3 (Registration Statement No. 333-179405), as amended, filed with the Securities and Exchange Commission unde

Resonant Inc – Secured Subsidiary Guaranty (January 24th, 2014)

This SECURED SUBSIDIARY GUARANTY (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this Agreement), dated as of June 17, 2013, is made by and between Resonant LLC, a California limited liability company (the Guarantor), and Daniel Landry in his capacity as collateral agent for the Secured Parties (as defined below) (in such capacity, the Collateral Agent). The obligations of Guarantor under this Agreement are secured by a security interest over all of Guarantors assets granted to Collateral Agent pursuant to a Security Agreement by and between Guarantor and Collateral Agent dated as of the date hereof (the Security Agreement). Capitalized terms used but not defined herein have the meanings given such terms in the Security Agreement.

Resonant Inc – Secured Subsidiary Guaranty (January 24th, 2014)

This SECURED SUBSIDIARY GUARANTY (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this Agreement), dated as of June 17, 2013, is made by and between Resonant LLC, a California limited liability company (the Guarantor), and Superconductor Technologies, Inc., a Delaware corporation (the Creditor). The obligations of Guarantor under this Agreement are secured by a subordinate security interest over all of Guarantors assets granted to Creditor pursuant to a Security Agreement by and between Guarantor and Creditor dated as of the date hereof.

Omnibus Amendment No. 3 to Credit Agreement, Amendment No. 1 to Subsidiary Guaranty, Consent and Waiver (January 2nd, 2014)

CREDIT AGREEMENT (this "Agreement") dated as of November 3, 2010 among SYMMETRY MEDICAL INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent and FIFTH THIRD BANK, BANK OF AMERICA, N.A., and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

Second Amendment to Credit Agreement and First Amendment to Subsidiary Guaranty (December 19th, 2013)

This AMENDED CREDIT AGREEMENT is entered into as of October 19, 2011, amended pursuant to that certain First Amendment as of May 23, 2013 and further amended pursuant to that certain Second Amendment as of December 19, 2013 (this Agreement), among URS CORPORATION, a Delaware corporation (the Company), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a Designated Borrower and, together with the Company, the Borrowers and, each a Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer.

Amendment No. 1 to Credit Agreement and Amendment No. 1 to Subsidiary Guaranty (November 22nd, 2013)

This CREDIT AGREEMENT (Agreement) is entered into as of April 5, 2012, among CLARCOR INC., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.