URS CORPORATION FIRST AMENDMENT TO CREDIT AGREEMENT
URS
CORPORATION
FIRST
AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”) is
dated as of June 19, 2008 and entered into by and among URS CORPORATION, a Delaware
corporation (“Company”),
the financial institutions party thereto from time to time (“Lenders”), ▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as administrative agent for Lenders (“Administrative Agent”), and,
for purposes of Section 3 hereof, the Credit Support Parties (as defined in
Section 3 hereof) listed on the signature pages hereof, and is made with
reference to that certain Credit Agreement dated as of November 15, 2007 (the
“Credit Agreement”), by
and among Company, Lenders, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as a joint-lead
arranger and syndication agent for Lenders, ▇▇▇▇▇ Fargo Bank, National
Association, as a joint-lead arranger, Bank of America, N.A., BNP Paribas and
The Royal Bank of Scotland plc, as co-documentation agents for Lenders, and
Administrative Agent. 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 to make certain amendments as
set forth below;
NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:
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Section
1.
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AMENDMENTS
TO THE CREDIT AGREEMENT
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1.1 Amendment
to Section 6: Company’s Affirmative
Covenants
Post Closing Matters.
Subsection 6.10 of the Credit Agreement is hereby amended by adding
subsection 6.10F thereto to read in its entirety as follows:
“F. Notwithstanding
anything to the contrary in this subsection 6.10 or subsection 10.6,
Administrative Agent is expressly permitted to waive the delivery of any
documents or instruments or the taking of any actions required to be delivered
or taken pursuant to this subsection 6.10 if (i) in the judgment of
Administrative Agent, Company and Subsidiary Guarantors have attempted in good
faith, but are unable, to deliver such documents or instruments or to take such
actions, (ii) in the judgment of Administrative Agent, the cost of obtaining
such documents or instruments or undertaking such actions outweighs the benefit
of having obtained such documents or instruments or undertaken such actions or
(iii) Administrative Agent deems any of such documents, instruments or actions
immaterial.”
1.2 Amendments
to Section 7: Company’s Negative Covenants
A. Contingent Obligations.
Subsection 7.4(xi) of the Credit Agreement is hereby amended to read in
its entirety as follows:
“(xi) Company and its Subsidiaries may
become and remain liable with respect to any guaranties of operating leases
entered into by Company or its Subsidiaries in the ordinary course of
business.”
B. Restricted Junior Payments; Payments
on Certain Other Indebtedness. Subsection 7.5 of the
Credit Agreement is hereby amended by (i) deleting the word “and” at the end of
clause (vi) thereof, (ii) adding the word “and” at the end of clause (vii)
thereof, and (iii) adding the following as new clause (viii)
thereof:
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“(viii) Company may purchase up to
1,000,000 shares of Capital Stock of Company in any Fiscal Year in open market
purchases so long as, after giving pro forma effect to any Indebtedness incurred
to make such purchase, the Consolidated Leverage Ratio as of the most recently
ended Fiscal Quarter prior to such purchase is equal to or less than 2.50:1.00;
provided that
the number of shares permitted to be purchased in any Fiscal Year shall be
increased by an amount equal to the excess, if any, of the number of shares
permitted to be purchased in the previous Fiscal Year (without giving effect to
any adjustment in accordance with this proviso) over the actual number of shares
purchased during such previous Fiscal Year with the share purchases in such
following Fiscal Year to be applied first to such unused amount;”
1.3 Amendment
to Section 10: Miscellaneous
Subsection
10.14A of the Credit Agreement is hereby amended to read in its entirety as
follows:
“A. Upon the proposed sale or
other disposition of any Collateral to any Person (other than an Affiliate of
Company) that is permitted by this Agreement or to which Requisite Lenders have
otherwise consented, or the sale or other disposition of all of the Capital
Stock of a Subsidiary Guarantor to any Person (other than an Affiliate of
Company) pursuant to a sale or other disposition that is permitted hereunder or
to which Requisite Lenders have otherwise consented or in the event Company
provides written notice to Administrative Agent that any Subsidiary Guarantor is
no longer a Material Domestic Subsidiary or a Domestic Subsidiary required to
execute the Subsidiary Guaranty, for which a Loan Party desires to obtain a
security interest release or a release of the Subsidiary Guaranty from
Administrative Agent, such Loan Party shall deliver an Officer’s Certificate
(i) (a) specifying the Collateral or Capital Stock being sold or otherwise
disposed of in the proposed transaction and (b) stating that the Collateral
or the Capital Stock subject to such disposition is being sold or otherwise
disposed of in compliance with the terms hereof or (ii) stating that such
Subsidiary Guarantor is no longer a Material Domestic Subsidiary or a Domestic
Subsidiary required to execute the Subsidiary Guaranty. Upon the
receipt of such Officer’s Certificate, Administrative Agent shall, at such Loan
Party’s expense, so long as Administrative Agent (a) has no reason to
believe that the facts stated in such Officer’s Certificate are not true and
correct and (b), if the sale or other disposition of such Collateral or Capital
Stock constitutes an Asset Sale, has received evidence that arrangements
satisfactory to it have been made for delivery of the Net Asset Sale Proceeds if
and as required by subsection 2.4, execute and deliver such releases of its
security interest in such Collateral or such Subsidiary Guaranty, as may be
reasonably requested by such Loan Party.”
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Section
2.
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COMPANY’S
REPRESENTATIONS AND WARRANTIES
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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:
A. Corporate Power and
Authority. Company has all requisite 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 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 Organizational Documents of Company or
any of its Subsidiaries or any order, judgment or decree of any court or other
Government Authority 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,
except for such approvals or consents which will be obtained on or before the
date hereof and disclosed in writing to Lenders.
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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 Governmental Authorization, except as have been
obtained.
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 (i) that do not
contain a materiality qualification 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 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 and (ii) that contain a materiality qualification are and will be true,
correct and complete on and as of the date hereof 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 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.
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Section
3.
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ACKNOWLEDGEMENT
AND CONSENT
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Each
guarantor, grantor or pledgor listed on the signatures pages hereof (each, a
“Credit Support Party”)
hereby acknowledges and agrees that any of the Subsidiary Guaranty and
Collateral Document (each, a “Credit Support Document”) to
which it is a party or otherwise bound shall continue in full force and effect
and that all of its obligations thereunder shall be valid and enforceable and
shall not be impaired or limited by the execution or effectiveness of this
Amendment. Each Credit Support Party represents and warrants that all
representations and warranties contained in the Amended Agreement and the Credit
Support Documents to which it is a party or otherwise bound (i) that do not
contain a materiality qualification 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 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 and (ii) that contain a materiality qualification are and will be true,
correct and complete on and as of the date hereof 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 on and as of such earlier date.
Each
Credit Support Party acknowledges and agrees that (i) notwithstanding the
conditions to effectiveness set forth in this Amendment, such Credit Support
Party is not required by the terms of the Credit Agreement or any other Loan
Document to consent to the amendments to the Credit Agreement effected pursuant
to this Amendment and (ii) nothing in the Credit Agreement, this Amendment
or any other Loan Document shall be deemed to require the consent of such Credit
Support Party to any future amendments to the Credit Agreement.
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Section
4.
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MISCELLANEOUS
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A. Reference
to and Effect on the Credit Agreement and the Other Loan Documents.
(i) On and
after the date hereof, 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.
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(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, in an amount not to exceed
$12,000, 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 THAT WOULD REQUIRE
APPLICATION OF ANOTHER LAW.
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 shall become effective as of the
date hereof upon the execution of a counterpart hereof by Company, Requisite
Lenders and each of the Credit Support Parties and receipt by Company and
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.
[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 | |||
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By:
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/s/ H. ▇▇▇▇▇▇ ▇▇▇▇▇ | |
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H. ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Vice President and Chief Financial Officer | |||
CREDIT
SUPPORT PARTIES:
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BADGER
ENERGY, INC., (for purposes of
Section 3 only) as a Credit Support Party
BADGER MIDDLE EAST,
INC., (for purposes of Section 3
only) as a Credit Support Party
CLEVELAND WRECKING
COMPANY, (for purposes of Section
3 only) as a Credit Support Party
E.C. DRIVER & ASSOCIATES,
INC., (for purposes of Section 3
only) as a Credit Support Party
EBASCO INTERNATIONAL
CORPORATION, (for purposes of
Section 3 only) as a Credit Support Party
EG&G DEFENSE MATERIALS,
INC., (for purposes of Section 3
only) as a Credit Support Party
EG&G TECHNICAL SERVICES,
INC., (for purposes of Section 3
only) as a Credit Support Party
ENERGY OVERSEAS INTERNATIONAL,
INC., (for purposes of Section 3
only) as a Credit Support Party
▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
INC., (for purposes of
Section 3 only) as a Credit Support Party
▇▇▇▇ ▇▇▇▇▇▇▇ SERVICES,
INC., (for purposes of Section 3
only) as a Credit Support Party
NATIONAL PROJECTS, INC.,
(for purposes of Section 3 only) as a
Credit Support Party
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S-1
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▇▇▇▇▇▇▇ CORPORATION,
(for purposes of Section 3 only) as a
Credit Support Party
RAYTHEON-EBASCO OVERSEAS
LTD., (for purposes of Section 3
only) as a Credit Support Party
RUST CONSTRUCTORS INC.,
(for purposes of Section 3 only) as a
Credit Support Party
RUST CONSTRUCTORS PUERTO RICO,
INC., (for purposes of Section 3
only) as a Credit Support Party
SIGNET TESTING LABORATORIES,
INC., (for purposes of Section 3
only) as a Credit Support Party
THE LEASING CORPORATION,
(for purposes of Section 3 only) as a
Credit Support Party
UNITED ENGINEERS FAR EAST,
LTD., (for purposes of Section 3
only) as a Credit Support Party
UNITED ENGINEERS INTERNATIONAL,
INC., (for purposes of Section 3
only) as a Credit Support Party
UNITED MID-EAST,
INC., (for purposes of
Section 3 only) as a Credit Support Party
URS CONSTRUCTION SERVICES,
INC., (for purposes of
Section 3 only) as a Credit Support Party
URS CORPORATION, a Nevada corporation, (for purposes of Section 3 only) as a Credit
Support Party
URS CORPORATION - NEW YORK, (for
purposes of Section 3 only) as a Credit Support Party
URS CORPORATION - NORTH CAROLINA, (for
purposes of Section 3 only) as a Credit Support Party
URS CORPORATION - OHIO,
(for purposes of Section 3 only) as a
Credit Support Party
URS CORPORATION AES,
(for purposes of Section 3 only) as a
Credit Support Party
URS CORPORATION
SOUTHERN, (for purposes of
Section 3 only) as a Credit Support
Party
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S-2
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URS DISTRICT SERVICES,
P.C., (for purposes of Section 3
only) as a Credit Support Party
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇
CONSULTANTS, INC., (for purposes
of Section 3 only) as a Credit Support Party
URS GROUP, INC., (for purposes of Section 3 only) as a Credit
Support Party
URS HOLDINGS, INC.,
(for purposes of Section 3 only) as a
Credit Support Party
URS INTERNATIONAL, INC.,
(for purposes of Section 3 only) as a
Credit Support Party
URS OPERATING SERVICES,
INC., (for purposes of Section 3
only) as a Credit Support Party
URS RESOURCES, LLC,
(for purposes of Section 3 only) as a
Credit Support Party
WASHINGTON-CATALYTIC,
INC., (for purposes of Section 3
only) as a Credit Support Party
WASHINGTON ARCHITECTS,
LLC, (for purposes of Section 3
only) as a Credit Support Party
WASHINGTON CONSTRUCTION
CORPORATION, (for purposes of
Section 3 only) as a Credit Support Party
WASHINGTON DEMILITARIZATION
COMPANY, LLC, (for purposes of
Section 3 only) as a Credit Support Party
WASHINGTON GLOBAL SERVICES,
INC., (for purposes of Section 3
only) as a Credit Support Party
WASHINGTON GOVERNMENT
ENVIRONMENTAL SERVICES COMPANY LLC, (for purposes of Section 3 only) as a Credit
Support Party
TARGHEE
INTERNATIONAL LLC, formerly known as Washington Group Argentina,
Inc., (for purposes of Section 3 only)
as a Credit Support Party
WASHINGTON GROUP HOLDINGS
LIMITED, (for purposes of Section
3 only) as a Credit Support Party
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S-3
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WASHINGTON GROUP INTERNATIONAL,
INC., (for purposes of Section 3
only) as a Credit Support Party
WASHINGTON GROUP IRELAND
LTD., (for purposes of Section 3
only) as a Credit Support Party
WASHINGTON GROUP LATIN AMERICA,
INC., (for purposes of Section 3
only) as a Credit Support Party
WASHINGTON GROUP TRANSIT MANAGEMENT COMPANY, (for purposes of Section 3 only) as a Credit
Support Party
WASHINGTON HOLDINGS, INC., (for
purposes of Section 3 only) as a Credit Support Party
WASHINGTON INFRASTRUCTURE CORPORATION,
(for
purposes of Section 3 only) as a Credit Support Party
WASHINGTON INFRASTRUCTURE SERVICES, INC.,
(for
purposes of Section 3 only) as a Credit Support Party
WASHINGTON INTERNATIONAL, INC., (for
purposes of Section 3 only) as a Credit Support Party
WASHINGTON MIDWEST LLC,
(for purposes of Section 3 only) as a
Credit Support Party
WASHINGTON OHIO SERVICES
LLC, (for purposes of Section 3
only) as a Credit Support Party
WASHINGTON QUALITY INSPECTION
COMPANY, (for purposes of
Section 3 only) as a Credit Support Party
WEST VALLEY NUCLEAR SERVICES
COMPANY LLC, (for purposes of
Section 3 only) as a Credit Support Party
WGCI, INC., (for purposes of Section 3 only) as a
Credit Support Party
WGI ASIA, INC., (for purposes of Section 3 only) as a Credit
Support Party
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S-4
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WGI GLOBAL INC., (for purposes of Section 3 only) as a Credit
Support Party
WGI GLOBAL OPPORTUNITIES
LLC, (for purposes of Section 3
only) as a Credit Support Party
WGI INDUSTRIAL SERVICES,
LTD., (for purposes of Section 3
only) as a Credit Support Party
WGI MIDDLE EAST INC.,
(for purposes of Section 3 only) as a
Credit Support Party
WGI OVERSEAS OPERATIONS
LLC, (for purposes of Section 3
only) as a Credit Support Party
WISCONSIN POWER CONSTRUCTORS,
LLC, (for purposes of Section 3
only) as a Credit Support Party
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By:
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/s/ H. ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| H. ▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Attorney in Fact | |||
S-5
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URS
CARIBE, L.L.P., (for purposes of Section 3 only) as a Credit
Support Party
By: ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Consultants, Inc.
Its: Managing Partner
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By:
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/s/ H. ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| H. ▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Attorney in Fact | |||
▇-▇
| ▇▇▇▇ ▇▇▇▇▇▇ PROPERTIES, (for purposes of Section 3 only) as a Credit Support Party | |||
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By:
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/s/ H. ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| H. ▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| President and Chief Financial Officer | |||
S-7
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D&M
CONSULTING ENGINEERS, INC., (for purposes of Section 3 only) as a
Credit Support Party
DAMES & ▇▇▇▇▇ GROUP (NY),
INC., (for purposes of Section 3 only)
as a Credit Support Party
URS
ARCHITECTURE - OREGON, INC., (for purposes of Section 3 only) as a
Credit Support Party
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By:
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/s/ H. ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| H. ▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Vice President and Chief Financial Officer | |||
S-8
| GEOTESTING SERVICES, INC., (for purposes of Section 3 only) as a Credit Support Party | |||
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By:
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/s/ H. ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| H. ▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Vice President and Chief Financial Officer | |||
S-9
| AMAN ENVIRONMENTAL CONSTRUCTION, INC., (for purposes of Section 3 only) as a Credit Support Party | |||
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||
| President and Treasurer | |||
S-10
| BANSHEE CONSTRUCTION COMPANY, INC., (for purposes of Section 3 only) as a Credit Support Party | |||
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Vice President and Treasurer | |||
S-11
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URS
ARCHITECTS/ENGINEERS, INC., (for purposes of Section 3 only) as a
Credit Support Party
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| President | |||
S-12
| URS CORPORATION ARCHITECTURE, P.C., (for purposes of Section 3 only) as a Credit Support Party | |||
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Vice President and Treasurer | |||
S-13
| URS CORPORATION DESIGN, (for purposes of Section 3 only) as a Credit Support Party | |||
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Vice President and Treasurer | |||
S-14
| RADIAN ENGINEERING, INC., (for purposes of Section 3 only) as a Credit Support Party | |||
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Vice President | |||
S-15
| URS CORPORATION SOUTHEAST, (for purposes of Section 3 only) as a Credit Support Party | |||
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
| President and Treasurer | |||
S-16
| URS-▇▇▇▇▇▇▇▇▇ ARCHITECTURE, P.C., (for purposes of Section 3 only) as a Credit Support Party | |||
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
| President | |||
S-17
| ▇▇▇▇ ▇▇▇▇▇▇▇ LOGISTICS INTERNATIONAL, INC., (for purposes of Section 3 only) as a Credit Support Party | |||
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇▇▇▇ | |||
| Vice President, Chief Financial Officer, Assistant Secretary and Assistant Treasurer | |||
S-18
LENDERS:
| ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, Individually and as Administrative Agent | |||
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Vice President | |||
S-19
| ALLIED IRISH BANK, as a Lender | |||
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Vice President | |||
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By:
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/s/ Eanna P. Mulkere | |
| Eanna P. Mulkere | |||
| Assistant Vice President | |||
S-20
| AIB DEBT MANAGEMENT LIMITED, as a Lender | |||
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Vice President and Investment Advisor to AIB Debt Management Limited | |||
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By:
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/s/ Eanna P. Mulkere | |
| Eanna P. Mulkere | |||
| Assistant Vice President and Investment Advisor to AIB Debt Management Limited | |||
S-21
| AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender | |||
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By:
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Deputy General Manager and Head of Operations and Infrastructure | |||
S-22
| BANK OF AMERICA, N.A., as a Lender | |||
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Vice President | |||
S-23
| BMO CAPITAL MARKETS, as a Lender | |||
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|
By:
|
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| Vice President | |||
S-24
| BARCLAYS BANK PLC, as a Lender | |||
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By:
|
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Associate Director | |||
S-25
| BAYERISCHE LANDESBANK, acting through its New York Branch, as a Lender | |||
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|
By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| First Vice President | |||
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|
By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Vice President | |||
| Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | |||
S-26
| BNP PARIBAS, as a Lender | |||
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By:
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/s/ Pierre-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Pierre-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Managing Director | |||
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|
By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||
| Vice President | |||
S-27
| CITIBANK N.A., as a Lender | |||
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Vice President | |||
▇-▇▇
| ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ AND GRAND CAYMAN BRANCHES, as a Lender | |||
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By:
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/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Senior Vice President and Manager | |||
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Assistant Treasurer | |||
S-29
| FIFTH THIRD, as a Lender | |||
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇ | |||
| Vice President | |||
S-30
| FIRST BANK, as a Lender | |||
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇▇▇ | |||
| Senior Vice President | |||
S-31
| FORTIS CAPITAL CORP, as a Lender | |||
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Vice President | |||
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|
By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Managing Director | |||
S-32
| HSBC BANK USA, N.A., as a Lender | |||
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By:
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/s/ ▇▇▇▇▇ ▇. Hants | |
| ▇▇▇▇▇ ▇. Hants | |||
| Senior Vice President and Commercial Executive | |||
S-33
| LA SALLE BANK, N.A., as a Lender | |||
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Vice President | |||
S-34
| MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender | |||
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Vice President | |||
S-35
| MB FINANCIAL BANK, N.A., as a Lender | |||
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Vice President | |||
S-36
| MIZUHO CORPORATE BANK, LTD., as a Lender | |||
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||
| Authorized Signatory | |||
S-37
| NATIONAL CITY BANK, as a Lender | |||
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Senior Vice President | |||
S-38
| CAPITAL ONE LEVERAGE FINANCE CORPORATION, as a Lender | |||
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By:
|
/s/ ▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇▇ ▇▇▇▇▇▇ | |||
| Vice President | |||
S-39
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK, FSB, as a Lender | |||
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By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
| Vice President – Senior Corporate Banker | |||
S-40
| THE ROYAL BANK OF SCOTLAND, PLC, as a Lender | |||
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By:
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/s/ L. ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| L. ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Senior Vice President | |||
▇-▇▇
| ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, as a Lender | |||
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By:
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/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇ | ||
| ▇▇▇▇▇▇▇▇▇ ▇▇▇ | |||
| Director | |||
S-42
| SCOTIABANC INC., as a Lender | |||
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By:
|
/s/ ▇.▇. ▇▇▇▇ | ||
| ▇.▇. ▇▇▇▇ | |||
| Managing Director | |||
S-43
| SUMITOMO MITSUMI BANKING CORPORATION, as a Lender | |||
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By:
|
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
| General Manager | |||
S-44
| SUNTRUST BANK, as a Lender | |||
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By:
|
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ | |||
| Vice President | |||
S-45
| U.S. BANK NATIONAL ASSOCIATION, as a Lender | |||
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By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |||
| Vice President | |||
S-46
| UBS LOAN FINANCE LLC, as a Lender | |||
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By:
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| ▇▇▇▇ ▇. ▇▇▇▇ | |||
| Associate Director | |||
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|
By:
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |
| ▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| Associate Director | |||
S-47
| UNION BANK OF CALIFORNIA, N.A., as a Lender | |||
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By:
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Vice President | |||
S-48
| WACHOVIA BANK, N.A., as a Lender | |||
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By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Vice President | |||
S-49
| WESTPAC BANKING CORPORATION, as a Lender | |||
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By:
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Director | |||
S-50