EXHIBIT 10.1
URS CORPORATION
SIXTH AMENDMENT
TO CREDIT AGREEMENT
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of
November 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, that certain Third
Amendment to Credit Agreement dated as of December 16, 2003, that certain Fourth
Amendment to Credit Agreement dated as of March 29, 2004 and that certain Fifth
Amendment to Credit Agreement dated as of June 4, 2004 (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;
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 adding
thereto the following definition, which shall be inserted in proper alphabetical
order:
"Stub Period" means the fiscal period of Company and its Subsidiaries
beginning November 1, 2004 and ending December 31, 2004.
B. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting each of the definitions of "Consolidated Leverage Ratio", "Fiscal
Month", "Fiscal
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Quarter", "Fiscal Year" and "Pricing Certificate" in their entirety and
substituting the following therefor, respectively:
"Consolidated Leverage Ratio" means, as at any date, the ratio of (i)
Consolidated Total Funded Debt as at such date to (ii) Consolidated EBITDA for
the consecutive twelve Fiscal Months (or, solely with respect to calculations
under subsection 2.4B(iii)(e) relating to the 14-Fiscal Month period ending
December 30, 2005, the consecutive 14 Fiscal Months) ending on such date.
"Fiscal Month" means a fiscal month of Company and its Subsidiaries ending
on the applicable date set forth on Schedule 1.1A annexed hereto.
"Fiscal Quarter" means a fiscal quarter of Company and its Subsidiaries
ending on the applicable date set forth on Schedule 1.1A annexed hereto.
"Fiscal Year" means a fiscal year of Company and its Subsidiaries ending on
the applicable date set forth on Schedule 1.1A annexed hereto.
"Pricing Certificate" means an Officer's Certificate of Company certifying
the Consolidated Leverage Ratio as at the last day of any Fiscal Quarter or the
Stub Period, as the case may be, and setting forth the calculation of such
Consolidated Leverage Ratio in reasonable detail, which Officer's Certificate
may be delivered to Administrative Agent at any time on or after the date of
delivery by Company of the Compliance Certificate with respect to the period
ending on the last day of such Fiscal Quarter or the Stub Period, as the case
may be.
1.2 Amendments to Section 2: Amounts and Terms of Commitments and Loans
A. Subsections 2.2A(i) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"(i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7,
the Revolving Loans, the Tranche A Term Loans and the Tranche B Term Loans
shall bear interest through maturity as follows:
(a) if a Base Rate Loan, then at the sum of the Base Rate plus
the Base Rate Margin set forth in the table below opposite the
Consolidated Leverage Ratio as at the last day of the twelve-Fiscal
Month period for which the applicable Pricing Certificate has been
delivered pursuant to subsection 6.1(iii); or
(b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar
Rate plus the Eurodollar Rate Margin set forth in the table below
opposite the Consolidated Leverage Ratio as at the last day of the
twelve-Fiscal Month period for which the applicable Pricing
Certificate has been delivered pursuant to subsection 6.1(iii):
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Consolidated Eurodollar Rate Base
Leverage Ratio Margin Rate Margin
-------------- --------------- ------------
Greater than
or equal to 2.25:1.00 2.25% 1.25%
Less than 2.25:1.00 2.00% 1.00%"
; provided, that during any period beginning on any date Administrative
Agent receives an Officer's Certificate from Company stating that
Company has obtained senior secured ratings for the Credit Facilities
not lower than BB from S&P and Ba2 from ▇▇▇▇▇'▇ and continuing until
Company fails to maintain such ratings, the Base Rate Margin and
Eurodollar Rate Margin in each case shall be 0.25% per annum less than
the Base Rate Margin and Eurodollar Rate Margin otherwise applicable
pursuant to this subsection 2.2A(i)."
B. Subsection 2.3A of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"A. Commitment Fees. Company agrees to pay to Administrative
Agent, for distribution to each Revolving Lender in proportion to that
Lender's Pro Rata Share of the Revolving Loan Commitments, commitment
fees for the period from and including the Closing Date to and
excluding the Revolving Loan Commitment Termination Date equal to the
average of the daily excess of the Revolving Loan Commitments over the
sum of (i) the aggregate principal amount of outstanding Revolving
Loans (excluding any Swing Line Loans) plus (ii) the Letter of Credit
Usage multiplied by a rate per annum equal to the percentage (the
"Commitment Fee Percentage") set forth in the table below opposite the
Consolidated Leverage Ratio as at the last day of the twelve-Fiscal
Month period for which the applicable Pricing Certificate has been
delivered pursuant to subsection 6.1(iii);
Consolidated Commitment Fee
Leverage Ratio Percentage
-------------- --------------
Greater than
or equal to 2.75:1.00 0.500%
Less than 2.75:1.00 0.375%
such commitment fees to be calculated on the basis of a 365/366-day
year and the actual number of days elapsed and to be payable quarterly
in arrears on the last Business Day of each January, April, July and
October of each year, commencing on the first such date to occur after
the Closing Date, and on the Revolving Loan Commitment Termination
Date; provided that until the delivery of the Pricing Certificate for
the Fiscal Quarter ending January 31, 2003, the applicable commitment
fee percentage shall be 0.50% per annum. Upon delivery of the Pricing
Certificate by Company to Administrative Agent pursuant to subsection
6.1(iii), the applicable commitment fee percentage shall automatically
be adjusted in accordance with such
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Pricing Certificate, such adjustment to become effective on the next
succeeding Business Day following the receipt by Administrative Agent
of such Pricing Certificate; provided that, if at any time a Pricing
Certificate is not delivered at the time required pursuant to
subsection 6.1(iii), from the time such Pricing Certificate was
required to be delivered until delivery of such Pricing Certificate,
the applicable commitment fee percentage shall be the maximum
percentage amount set forth above."
C. Subsection 2.4B(iii)(c), (d) and (e) of the Credit Agreement are
hereby amended by deleting them in its entirety and substituting the
following therefor, respectively:
"(c) Prepayments and Reductions Due to Issuance of Equity
Securities. On the date of receipt of the Net Securities Proceeds from the
issuance of any Capital Stock of Company or any of its Subsidiaries or any
capital contribution to Company (other than (1) issuances of Capital Stock to or
capital contributions by TCG Holdings, L.L.C., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & Associates,
L.P. or their respective Affiliates, (2) issuances of Capital Stock of Company
to directors and employees of Company and its Subsidiaries pursuant to a written
employee benefit plan maintained by Company or any of its Subsidiaries, approved
by Company's Governing Body and issuances of Capital Stock of Company pursuant
to the exercise of options or warrants issued under any such plan, (3) issuances
of Capital Stock, the Net Securities Proceeds of which are applied by Company or
its Subsidiaries to the consideration paid by Company or such Subsidiary for a
Permitted Acquisition (4) issuances of Capital Stock (other than Disqualified
Stock), the Net Securities Proceeds of which are applied by Company to Permitted
Note Repurchases as expressly permitted by subsection 7.5A(xii)), Company shall
prepay the Loans in an aggregate amount equal to (A) 50% of such Net Securities
Proceeds or (B) 25% of such Net Securities Proceeds in the event the remaining
Net Securities Proceeds are applied to redeem the Existing Subordinated Notes,
the Existing Senior Subordinated Notes or the Senior Notes as permitted by
subsections 7.5A and 7.5B and the Consolidated Leverage Ratio as at the last day
of the immediately preceding Fiscal Quarter or Stub Period, as the case may be,
is less than 2.50:1.00, 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).
(d) Prepayments and Reductions Due to Issuance of
Indebtedness. On the date of receipt of the Net Securities Proceeds from the
issuance of any Indebtedness of Company or any of its Subsidiaries after the
Closing Date (other than (1) Indebtedness permitted pursuant to subsections
7.1(i) - (xiii), (2) issuances of Indebtedness, the Net Securities Proceeds of
which are applied by Company or its Subsidiaries to the consideration paid by
Company or such Subsidiary for a Permitted Acquisition, 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
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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)), Company
shall prepay the Loans in an aggregate amount equal to 100% of such Net
Securities Proceeds; provided, that such percentage shall be reduced to 50% for
the Fiscal Quarter or Stub Period, as the case may be, immediately following any
Fiscal Quarter or Stub Period, as the case may be, for which the Consolidated
Leverage Ratio as at the last day of such Fiscal Quarter or Stub Period, as the
case may be, is less than 2.50:1.00.
(e) Prepayments and Reductions from Consolidated Excess Cash
Flow. In the event that there shall be a positive amount of Consolidated Excess
Cash Flow for the Fiscal Year ending October 31, 2004, the 14-Fiscal Month
period ending December 30, 2005 or any Fiscal Year ending thereafter, no later
than 100 days after the end of each such period, Company shall prepay the Loans
in an aggregate amount equal to (1) 75% of such Consolidated Excess Cash Flow,
minus (2) any Voluntary Prepayment Amount for such period minus (3) the
aggregate amount for such period of any repurchases or redemptions of Existing
Senior Subordinated Notes and/or Senior Notes and/or Convertible Subordinated
Notes of Company pursuant to Section 7.5A(xi) (but in the case of this subclause
(3) only to the extent the funds applied for such purpose are included in the
calculation of Consolidated EBITDA); provided, that the percentage in subclause
(1) above shall be reduced to 50% of Consolidated Excess Cash Flow for any such
period for which the Consolidated Leverage Ratio as at the last day of such
period is less than 2.50:1.00."
1.3 Amendments to Section 6: Company's Affirmative Covenants
A. Subsection 6.1(i) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:
"(i) Company Quarterly and Stub Period Financials: (a) as soon as available
and in any event within 55 days after the end of each of the first three Fiscal
Quarters of each Fiscal Year and the Stub Period, the consolidated balance sheet
of Company and its Subsidiaries as at the end of such Fiscal Quarter or the Stub
Period, as the case may be, and the related consolidated statements of income
and cash flows of Company and its Subsidiaries for such Fiscal Quarter or the
Stub Period, as the case may be, and for the period from the beginning of the
then current Fiscal Year to the end of such Fiscal Quarter (or, in the case of
the Stub Period, for the period from December 27, 2003 to the end of the Stub
Period), setting forth in each case in comparative form the corresponding
figures for the corresponding periods of the previous year, all in reasonable
detail and certified by the chief financial officer of Company that they fairly
present, in all material respects, the financial condition of Company and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated, subject to changes resulting from
audit and normal year-end adjustments, and (b) as soon as available and in any
event within 90 days after the end of each Fiscal Quarter or the Stub Period, as
the case may be, a summary of such consolidated statements setting forth in
comparative form the corresponding figures from the Financial Plan for the
current Fiscal Year or the Stub Period, as the case may be, and a narrative
report describing the operations of Company and its Subsidiaries in each
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case in the form prepared for presentation to the Governing Body of Company for
such Fiscal Quarter or the Stub Period, as the case may be, and for the period
from the beginning of the then current Fiscal Year to the end of such Fiscal
Quarter (or, in the case of the Stub Period, for the period from December 27,
2003 to the end of the Stub Period)."
B. Subsection 6.1(iii) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"(iii) Officer's Compliance and Pricing Certificates: together with each
delivery of financial statements of Company and its Subsidiaries pursuant to
subdivisions (i) and (ii) above, (a) an Officer's Certificate of Company stating
that the signers have reviewed the terms of this Agreement and have made, or
caused to be made under their supervision, a review in reasonable detail of the
transactions and condition of Company and its Subsidiaries during the accounting
period covered by such financial statements and that such review has not
disclosed the existence during or at the end of such accounting period, and that
the signers do not have knowledge of the existence as at the date of such
Officer's Certificate, of any condition or event that constitutes an Event of
Default or Potential Event of Default, or, if any such condition or event
existed or exists, specifying the nature and period of existence thereof and
what action Company has taken, is taking and proposes to take with respect
thereto; and (b) a Compliance Certificate demonstrating in reasonable detail
compliance during and at the end of the applicable accounting periods with the
restrictions contained in subsections 7.1(iv), (x), (xi), (xii) and (xiii),
7.2A(viii), 7.3(ix), (xii) and (xiii), 7.4(x), 7.6, and 7.8, in each case to the
extent compliance with such restrictions is required to be tested at the end of
the applicable accounting period; in addition, on or before the 55th day
following the end of each Fiscal Quarter or the Stub Period, as the case may be,
a Pricing Certificate demonstrating in reasonable detail the calculation of the
Consolidated Leverage Ratio as at the last day of the twelve-Fiscal Month period
then ended;"
1.4 Amendments to Section 7: Company's Negative Covenants
A. Subsection 7.1(x) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:
"(x) Foreign Subsidiaries may become and remain liable with respect to
Indebtedness to Persons other than Company or any of its Subsidiaries in an
aggregate principal amount (including the amount of any such Indebtedness listed
on Schedule 7.1 of the Company Disclosure Letter) not to exceed $44,100,000 at
any time outstanding; provided that such amount shall be increased by 5% as of
the last day of each Fiscal Year, commencing with the Fiscal Year ending
December 30, 2005;"
B. Subsection 7.1(xi) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:
"(xi) Company and its Domestic Subsidiaries (other than Inactive
Subsidiaries) may remain liable with respect to Capital Leases listed on
Schedule 7.1 of the Company Disclosure Letter and may become and remain liable
with respect to additional Capital Leases in an aggregate principal amount not
to exceed (a) $25,000,000 in any Fiscal Year, provided
6
that such amount shall be increased by $5,000,000 for each Fiscal Year,
commencing with the Fiscal Year ending December 30, 2005 or (b) $25,000,000 in
the 14-Fiscal Month period ending December 31, 2004;"
C. Subsection 7.1(xiii) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"(xiii) Company and its Domestic Subsidiaries (other than Inactive
Subsidiaries) may become and remain liable with respect to other Indebtedness to
Persons other than Company or any of its Subsidiaries in an aggregate principal
amount not to exceed $30,250,000 at any time outstanding; provided that such
amount shall be increased by 10% as of the last day of each Fiscal Year,
commencing with the Fiscal Year ending December 30, 2005; and"
D. Subsection 7.1(xiv) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"(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 at the last day of the immediately preceding
Fiscal Quarter or Stub Period, as the case may be (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 or Stub
Period, as the case may be) 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."
E. Subsection 7.3(ix) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:
"(ix) Company and its Subsidiaries may acquire assets (including Capital
Stock and including Capital Stock of Subsidiaries formed in connection with any
such acquisition) of any Person in the same or similar line of business as
Company and having positive EBITDA for the most recently ended twelve-month
period (calculated, as applicable, in accordance with the definition of
"Consolidated EBITDA" herein, or such other definition of EBITDA as may be
reasonably acceptable to Administrative Agent), (a) through the issuance of
Capital Stock of Company, (b) with Cash, provided that the aggregate Cash
portion of the purchase price of all such acquisitions does not exceed (1)
$25,000,000 in the aggregate or (2) $50,000,000 in the aggregate in the event
that the ratio of all secured Indebtedness of Company and its Subsidiaries on a
consolidated basis to Consolidated EBITDA for the twelve-Fiscal Month period
ended as of the most recently ended Fiscal Quarter or Stub Period, as the case
may be, is less than 1.50 to 1.0, (c) with the proceeds of not more than
$200,000,000 of Subordinated Indebtedness of Company or (d) with any combination
of (a) through (c); provided that (1)(A) after giving effect to such
acquisition, at least $75,000,000 is available in Revolving Loan Commitments,
(B) any such Subordinated Indebtedness is unsecured and has no mandatory payment
of principal for at least one year after the maturity
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of the Tranche B Term Loans, and (C) the documentation for any such indebtedness
contains subordination provisions that are standard in the market for publicly
traded or privately held subordinated debt securities at the time of issuance
thereof or such other subordination provisions as may be reasonably acceptable
to Administrative Agent, and contains such other terms and conditions as are
reasonably satisfactory to Administrative Agent, and (D) after giving effect to
the incurrence of any such Subordinated Indebtedness, no Event of Default or
Potential Event of Default shall have occurred or be continuing and the pro
forma Consolidated Leverage Ratio (after giving effect to such acquisition) is
less than the maximum Consolidated Leverage Ratio permitted as at the end of the
most recently ended Fiscal Quarter or Stub Period, as the case may be, minus
0.25 or (2) Requisite Lenders consent thereto (each a "Permitted Acquisition");"
F. Subsection 7.3(xiii) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"(xiii) Company and its Subsidiaries (other than Inactive Subsidiaries) may
make and own other Investments in an aggregate amount not to exceed $25,000,000
at any time; provided that such amount shall be increased to $35,000,000 as of
the earliest of the following dates as at which the Consolidated Leverage Ratio
is less than 3.00:1.00: (a) October 31, 2004, (b) December 31, 2004 and (c) the
last day of any Fiscal Year ending on or after December 30, 2005."
G. Subsection 7.4(x) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:
"(x) Company and its Subsidiaries (other than Inactive Subsidiaries) may
become and remain liable with respect to other Contingent Obligations; provided
that the maximum aggregate liability, contingent or otherwise, of Company and
its Subsidiaries in respect of all such other Contingent Obligations shall at no
time exceed $10,000,000; provided that such amount shall be increased to
$20,000,000 as of the earliest of the following dates as at which the
Consolidated Leverage Ratio is less than 3.00:1.00: (a) October 31, 2004, (b)
December 31, 2004 and (c) the last day of any Fiscal Year ending on or after
December 30, 2005."
H. Subsection 7.5A(x) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:
"(x) Company may purchase shares of Capital Stock of Company and any
warrants or other rights with respect to the Capital Stock of Company from (a)
its employees, by net exercise or otherwise, pursuant to the terms of any
employee stock option, restricted stock or incentive stock plan, and (b) its
officers and directors, in an aggregate amount not to exceed $10,000,000 in any
Fiscal Year (or in the 14-Fiscal Month period ending December 31, 2004);"
I. Subsection 7.5A(xiii) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"(xiii) during (a) the Fiscal Year ending October 31, 2004, (b) the
14-Fiscal Month period ending December 30, 2005 and (c) each Fiscal Year ending
on or after December 29,
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2006, Company may repurchase or redeem Existing Senior Subordinated Notes and/or
Senior Notes and/or Convertible Subordinated Notes (any such redemption being
made in accordance with the terms of the Existing Senior Subordinated Indenture,
the Senior Indenture and/or the Convertible Subordinated Note Indenture,
respectively) in an amount equal to 25% of Consolidated Excess Cash Flow for
such period (the "Maximum Repurchase Amount"); provided that the Consolidated
Leverage Ratio as at the last day of the most recently completed Fiscal Quarter
or Stub Period, as the case may be, after giving effect to the proposed
repurchase or redemption and any other repurchases or redemptions previously
consummated during the current Fiscal Quarter or Stub Period, as the case may
be, as though they had occurred on the last day of the most recently completed
Fiscal Quarter or Stub Period, as the case may be, is less than 3:00 to 1:00;
provided further that (1) such percentage shall be increased to 50% of
Consolidated Excess Cash Flow during any such Fiscal Year or such 14-Fiscal
Month period, as the case may be, for which the Consolidated Leverage Ratio as
at the end of such period is less than 2:50 to 1:00, and (2) the Maximum
Repurchase Amount for any such Fiscal Year or such 14-Fiscal Month period, as
the case may be, shall be increased by an amount equal to the excess, if any, of
the Maximum Repurchase Amount for the previous Fiscal Year or such previous
14-Fiscal Month period, as the case may be (without giving effect to any
adjustment in accordance with subclause (2) of this proviso, and solely to the
extent that such previous Fiscal Year or such previous 14-Fiscal Month period,
as the case may be, ended on or after October 31, 2004) over the actual amount
applied to repurchases or redemptions during such previous Fiscal Year or such
previous 14-Fiscal Month period, as the case may be; and"
J. Subsection 7.5A(xiv) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"(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 at
the last day of the immediately preceding Fiscal Quarter or Stub Period, as the
case may be (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 or Stub Period, as the case may be) 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."
K. Subsection 7.6 of the Credit Agreement is hereby amended by deleting it
in its entirety and substituting the following therefor:
"A. Minimum Consolidated Fixed Charge Coverage Ratio. Company shall not
permit the ratio of (i) Consolidated EBITDA minus Consolidated Capital
Expenditures to (ii) Consolidated Fixed Charges (a) for each of the
twelve-Fiscal Month periods ending on October 31, 2004, December 31, 2004, April
1, 2005, July 1, 2005 and September 30, 2005
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to be less than 1.20:1.00 and (b) for any four-Fiscal Quarter period ending
during any of the periods set forth below to be less than the correlative ratio
indicated:
Minimum Consolidated
Period Fixed Charge Coverage Ratio
------- ---------------------------
October 1, 2005 through September 28, 2007 1.20:1.00
September 29, 2007 and thereafter 1.05:1.00
B. Maximum Consolidated Leverage Ratio. Company shall not permit the
Consolidated Leverage Ratio as at (i) October 31, 2004 to exceed 3.60:1.00, (ii)
December 31, 2004 to exceed 3.50:1.00 and (iii) the last day of any Fiscal
Quarter ending during any of the periods set forth below to exceed the
correlative ratio indicated:
Period Maximum Consolidated Leverage Ratio
------- -----------------------------------
January 1, 2005 through April 1, 2005 3.50:1.00
April 2, 2005 through September 30, 2005 3.25:1.00
October 1, 2005 and thereafter 3.00:1.00
C. Minimum Consolidated Current Ratio. Company shall not permit the ratio
of Consolidated Current Assets to Consolidated Current Liabilities as of (i)
October 31, 2004, (ii) December 31, 2004 or (iii) the last day of any Fiscal
Quarter ending on or after April 1, 2005, in each case to be less than 1.50 to
1.00."
L. Subsection 7.7(iv) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:
"(iv) Company and its Subsidiaries may make Asset Sales of assets having a
fair market value not in excess of $20,000,000 during any Fiscal Year or during
the twelve-Fiscal Month period ending December 31, 2004, provided that (a) the
consideration received for such assets shall be in an amount at least equal to
the fair market value thereof and shall be Cash or non-Cash consideration
permitted by subsection 7.3(xi); and (b) the proceeds of such Asset Sales shall
be applied as required by subsection 2.4B(iii)(a);"
M. Subsection 7.8 of the Credit Agreement is hereby amended by deleting it
in its entirety and substituting the following therefor:
"7.8 Consolidated Capital Expenditures.
Company shall not, and shall not permit its Subsidiaries to, make or incur
Consolidated Capital Expenditures in (i) the Fiscal Year ending October 31,
2004, (ii) the 14-Fiscal Month period ending December 30, 2005 or (iii) any
Fiscal Year ending on or after December 29, 2006, in an aggregate amount in
excess of $50,000,000 (the "Maximum Consolidated Capital Expenditures Amount");
provided that the Maximum Consolidated Capital Expenditures Amount for any such
period shall be increased by an amount equal to
10
100% of the excess, if any, of the Maximum Consolidated Capital Expenditures
Amount for the previous such period (without giving effect to any adjustment in
accordance with this proviso) over the actual amount of Consolidated Capital
Expenditures for such previous period.
N. Subsection 7.9 of the Credit Agreement is hereby amended by deleting it
in its entirety and substituting the following therefor:
"7.9 Sales and Lease-Backs.
Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a guarantor or
other surety with respect to any lease, whether an Operating Lease or a Capital
Lease, of any property (whether real, personal or mixed), whether now owned or
hereafter acquired, (i) that Company or any of its Subsidiaries has sold or
transferred or is to sell or transfer to any other Person (other than Company or
any of its Subsidiaries) or (ii) that Company or any of its Subsidiaries intends
to use for substantially that same purpose as any other property that has been
or is to be sold or transferred by Company or any of its Subsidiaries to any
Person (other than Company or any of its Subsidiaries) in connection with such
lease, except to the extent that the aggregate value of all property so sold or
transferred after the Closing Date does not exceed $20,000,000."
O. Subsection 7.13 of the Credit Agreement is hereby amended by deleting it
in its entirety and substituting the following therefor:
"7.13 Fiscal Year.
Company shall not change any Fiscal Year-end from that set forth on
Schedule 1.1A annexed hereto."
1.5 Schedule 1.1A. The Credit Agreement is hereby amended by adding thereto
Schedule 1.1A in the form of Schedule 1.1A annexed to this Amendment.
1.6 Exhibit VIII: Form of Compliance Certificate. The Credit Agreement is
hereby amended by deleting said Exhibit VIII in its entirety and substituting in
place thereof a new Exhibit VIII in the form of Exhibit VIII to this Amendment.
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 "Sixth
Amendment Effective Date"):
A. Company shall deliver to Lenders (or to Administrative
Agent for Lenders) executed copies of this Amendment.
B. Requisite Lenders shall have executed this Amendment.
11
C. Company's board of directors shall approve Company's proposed
change in Fiscal Year.
D. All other 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
12
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 Sixth 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
13
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
Section 5. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each guarantor listed on the signature pages hereof ("Subsidiary
Guarantors") hereby acknowledges that it has read this Amendment and consents to
the terms thereof, and hereby confirms and agrees that, notwithstanding the
effectiveness of this Amendment, the obligations of each Subsidiary Guarantor
under its applicable Subsidiary Guaranty shall not be impaired or affected and
the applicable Subsidiary Guaranty is, and shall continue to be, in full force
and effect and is hereby confirmed and ratified in all respects. Each Subsidiary
Guarantor further agrees that nothing in the Credit Agreement, this Amendment or
any other Loan Document shall be deemed to require the consent of such
Subsidiary Guarantor to any future amendment to the Credit Agreement.
[Remainder of page intentionally left blank]
14
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
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. ▇▇▇▇▇▇▇ ▇▇▇
-------------------------------------
Title: Director
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Title: Associate
AMAN ENVIRONMENTAL
CONSTRUCTION, INC., a California
Corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
Title: Executive Vice President
and Chief Financial Officer
BANSHEE CONSTRUCTION COMPANY
INC., a California corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------------
Title: Vice President and Treasurer
CLEVELAND WRECKING COMPANY, a
California corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Title: Vice President and Treasurer
RADIAN INTERNATIONAL LLC, a
Delaware limited liability company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title: Vice President and Treasurer
SIGNET TESTING LABORATORIES, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Vice President and Treasurer
URS CONSTRUCTION SERVICES, INC., a
Florida corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Executive Vice President and Chief
Financial Officer
URS CORPORATION, a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title: Vice President and Treasurer
URS CORPORATION GREAT LAKES, a
Michigan corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Executive Vice President and Chief
Financial Officer
URS CORPORATION-MARYLAND, a
Maryland corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title: Vice President and Treasurer
URS CORPORATION-OHIO, an Ohio
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title: Vice President and Treasurer
URS CORPORATION SOUTHERN, a
California corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title: Vice President and Treasurer
URS GROUP, INC., a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title: Vice President and Assistant Treasurer
URS OPERATING SERVICES, INC., a
Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
Title: Vice President and Controller
URS HOLDINGS, INC., a Delaware
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title: Vice President and Treasurer
URS INTERNATIONAL INC., a Delaware
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title: Vice President and Treasurer
▇▇▇▇ ▇▇▇▇▇▇▇ SERVICES, INC., a
Delaware corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Executive Vice President
EG&G DEFENSE MATERIALS, INC., a
Utah Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------
Titel: Vice President, Chief Financial Officer
and Assistant Treasurer
EG&G TECHNICAL SERVICES, INC., a
Delaware corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Executive Vice President
D&M CONSULTING ENGINEERS, INC., a Delaware
corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Executive Vice President and Chief
Financial Officer
E.C. DRIVER & ASSOCIATES, INC., a
Florida corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Executive Vice President and Chief
Financial Officer
▇▇▇▇ ▇▇▇▇▇▇▇ LOGISTICS
INTERNATIONAL, INC., a Delaware
corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Executive Vice President
RADIAN ENGINEERING, INC., a New York
corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Executive Vice President.
Chief Financial Officer and Secretary
URS CORPORATION AES., a Connecticut
corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Executive Vice President and Chief
Financial Officer
URS CORPORATION ARCHITECTURE-
NC, P.C., a North Carolina corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Executive Vice President and Chief
Financial Officer
URS CORPORATION-NEW YORK, a New
York corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Executive Vice President and Chief
Financial Officer
URS RESOURCES, LLC, a Delaware limited
liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Attorney-in-fact
ARUM CLO 2002-LTD.
By: Columbia management Advisors, Inc, as
investment manager.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Vice President
BANK LEUMI USA, as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇ Hong
--------------------------------------
Title: Vice President
BANK OF AMERICA, N.A., as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Title: Senior Vice President
BNP PARIBAS, as a Lender
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Title: Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
DENALI CAPITAL LLC, managing member
of DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO I, LTD., or an affiliate
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Title: Vice President
DENALI CAPITAL LLC, managing member
of DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO II, LTD., or an
affiliate
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Title: Vice President
DENALI CAPITAL LLC, managing member
of DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO III, LTD., or an
affiliate
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Title: Vice President
ERSTE BANK DER
OESTERREICHISCHEN SPARKASSEN
AG, as a Lender
By: /s/ ▇▇▇▇ ▇▇▇
--------------------------------------
Title: Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Title: First Vice President
FLAGSHIP CAPITAL CLO III
By: flagship Capital Management, Inc., as a
Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Director
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Title: Duly Authorized Signatory
▇▇▇▇▇▇ TRUST & SAVINGS BANK,B as a
Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Title: Vice President
IKB CAPITAL CORPORATION, as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title: President
NATIONAL CITY BANK, as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Title: Account Officer
NORTH FORK BUSINESS CAPITAL
CORP., as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Senior Vice President-Bank Loan
Manager
THE ROYAL BANK OF SCOTLAND PLC,
as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title: Vice President
SRF 2000, INC., as a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Title: Assistant Vice President
STANWICH LOAN FUNDING LLC, as a
Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Title: Assistant Vice President
TORONTO DOMINION (New York), INC.,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title: Authorized Agent
TRANSAMERICA BUSINESS CAPITAL
CORPORATION, as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Title: Duly Authorized Signatory
TRUMBULL THC, LTD., as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Title: As Attorney-in-Fact
UNION BANK OF CALIFORNIA, N.A., as a
Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Title: Vice President
WACHOVIA BANK, N.A., as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title: Vice President
▇▇▇▇▇ FARGO BANK, N.A., as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
Title: Senior vice President
WHITNEY PRIVATE DEBT FUND L.P., as
a Lender
By: /s/ ▇▇▇▇▇ ▇. Curlby
--------------------------------------
Title: Authorized Signatory