exv10w1



 






Exhibit 10.1




2,000,000 Shares




URS CORPORATION




COMMON STOCK, PAR VALUE $0.01 PER SHARE




UNDERWRITING AGREEMENT




January 18, 2005




 









 








                  January 18, 2005




Merrill Lynch, Pierce, Fenner & Smith
                   Incorporated




World Financial Center

North Tower

New York, New York 10281-1201
 


Dear Sirs and Mesdames:




     Certain shareholders of URS Corporation, a Delaware corporation (the “Company”), named in
Schedule I hereto (each, a “Selling Shareholder” and, collectively, the “Selling Shareholders”)
severally propose to sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”)
an aggregate of 2,000,000 shares of the common stock, par value $0.01 per share, of the Company
(the “Firm Shares”), each Selling Shareholder selling the amount set forth opposite such Selling
Shareholder’s name in Schedule I hereto.



     The Selling Shareholders also propose to sell to the Underwriter not more than an additional
300,000 shares of the common stock, par value $0.01 per share, of the Company (the “Additional
Shares”), if and to the extent that you shall have determined to exercise the right to purchase
such shares of common stock granted to the Underwriter in Section 3 hereof. The Firm Shares and
the Additional Shares are hereinafter collectively referred to as the “Shares”. The shares of
common stock, par value $0.01 per share, of the Company are hereinafter referred to as the “Common
Stock”.



     The Company has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-3 (No. 333-112216), including a prospectus, relating to the Shares
and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations
of the Commission under the Securities Act (the “Securities Act Regulations”), and has filed with,
or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the
Commission (i) a prospectus supplement (the “Prospectus Supplement”) specifically relating to the
Shares pursuant to Rule 424 under the Securities Act of 1933, as
amended (the “Securities Act”),
and (ii) a related prospectus dated March 1, 2004 (the “Base Prospectus”). Such registration
statement has been declared effective by the Commission. Such registration statement, as amended
to the date hereof, is referred to herein as the
“Registration Statement”; and the Base Prospectus
and the Prospectus Supplement, in the form first used to confirm sales of the Shares, are
collectively referred to herein as the “Prospectus”; provided, however, that all references to the
“Registration Statement” and the “Prospectus” shall also be deemed to include all documents
incorporated therein by reference pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). If the Company has filed an abbreviated registration statement to register
additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462
Registration Statement”), then any reference herein to the term “Registration Statement” shall be
deemed to include such Rule 462 Registration Statement.



     1. Representations and Warranties of the Company. The Company represents and warrants to and
agrees with each of the Underwriters that:



1









 






     (a) The Registration Statement has become effective; no stop order suspending the
effectiveness of the Registration Statement is in effect, and no proceedings for such
purpose are pending before or threatened by the Commission.




     (b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act, and
incorporated by reference in the Prospectus complied or will comply when so filed in all
material respects with the Exchange Act and the applicable rules and regulations of the
Commission thereunder, (ii) the Registration Statement, when it became effective and when
the Company’s most recent Annual Report on Form 10-K was filed with the Commission, did not
contain and, as amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (iii) the Registration Statement
and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all
material respects with the Securities Act and the applicable Securities Act Regulations and
(iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading, except that the representations and warranties set forth in this
paragraph do not apply to statements or omissions in the Registration Statement or the
Prospectus based upon information relating to the Underwriter furnished to the Company in
writing by the Underwriter through you expressly for use therein.




     (c) The Company has been duly incorporated, is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation, has the corporate
power and authority to own its property and to conduct its business as described in the
Prospectus and is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so qualified or be
in good standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.




     (d) Each subsidiary of the Company has been duly incorporated or formed, is validly
existing as a corporation in good standing under the laws of the jurisdiction of its
incorporation or formation, has the corporate or limited liability company power and
authority to own its property and to conduct its business as described in the Prospectus and
is duly qualified to transact business and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and its subsidiaries, taken
as a whole; all of the issued shares of capital stock of each subsidiary of the Company that
is a corporation and all of the issued limited liability company interests of each
subsidiary that is a limited liability company have been duly and validly authorized and
issued, are fully paid and non-assessable and are owned directly or beneficially by the
Company or through wholly owned subsidiaries of the Company, free and clear of all liens,
encumbrances, equities or claims (except in each case as disclosed in the Prospectus).



2









 






     (e) This Agreement has been duly authorized, executed and delivered by the Company.




     (f) The authorized capital stock of the Company conforms as to legal matters to the
description thereof contained in the Prospectus.




     (g) The outstanding shares of Common Stock (including the Shares to be sold by the
Selling Shareholders) have been duly authorized and are validly issued, fully paid and
non-assessable.




     (h) The execution and delivery by the Company of, and the performance by the Company of
its obligations under, this Agreement will not contravene any provision of applicable law or
the certificate of incorporation or by-laws of the Company or any agreement or other
instrument binding upon the Company or any of its subsidiaries that is material to the
Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or any subsidiary,
and no consent, approval, authorization or order of, or qualification with, any governmental
body or agency is required for the performance by the Company of its obligations under this
Agreement, except such as may be required by the securities or Blue Sky laws of the various
states in connection with the offer and sale of the Shares.




     (i) There has not occurred any material adverse change, or any development involving a
prospective material adverse change, in the condition, financial or otherwise, or in the
earnings, business or operations of the Company and its subsidiaries, taken as a whole, from
that set forth in the Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement).




     (j) There are no legal or governmental proceedings pending or threatened to which the
Company or any of its subsidiaries is a party or to which any of the properties of the
Company or any of its subsidiaries is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described or any statutes,
regulations, contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to the Registration
Statement that are not described or filed as required or described in a document
incorporated by reference into the Registration Statement.




     (k) Each preliminary prospectus or preliminary prospectus supplement filed as part of
the Registration Statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act, complied when so filed in all material
respects with the Securities Act and the Securities Act Regulations.




     (l) The Company is not, and after giving effect to the offering and sale of the Shares
and the application of the proceeds thereof as described in the Prospectus will not be,
required to register as an “investment company” as such term is defined in the Investment
Company Act of 1940, as amended.




     (m) Except as disclosed in the Prospectus, the Company and its subsidiaries (i) are in
compliance with any and all applicable foreign, federal, state and local laws and



3









 






regulations relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”),
(ii) have received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses and (iii) are in
compliance with all terms and conditions of any such permit, license or approval, except
where such noncompliance with Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and conditions of such
permits, licenses or approvals would not, singly or in the aggregate, reasonably be expected
to have a material adverse effect on the Company and its subsidiaries, taken as a whole.




     (n) Except as disclosed in the Prospectus, there are no costs or liabilities associated
with Environmental Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with Environmental
Laws or any permit, license or approval, any related constraints on operating activities and
any potential liabilities to third parties) which would, singly or in the aggregate,
reasonably be expected to have a material adverse effect on the Company and its
subsidiaries, taken as a whole.




     (o) Except for the Registration Rights Agreement dated as of August 22, 2002 (the
“Registration Rights Agreement”), by and among the Company, Blum Strategic Partners, L.P.,
Blum Capital Partners, L.P., Carlyle-EG&G, L.L.C. and EG&G Technical Services Holdings,
L.L.C., there are no contracts, agreements or understandings between the Company and any
person granting such person the right to require the Company to file a registration
statement under the Securities Act with respect to any securities of the Company or to
require the Company to include such securities with the Shares registered pursuant to the
Registration Statement.




     (p) The Company and each of its subsidiaries (i) have all necessary consents,
authorizations, approvals, orders, certificates and permits of and from, and have made all
declarations and filings with, all federal, state, local and other governmental,
administrative or regulatory authorities, all self-regulatory organizations and all courts
and other tribunals, to own, lease, license and use their respective properties and assets
and to conduct their respective businesses in the manner described in the Prospectus, except
to the extent that the failure to obtain such consents, authorizations, approvals, orders,
certificates and permits or make such declarations and filings would not have a material
adverse effect on the Company and its subsidiaries, taken as a whole, and (ii) have not
received any notice of proceedings relating to revocation or modification of any such
consent, authorization, approval, order, certificate or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would have a
material adverse effect on the Company and its subsidiaries, taken as a whole, except as
described in the Prospectus.




     (q) No material labor dispute exists with the employees of the Company or any of its
subsidiaries, except as described in or contemplated by the Prospectus, or, to the Company’s
knowledge, is imminent; and the Company is not aware of any existing, threatened or imminent
labor disturbance by the employees of any of its principal



4









 






suppliers, manufacturers or contractors that could have a material adverse effect on
the Company and its subsidiaries, taken as a whole.




     (r) The Company and its subsidiaries have good and marketable title in fee simple to
all real property and good and marketable title to all personal property owned by them which
is material to their respective businesses, in each case free and clear of all liens,
encumbrances and defects, except such as (i) are described in the Prospectus, (ii) do not
materially affect the value of such property or (iii) do not interfere with the use made and
proposed to be made of such property by them; and any real property and buildings held under
lease by them are held under valid, subsisting and enforceable leases with such exceptions
as are not material and do not materially interfere with the use made and proposed to be
made of such property and buildings by them, in each case except as described in the
Prospectus.




     (s) Each of the Company and its subsidiaries own, possess or can acquire on reasonable
terms, adequate trademarks, trade names and other rights to inventions, know-how, patents,
copyrights, confidential information and other intellectual property (collectively,
“intellectual property rights”) necessary to conduct the business now operated by them, or
presently employed by them, and have not received any notice of infringement of or conflict
with asserted rights of others with respect to any intellectual property rights that, if
determined adversely to the Company or any of its subsidiaries would individually or in the
aggregate reasonably be expected to have a material adverse effect on the Company and its
subsidiaries, taken as a whole.




     (t) URS Holdings, Inc., a Delaware corporation (“URS Holdings”); EG&G Technical
Services, a Delaware corporation (“EG&G”); URS Corporation, a Nevada corporation (“URS
Nevada”); and URS Corporation-New York, a New York corporation (“URS New York”) are the only
significant subsidiaries of the Company (calculated on a basis consistent with the term
“significant subsidiary” as defined under Regulation S-X promulgated under the Securities
Act for the period ended October 31, 2004).




     (u) The financial statements and related notes included in the Registration Statement
and Prospectus present fairly the financial position of the Company and its consolidated
subsidiaries as of the dates shown and their results of operations and cash flows for the
periods shown, and such financial statements and the notes thereto have been prepared in
conformity with generally accepted accounting principles in the United States applied on a
consistent basis except as disclosed therein.




     (v) The Company and its subsidiaries maintain systems of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance
with management’s general or specific authorizations; (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability; (iii) access to assets
is permitted only in accordance with management’s general or specific authorization; and
(iv) the recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any differences.



5









 





     There is and has been no failure on the part of the Company or any of the Company’s directors
or officers, in their capacities as such, to comply with Section 402 (related to loans) and
Sections 302 and 906 (related to certifications) of the Sarbanes-Oxley Act of 2002 (the
“Sarbanes-Oxley Act”) and the rules and regulations promulgated in connection therewith (the
“Sarbanes-Oxley Regulations”), nor has there been any failure on the part of the Company or any of
the Company’s directors or officers, in their capacities as such, to comply with any other
provision of the Sarbanes-Oxley Act or the Sarbanes-Oxley Regulations.



     2. Representations and Warranties of the Selling Shareholders. Each Selling Shareholder,
severally and not jointly, represents and warrants to and agrees with the Underwriter that:




     (a) This Agreement has been duly authorized, executed and delivered by or on behalf of
such Selling Shareholder.




     (b) The execution and delivery by such Selling Shareholder of, and the performance by
such Selling Shareholder of its obligations under, this Agreement will not contravene any
provision of applicable law, or the partnership agreement of such Selling Shareholder (if
such Selling Shareholder is a partnership), or the organizational documents of such Selling
Shareholder (if such Selling Shareholder is not a partnership) or any agreement or other
instrument binding upon such Selling Shareholder or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over such Selling Shareholder, except
for any contraventions of an agreement, instrument, judgment, order or decree which would
not, individually or in the aggregate, adversely affect such Selling Shareholder’s ability
to fulfill its obligations under and consummate the transactions contemplated by this
Agreement or result in the creation or imposition of any security interest, lien or other
encumbrance on any of the Shares being sold by such Selling Shareholder under this
Agreement; and no consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by such Selling Shareholder of
its obligations under this Agreement, except such as have been obtained or may be required
by the securities or Blue Sky laws of the various states in connection with the offer and
sale of the Shares.




     (c) Such Selling Shareholder has, and on the Closing Date will have, valid title to, or
a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform
Commercial Code (the “New York UCC”) in respect of, the Shares to be sold by such Selling
Shareholder free and clear of all security interests, claims, liens, equities or other
encumbrances and the legal right and power, and all authorization and approval required by
law, to enter into this Agreement, and to sell, transfer and deliver the Shares to be sold
by such Selling Shareholder or a security entitlement in respect of such Shares.




     (d) Upon (i) the payment for the Shares to be sold by such Selling Shareholder pursuant
to this Agreement, (ii) delivery of such Shares, as directed by the Underwriter, to Cede &
Co. or such other nominee as may be designated by The Depository Trust Company (“DTC”),
(iii) registration of such Shares in the name of DTC or its nominee, and DTC or another
person on behalf of DTC maintaining possession of



6









 






certificates representing such Shares and (iv) DTC indicating by book entries on its
books that security entitlements with respect to such Shares have been credited to the
Underwriter’s securities accounts, the Underwriter will acquire a security entitlement with
respect to such Shares and no action based on an adverse claim (as defined in Section 8-102
of the New York UCC) may be asserted against the Underwriter (assuming that (A) the
Underwriter is purchasing such Shares without notice of any adverse claim, (B) DTC is a
“securities intermediary” as defined in Section 8-102 of the New York UCC and (C) the State
of New York is the “security intermediary’s jurisdiction” of DTC for purposes of Section
8-110 of the New York UCC).




     (e) (i) The Registration Statement, when it became effective, did not contain and, as
amended or supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (ii) the Prospectus does not contain and, as amended
or supplemented, if applicable, will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the representations
and warranties set forth in this paragraph 2(e) only apply to statements in or omissions
from the Registration Statement or the Prospectus based upon information relating to such
Selling Shareholder furnished to the Company in writing by such Selling Shareholder
specifically for use therein, it being understood and agreed that the only such information
furnished to the Company by such Selling Shareholder consists of the name of such Selling
Shareholder, the number of Firm Shares to be offered by such Selling Shareholder and the
address and other information with respect to such Selling Shareholder (excluding any
percentages), which appear under the caption “Principal and Selling Shareholders” in the
Prospectus (the information so furnished in writing being hereinafter called, collectively,
the “Selling Shareholder Information”).



     3. Agreements to Sell and Purchase. Each Selling Shareholder, severally and not jointly,
hereby agrees to sell to the Underwriter, and the Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions hereinafter stated,
agrees to purchase from such Selling Shareholder at $28.76 a share (the “Purchase Price”) the
number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder.



     On the basis of the representations and warranties contained in this Agreement, and subject to
its terms and conditions, each Selling Shareholder, severally and not jointly, agrees to sell to
the Underwriter the number of Additional Shares set forth in Schedule I hereto opposite the name of
such Selling Shareholder, and the Underwriter shall have the right to purchase up to 300,000
Additional Shares at the Purchase Price. You may exercise this right in whole or from time to time
in part by giving written notice of each election to exercise the option not later than 30 days
after the date of this Agreement. Any exercise notice shall specify the number of Additional
Shares to be purchased by the Underwriter and the date on which such shares are to be purchased.
Each purchase date (an “Option Closing Date”) must be at least two business days after the written
notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten
business days after the date of such notice. Additional Shares may be



7









 





purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments
made in connection with the offering of the Firm Shares.




     Each Selling Shareholder hereby agrees that, without the prior written consent of the
Underwriter, it will not, during the period ending 90 days after the date of the Prospectus, (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.



     The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be
sold hereunder, (B) transactions by any Selling Shareholder relating to shares of Common Stock or
other securities acquired in open market transactions after the completion of the offering of the
Shares; (C) transfers of shares of Common Stock or any security convertible into or exercisable or
exchangeable for Common Stock as a bona fide gift or gifts; (D) transfers or distributions of
shares of Common Stock or any security convertible into or exercisable or exchangeable for Common
Stock by a Selling Shareholder to such Selling Shareholder’s affiliates (as defined in Rule 405
under the Securities Act); (E) in the case of any Selling Shareholder that is a partnership,
corporation or limited liability company, a distribution of shares of Common Stock to the partners,
shareholders or members thereof; provided, that no filing by any party (transferor or transferee)
under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall
be made voluntarily in connection with such distribution (other than a filing on a Form 5 made
after the expiration of the 90-day period referred to above); or (F) transfers by a permitted
distributee or transferee of a Selling Shareholder of Common Stock or securities convertible into
or exercisable or exchangeable for Common Stock to a family member of such distributee or
transferee of such Selling Shareholder or a trust created for the benefit of such distributee or
transferee of such Selling Shareholder or a family member of such distributee or transferee of such
Selling Shareholder provided that in the case of any gift, transfer or distribution described in
clause (C), (D), (E) or (F) above, such donee, transferee or distributee shall, prior to or
contemporaneously with such gift, transfer or distribution, execute and deliver to the Underwriter
an agreement to be bound by the restrictions set forth above. In addition, each Selling
Shareholder, (i) agrees that, without the prior written consent of the Underwriter, it will not,
during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise
any right with respect to, the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock and (ii) agrees and consents to
the entry of stop transfer instructions with the Company’s transfer agent and registrar against the
transfer of such Selling Shareholder’s shares of Common Stock except in compliance with the
foregoing restrictions.



     4. Terms of Public Offering. The Selling Shareholders and the Company are advised by you that
the Underwriter proposes to make a public offering of the Shares on the terms set forth in the
Prospectus as soon after the Registration Statement and this Agreement have become effective as in
its judgment is advisable.



8









 





     5. Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder
shall be made in Federal or other funds immediately available to a bank account designated by such
Selling Shareholder in the United States against delivery of such Firm Shares to the Underwriter at
10:00 a.m., New York City time, on January 24, 2005, or at such other time on the same or such
other date, not later than January 31, 2005, as shall be designated in writing by you. The time
and date of such payment are hereinafter referred to as the “Closing Date”.



     Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or
other funds immediately available to bank accounts designated by such Selling Shareholders in the
United States against delivery of such Additional Shares to the Underwriter at 10:00 a.m., New York
City time, on the date specified in the corresponding notice described in Section 3 or at such
other time on the same or on such other date, in any event not later than March 3, 2005, as shall
be designated in writing by you.



     The Firm Shares and Additional Shares shall be registered in such names and in such
denominations as you shall request in writing not later than one full business day prior to the
Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and
Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the
case may be, with any transfer taxes payable in connection with the transfer of the Shares to the
Underwriters duly paid, against payment of the Purchase Price therefor.



     6. Conditions to the Underwriter’s Obligations. The obligations of the Selling Shareholders
to sell the Shares to the Underwriter and the obligations of the Underwriter to purchase and pay
for the Shares on the Closing Date are subject to the condition that no stop order suspending the
effectiveness of the Registration Statement shall have been issued under the Securities Act or
proceedings therefor initiated or threatened by the Commission.



     The obligations of the Underwriter are subject to the following further conditions:




     (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing
Date:




     (i) there shall not have occurred any downgrading, nor shall any notice have
been given of any intended or potential downgrading or of any review for a possible
change that does not indicate the direction of the possible change, in the rating
accorded any of the Company’s securities by any “nationally recognized statistical
rating organization,” as such term is defined for purposes of Rule 436(g)(2) under
the Securities Act; and




     (ii) there shall not have occurred any change, or any development involving a
prospective change, in the condition, financial or otherwise, or in the earnings,
business or operations of the Company and its subsidiaries, taken as a whole, from
that set forth in the Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement) that, in your judgment, is material and
adverse and that makes it, in your judgment, impracticable to market the Shares on
the terms and in the manner contemplated in the Prospectus.



9









 






     (b) The Underwriter shall have received on the Closing Date a certificate, dated the
Closing Date and signed by an executive officer of the Company, to the effect set forth in
Section 6(a)(i) above and to the effect that the representations and warranties of the
Company contained in this Agreement are true and correct as of the Closing Date and that the
Company has complied with all of the agreements and satisfied all of the conditions on its
part to be performed or satisfied hereunder on or before the Closing Date.



The officer signing and delivering such certificate may rely upon the best of his knowledge as
to proceedings threatened.




     (c) The Underwriter shall have received on the Closing Date an opinion of Cooley
Godward LLP, outside counsel for the Company, dated the Closing Date, to the effect that:




     (i) the Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the State of Delaware, has the
corporate power and authority to own its property and to conduct its business as
described in the Prospectus and, to such counsel’s knowledge, is duly qualified to
transact business and is in good standing in each jurisdiction in which the conduct
of its business or its ownership or leasing of property requires such qualification,
except to the extent that the failure to be so qualified or be in good standing
would not have a material adverse effect on the Company and its subsidiaries, taken
as a whole;




     (ii) each of URS Holdings and EG&G (each, a “Covered Subsidiary” and together,
the “Covered Subsidiaries”), has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus;




     (iii) the authorized capital stock of the Company conforms as to legal matters
to the description thereof contained in the Prospectus under the caption
“Description of Capital Stock” and in the Form 8-A dated January 30, 1984 under the
caption “Description of Capital Stock” (which incorporates by reference the
description of the Common Stock contained in the Registration Statement on Form S-1
filed on February 28, 1983);




     (iv) the outstanding shares of Common Stock have been duly authorized and are
validly issued, fully paid and non-assessable;




     (v) this Agreement has been duly authorized, executed and delivered by the
Company;




     (vi) the execution and delivery by the Company of, and the performance by the
Company of its obligations under, this Agreement will not contravene any provision
of applicable law (except for Section 9 relating to indemnity and contribution as to
which such counsel need not express any



10









 






opinion) or the certificate of incorporation or by-laws of the Company or any
agreement or other instrument binding upon the Company or any of its subsidiaries
that is (A) filed as an exhibit to the Registration Statement or any document
incorporated by reference therein, (B) incorporated by reference in the Registration
Statement or (C) which the Company has advised such counsel will be filed as an
exhibit to the Company’s next quarterly report on Form 10-Q or on a Form 8-K and
which was executed by the Company prior to the date of such opinion or, to the best
of such counsel’s knowledge, any judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Company or any of its subsidiaries, and
no consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the Company of its
obligations under this Agreement, except such as have been made or obtained or
except such as may be required by the securities or Blue Sky laws of the various
states in connection with the offer and sale of the Shares;




     (vii) the statements in (A) the Prospectus under the captions “Description of
Capital Stock” and “Underwriter” and (B) the Registration Statement in Item 15, in
each case insofar as such statements constitute matters of law, summaries of legal
matters, provisions of the Company’s certificate of incorporation or by-laws or
other equivalent corporate governance documents or legal proceedings, or legal
conclusions, have been reviewed by such counsel and fairly present the matters
referred to therein, to the extent required by the Act and the Securities Act
Regulations;




     (viii) such counsel does not know of any legal or governmental proceedings
pending or overtly threatened to which the Company or any of its subsidiaries is a
party or to which any of the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration Statement or the
Prospectus and are not so described or of any statutes, regulations, contracts or
other documents that are required to be described in the Registration Statement or
the Prospectus that are not so described or described in documents incorporated by
reference in the Registration Statement as required;




     (ix) the Company is not, and after giving effect to the offering and sale of
the Shares and the application of the proceeds thereof as described in the
Prospectus will not be, required to register as an “investment company” as such term
is defined in the Investment Company Act of 1940, as amended; and




     (x) to such counsel’s knowledge, (A) each document filed pursuant to the
Exchange Act and incorporated by reference in the Registration Statement or the
Prospectus (except for the financial statements and financial schedules and other
financial and statistical data derived therefrom, as to which such counsel need not
express any belief) complied as to form when filed in all material respects with the
requirements of the Exchange Act, and the applicable rules and regulations of the
Commission thereunder and (B) the Registration Statement or the Prospectus (except
for the financial statements and financial schedules and



11









 






other financial and statistical data derived therefrom, as to which such
counsel need not express any belief) complied as to form in all material respects
with the requirements of the Securities Act and the applicable rules and regulations
of the Commission thereunder. In addition, such counsel shall confirm that such
counsel has participated in conferences with officers and other representatives of
the Company and the independent public accountants of the Company and
representatives of the Underwriter at which conferences the contents of the
Registration Statement and Prospectus were discussed and, although such counsel is
not passing upon and does not assume responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statements or Prospectus
(except as and to the extent stated in subparagraphs ((iii) and (viii) above), on
the basis of the foregoing, nothing has come to the attention of such counsel that
causes such counsel to believe that the Registration Statement or the prospectus
included therein (except for the financial statements and financial schedules and
other financial and statistical data derived therefrom, as to which such counsel
need not express any belief) at the time the Registration Statement became effective
contained an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or the Prospectus (except for the financial statements and financial
schedules and other financial and statistical data derived therefrom, as to which
such counsel need not express any belief) as of its date or as of the date of such
opinion contained or contains an untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.




     (d) The Underwriter shall have received on the Closing Date an opinion of Woodburn and
Wedge, special Nevada counsel for the Company, dated the Closing Date, to the effect that:




     (i) URS Nevada has been duly incorporated, is validly existing as a corporation
in good standing under the laws of the State of Nevada, has the corporate power and
authority to own its property and to conduct its business as described in the
Prospectus.




     (e) The Underwriter shall have received on the Closing Date an opinion of Simpson
Thacher & Bartlett LLP, counsel for BK Capital Partners IV, L.P., a California limited
partnership; Blum Strategic Partners, L.P., a Delaware limited partnership; Stinson Capital
Partners II, L.P., a California limited partnership; Stinson Capital Partners, L.P., a
California limited partnership; and Stinson Capital Partners (QP), L.P., a Delaware limited
partnership; (each, a “Blum Selling Shareholder, and collectively, the “Blum Selling
Shareholders”), dated the Closing Date, to the effect that:




     (i) this Agreement has been duly authorized, executed and delivered by or on
behalf of each of the Blum Selling Shareholders;



12









 






     (ii) the sale of the Shares by the Blum Selling Shareholders and the compliance
by the Blum Selling Shareholders with all of the provisions of this Agreement will
not breach or result in a default under any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument identified on the annexed schedule
furnished to us by the Blum Selling Shareholders and which each Blum Selling
Shareholder has represented lists all material agreements and instruments to which
such Blum Selling Shareholder is a party or by which such Blum Selling Shareholder
is bound or to which any of the property or assets of such Blum Selling Shareholder
is subject, nor will such action violate the limited partnership agreement of any
Blum Selling Shareholder or any federal or New York statute, the Delaware Revised
Uniform Limited Partnership Act or the California Revised Limited Partnership Act or
any rule or regulation that has been issued pursuant to any federal or New York
statute or the Delaware Revised Uniform Limited Partnership Act or the California
Revised Limited Partnership Act or any order known to us issued pursuant to any
federal or New York statute or the Delaware Revised Uniform Limited Partnership Act
or the California Revised Limited Partnership Act by any court or governmental
agency or body having jurisdiction over any Blum Selling Shareholder or any of its
properties or assets;




     (iii) no consent, approval, authorization, order, registration or qualification
of or with any federal or New York governmental agency or body, any Delaware
governmental agency or body acting pursuant to the Delaware Revised Uniform Limited
Partnership Act or any California court body acting pursuant to the California
Revised Limited Partnership Act or, to our knowledge, any federal or New York court,
any Delaware court acting pursuant to the Delaware Revised Uniform Limited
Partnership Act or any California court acting pursuant to the California Revised
Limited Partnership Act is required for the issue and sale of the Shares by the Blum
Selling Shareholders and the compliance by the Blum Selling Shareholders with all of
the provisions of this Agreement, except for the registration under the Securities
Act of the Shares, and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Shares by the Underwriters; and




     (iv) each Blum Selling Shareholder has full partnership power, right and
authority to sell the Shares to be sold by such Blum Selling Shareholder and, upon
the payment and transfer contemplated by this Agreement, the Underwriter will
acquire a security entitlement with respect to the Shares and no action based on an
adverse claim may be asserted against the Underwriter;




     (f) The Underwriters shall have received on the Closing Date an opinion of Skadden,
Arps, Slate, Meagher & Flom LLP, a special New York counsel for the Company, dated the
Closing Date, to the effect that:



13









 






     (i) URS New York is validly existing in good standing under the laws of the
State of New York. URS New York is in good standing in the other jurisdictions set
forth on a schedule to such counsel’s opinion.




     (g) The Underwriter shall have received on the Closing Date an opinion of Sidley Austin
Brown & Wood LLP, counsel for the Underwriters, dated the Closing Date, covering the matters
referred to in Sections 6(c)(v) and 6(c)(viii) (but only as to the statements in the
Prospectus under “Description of Capital Stock” and “Underwriter”) and Section 6(c)(x)
(other than clause (A)) above.



     The opinions of Cooley Godward LLP, Woodburn and Wedge, Simpson Thacher & Bartlett LLP and
Skadden, Arps, Slate, Meagher & Flom LLP described in Sections 6(c), 6(d), 6(e) and 6(f) above
shall be rendered to the Underwriter at the request of the Company or one or more of the Selling
Shareholders, as the case may be, and shall so state therein.




     (h) The Underwriter shall have received, on each of the date hereof and the Closing
Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and
substance satisfactory to the Underwriter, from PricewaterhouseCoopers LLP, independent
public accountants, containing statements and information of the type ordinarily included in
accountants’ “comfort letters” to underwriters with respect to the financial statements and
certain financial information contained in, or incorporated by reference into, the
Registration Statement and the Prospectus; provided that the letter delivered on the Closing
Date shall use a “cut-off date” not earlier than the date hereof.




     (i) The “lock-up” agreements, each substantially in the form of Exhibit A hereto,
between you and the stockholders of the Company set forth on Exhibit
B hereto relating to sales and certain other
dispositions of shares of Common Stock or certain other securities, delivered to you on or
before the date hereof, shall be in full force and effect on the Closing Date.




     (j) The Underwriters shall have received on the Closing Date a certificate, dated the
Closing Date and signed by the chief financial officer of the Company, certifying as to the
preparation, completeness and accuracy of certain financial and statistical data relating to
the Company included in the Prospectus.




     (k) The Underwriters shall have received on the Closing Date a certificate, dated the
Closing Date and signed by each of the Selling Shareholders, to the effect that the
representations and warranties of the Selling Shareholders contained in this Agreement are
true and correct as of the Closing Date and that the Selling Shareholders have complied with
all of the agreements and satisfied all of the conditions on their respective parts to be
performed or satisfied hereunder on or before the Closing Date.



     The obligations of the Underwriter to purchase Additional Shares hereunder are subject to the
delivery to you on the applicable Option Closing Date of such documents as you may reasonably
request with respect to the good standing of the Company and other matters related to the sale of
such Additional Shares.



     7. Covenants of the Company. In further consideration of the agreements of the Underwriter
herein contained, the Company covenants with the Underwriter as follows:



14









 






     (a) To furnish to you, without charge, one signed copy of the Registration Statement
(including exhibits thereto and documents incorporated by reference) and to furnish to you
in New York City, without charge, prior to 10:00 a.m. New York City time on the business day
next succeeding the date of this Agreement and during the period mentioned in Section 7(c)
below, as many copies of the Prospectus, any documents incorporated by reference, and any
supplements and amendments thereto or to the Registration Statement as you may reasonably
request. The terms “supplement” and “amendment” or “amend” as used in this Agreement shall
include all documents subsequently filed by the Company with the Commission pursuant to the
Exchange Act that are deemed to be incorporated by reference in the Prospectus.




     (b) Before amending or supplementing the Registration Statement or the Prospectus, to
furnish to you a copy of each such proposed amendment or supplement and not to file any such
proposed amendment or supplement to which you reasonably object, and to file with the
Commission within the applicable period specified in Rule 424(b) under the Securities Act
any prospectus or prospectus supplement required to be filed pursuant to such Rule.




     (c) If, during such period after the first date of the public offering of the Shares as
in the opinion of counsel for the Underwriter the Prospectus is required by law to be
delivered in connection with sales by the Underwriter or dealer, any event shall occur or
condition exist as a result of which it is necessary to amend or supplement the Prospectus
in order to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for
the Underwriter, it is necessary to amend or supplement the Prospectus to comply with
applicable law, forthwith to prepare, file with the Commission and furnish, at its own
expense, to the Underwriter and to the dealers (whose names and addresses you will furnish
to the Company) to which Shares may have been sold by you and to any other dealers upon
request, either amendments or supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the circumstances when
the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as
amended or supplemented, will comply with law.




     (d) To endeavor to qualify the Shares for offer and sale under the securities or Blue
Sky laws of such jurisdictions as you shall reasonably request.




     (e) To make generally available to the Company’s security holders and to you as soon as
practicable an earning statement covering the twelve-month period ending January 31, 2006
that satisfies the provisions of Section 11(a) of the Securities Act and the Securities Act
Regulations.



     8. Expenses. Whether or not the transactions contemplated in this Agreement are consummated
or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses
incident to the performance of the Selling Shareholders’ obligations under this Agreement,
including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s
accountants in connection with the registration and delivery of the Shares under the Securities Act
and all other fees or expenses in connection with the preparation and filing of



15









 





the Registration Statement, any preliminary prospectus, the Prospectus and amendments and
supplements to any of the foregoing, including all printing costs associated therewith, and the
mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities
hereinabove specified, (ii) the reasonable out-of-pocket expenses and, as to in-house counsel,
allocated costs of the Blum Holders (as defined in the Registration Rights Agreement) of Firm
Shares incurred in connection with the Registration Statement and Prospectus including, without
limitation, the reasonable fees and disbursements of not more than one outside counsel and one
in-house counsel (who may be employed by an Affiliate (as defined in the Registration Rights
Agreement) of a Blum Holder) for the Blum Holders chosen by the Blum Holders holding a majority of
the Firm Shares; provided that the Company shall not pay any fees or expenses incurred by or on
behalf of any Blum Holder who, without cause, either withdraws a request for registration or
withdraws from a registration, in which case such fees and expenses shall be the sole
responsibility of such Blum Holder, (iii) all costs and expenses related to the transfer and
delivery of the Shares to the Underwriter, including any transfer or other taxes payable thereon,
(iv) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection
with the offer and sale of the Shares under state securities laws and all expenses in connection
with the qualification of the Shares for offer and sale under state securities laws as provided in
Section 7(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for
the Underwriter in connection with such qualification and in connection with the Blue Sky or Legal
Investment memorandum, (v) all filing fees and the reasonable fees and disbursements of counsel to
the Underwriter incurred in connection with the review and qualification of the offering of the
Shares by the National Association of Securities Dealers, Inc., (vi) all costs and expenses
incident to listing the Shares on the NYSE and the Pacific Exchange, (vii) the cost of printing
certificates representing the Shares, (viii) the costs and charges of any transfer agent, registrar
or depositary, (ix) the costs and expenses of the Company relating to investor presentations on any
“road show” undertaken in connection with the marketing of the offering of the Shares, including,
without limitation, expenses associated with the production of road show slides and graphics, fees
and expenses of any consultants engaged in connection with the road show presentations with the
prior approval of the Company, travel and lodging expenses of the representatives and officers of
the Company and any such consultants, and the cost of any aircraft chartered in connection with the
road show, (x) the document production charges and expenses associated with printing this Agreement
and (xi) all other costs and expenses incident to the performance of the obligations of the Selling
Shareholders hereunder for which provision is not otherwise made in this Section. It is
understood, however, that (A) except as provided in this Section, Section 9 entitled “Indemnity and
Contribution”, and the last paragraph of Section 11 below, the Underwriter will pay all of its
costs and expenses, including fees and disbursements of its counsel, stock transfer taxes payable
on resale of any of the Shares by it and any advertising expenses connected with any offers it may
make and (B) the Company shall not pay or cause to be paid any underwriting discounts or
commissions or any transfer taxes payable in respect of the sale of Shares, which such expenses
shall be paid or borne by the Selling Shareholders thereof. Whether or not the transactions
contemplated in this Agreement are consummated or this Agreement is terminated,
to the extent that
any expenses incident to the performance of the Selling Shareholders’ obligations under this
Agreement are not payable by the Company pursuant to this Section 8, such expenses shall be paid by
the Selling Shareholders.




16









 








     The provisions of this Section shall not supersede or otherwise affect any agreement that the
Selling Shareholders may otherwise have for the allocation of such expenses among themselves.



     9. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless the
Underwriter, each person, if any, who controls the Underwriter within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Underwriter
within the meaning of Rule 405 under the Securities Act, from and against any and all losses,
claims, damages and liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or preliminary
prospectus supplement or the Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by
any such untrue statement or omission or alleged untrue statement or omission based upon
information relating to the Underwriter furnished to the Company in writing by the Underwriter
through you expressly for use therein; provided, however, that the foregoing indemnity agreement
with respect to any preliminary prospectus or preliminary prospectus supplement shall not inure to
the benefit of the Underwriter or any person controlling the Underwriter, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of the Underwriter to the person
asserting any such losses, claims, damages or liabilities, if required by law so to have been
delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if
the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such
losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the
Company with Section 7(a) hereof.



     (b) The Company agrees to indemnify and hold harmless each Selling Shareholder, each person,
if any, who controls any Selling Shareholder within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, each affiliate of any Selling Shareholder within
the meaning of Rule 405 under the Securities Act and each of their respective officers, directors,
employees, representatives and agents, from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses reasonably incurred in
connection with defending or investigating any such action or claim) caused by any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement or any
amendment thereof, any preliminary prospectus or preliminary prospectus supplement or the
Prospectus (as amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon Selling Shareholder
Information relating to such Selling Shareholder.



     (c) Each Selling Shareholder agrees, severally and not jointly, to indemnify and hold harmless
the Company, the directors of the Company, the officers of the Company who sign the



17









 





Registration Statement, the Underwriter, and each person, if any, who controls the Company or
the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the
Securities Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any amendment thereof, any
preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, but only with reference to Selling Shareholder Information relating to such
Selling Shareholder; provided, further, that the liability under this subsection (c) of any Selling
Shareholder shall be limited to an amount equal to the gross proceeds, after underwriting
commissions and discounts and expenses, to such Selling Shareholder from the sale of Shares sold by
such Selling Shareholder hereunder; and provided, further, that the foregoing indemnity agreement
with respect to any preliminary prospectus shall not inure to the benefit of the Underwriter, or
any person controlling the Underwriter, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of the Underwriter to the person asserting any such losses, claims,
damages or liabilities, if required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims, damages or
liabilities, unless such failure is the result of noncompliance by the Company with Section 7(a)
hereof.




     (d) The Underwriter agrees, severally and not jointly, to indemnify and hold harmless the
Company, the Selling Shareholders, the directors of the Company, the officers of the Company who
sign the Registration Statement and each person, if any, who controls the Company or any Selling
Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any amendment thereof, any
preliminary prospectus or preliminary prospectus supplement or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only with reference to information
relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for
use in the Registration Statement, any preliminary prospectus or preliminary prospectus supplement,
the Prospectus or any amendments or supplements thereto.



     (e) In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to Section 9(a), 9(b),
9(c) or 9(d), such person (the “indemnified party”) shall promptly notify the person against whom
such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably



18









 






satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and disbursements of
such counsel related to such proceeding. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall
have mutually agreed to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. It is understood that the indemnifying
party shall not, in respect of the legal expenses of any indemnified party in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for (x) the fees and expenses
of more than one separate firm (in addition to any local counsel) for the Underwriter and all
persons, if any, who control the Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act or who are affiliates of the Underwriter within
the meaning of Rule 405 under the Securities Act, (y) the fees and expenses of more than one
separate firm (in addition to any local counsel) for the Company, its directors, its officers who
sign the Registration Statement and each person, if any, who controls the Company within the
meaning of either such Section and (z) the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Selling Shareholders, all persons, if any, who control any
Selling Shareholder within the meaning of either such Section, all affiliates of any Selling
Shareholder within the meaning of Rule 405 under the Securities Act and each of their respective
officers, directors, employees, representatives and agents, and that all such fees and expenses
shall be reimbursed as they are incurred. In the case of any such separate firm for the
Underwriter and such control persons and affiliates of the Underwriter, such firm shall be
designated in writing by you. In the case of any such separate firm for the Company, and such
directors, officers and control persons of the Company, such firm shall be designated in writing by
the Company. In the case of any such separate firm for the Selling Shareholders, such control
persons of any Selling Shareholders, such affiliates of any Selling Shareholders and such
respective officers, directors, employees, representatives and agents, such firm shall be
designated in writing by the Selling Shareholders. The indemnifying party shall not be liable for
any settlement of any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason of such settlement
or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall
have requested an indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected without its written
consent if (1) such settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and has not been objected to by such indemnifying party within such
30 day period and (2) such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability on claims that are
the subject matter of such proceeding.




19









 








     (f) To the extent the indemnification provided for in Section 9(a), 9(b), 9(c) or 9(d) is
unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the indemnifying party or
parties on the one hand and the indemnified party or parties on the other hand from the offering of
the Shares or (ii) if the allocation provided by clause 9(f)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause 9(f)(i) above but also the relative fault of the indemnifying party or
parties on the one hand and of the indemnified party or parties on the other hand in connection
with the statements or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits received by the Company
and the Selling Shareholders on the one hand and the Underwriter on the other hand in connection
with the offering of the Shares shall be deemed to be in the same respective proportions as the net
proceeds from the offering of the Shares (before deducting expenses) received by each Selling
Shareholder and the total underwriting discounts and commissions received by the Underwriter, in
each case as set forth in the table on the cover of the Prospectus Supplement, bear to the
aggregate Purchase Price of the Shares. The relative fault of the Selling Shareholders on the one
hand and the Underwriter on the other hand shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Selling Shareholders or by
the Underwriter and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The liability of each Selling Shareholder under
the contribution agreement contained in this Section 9(f) shall (i) apply only with reference to
the Selling Shareholder Information relating to such Selling Shareholder and (ii) be limited to an
amount equal to the gross proceeds, after underwriting commissions and discounts and expenses, to
such Selling Shareholder from the sale of Shares sold by such Selling Shareholder hereunder.



     (g) The Selling Shareholders and the Underwriter agree that it would not be just or equitable
if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other
method of allocation that does not take account of the equitable considerations referred to in
Section 9(f). The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 9, the Underwriter shall not be required to
contribute any amount in excess of the amount by which the total price at which the Shares
underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages that the Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. Furthermore, the liability of each
Selling Shareholder to contribute under subsection (f) of this Section 9 shall be limited to an
amount equal to (i) the gross proceeds, before underwriting commissions and discounts and expenses,
to such Selling Shareholder from the sale of Firm Shares sold by such Selling Shareholder hereunder
less (ii) any amounts which such Selling Shareholder has paid under Section 9(c) hereof. No person
guilty of fraudulent misrepresentation (within the meaning



20









 





of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9
are not exclusive and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.




     (h) The indemnity and contribution provisions contained in this Section 9 and the
representations, warranties and other statements of the Company and the Selling Shareholders
contained in this Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf of the Underwriter,
any person controlling the Underwriter or any affiliate of the Underwriter, any Selling Shareholder
or any person controlling any Selling Shareholder, or by or on behalf of the Company, its officers
or directors or any person controlling the Company and (iii) acceptance of and payment for any of
the Shares.



     10. Termination. The Underwriter may terminate this Agreement by notice given to the Company,
if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading
generally shall have been suspended or materially limited on, or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Board
of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Pacific
Exchange, (ii) trading of any securities of the Company shall have been suspended on any exchange
or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or
clearance services in the United States shall have occurred, (iv) any moratorium on commercial
banking activities shall have been declared by Federal or New York State authorities or (v) there
shall have occurred any outbreak or escalation of hostilities, or any change in financial markets,
currency exchange rates or controls or any calamity or crisis that, in your judgment, is material
and adverse and which, singly or together with any other event specified in this clause (v), makes
it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of
the Shares on the terms and in the manner contemplated in the Prospectus.



     11. Effectiveness. This Agreement shall become effective upon the execution and delivery
hereof by the parties hereto.



     If this Agreement shall be terminated by the Underwriter because of any failure or refusal on
the part of any Selling Shareholder to comply with the terms or to fulfill any of the conditions of
this Agreement, or if for any reason any Selling Shareholder shall be unable to perform its
obligations under this Agreement, the Selling Shareholders will reimburse the Underwriter for all
out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by
the Underwriter in connection with this Agreement or the offering contemplated hereunder.



     12. Counterparts. This Agreement may be signed in two or more counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument.



     13. Applicable Law. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.



21









 





     14. Headings. The headings of the sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed a part of this Agreement.



[SIGNATURE PAGE FOLLOWS]




22









 








	 	 	 	 	 
	 	 	Very truly yours,


URS CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Kent P. Ainsworth
	

	 	 	 	 
	

	 	 	 	Kent P. Ainsworth

Executive Vice President, Chief Financial

Officer and Secretary






23









 






	 	 	 	 	 	 	 
	 	 	BK CAPITAL PARTNERS IV, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Blum Capital Partners, L.P., its general partner
	 
	 	 	 	 	 	 
	 	 	 	 	By:	Richard C. Blum & Associates, Inc.,

its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ Gregory D. Hitchan 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Gregory D. Hitchan 
	

	 	 	 	 	 	General Counsel and Secretary
	 
	 	 	 	 	 	 
	 	 	BLUM STRATEGIC PARTNERS, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Blum Strategic GP, L.L.C., its general partner
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Gregory D. Hitchan
	 	 	 	 	 
	

	 	 	 	Gregory D. Hitchan
	

	 	 	 	General Counsel and Secretary






24









 






	 	 	 	 	 	 	 
	 	 	STINSON CAPITAL PARTNERS II, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Blum Capital Partners, L.P., its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Richard C. Blum & Associates, Inc.,

its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ Gregory D. Hitchan 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Gregory D. Hitchan
	

	 	 	 	 	 	General Counsel and Secretary
	 
	 	 	 	 	 	 
	 	 	STINSON CAPITAL PARTNERS, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Blum Capital Partners, L.P., its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Richard C. Blum & Associates, Inc.,

its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ Gregory D. Hitchan 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Gregory D. Hitchan
	

	 	 	 	 	 	General Counsel and Secretary






25









 






	 	 	 	 	 	 	 
	 	 	STINSON CAPITAL PARTNERS (QP), L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Blum Capital Partners,
L.P.,its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Richard C. Blum & Associates,
Inc.,


its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ Gregory D. Hitchan
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Gregory D. Hitchan
	

	 	 	 	 	 	General Counsel and Secretary
	 
	 	 	 	 	 	 
	 	 	STINSON CAPITAL FUND (CAYMAN), LTD
	 
	 	 	 	 	 	 
	 	 	By:	 	Blum Capital Partners, L.P., its investment
advisor
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Richard C. Blum & Associates,
Inc.,


its general partner
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Gregory D. Hitchan
	 	 	 	 	 
	

	 	 	 	Gregory D. Hitchan
	

	 	 	 	General Counsel and Secretary






26









 






	 	 	 	 	 
	Accepted as of the date hereof	 	 
	 
	 	 	 	 
	Merrill Lynch, Pierce, Fenner & Smith	 	 
	 	 	               Incorporated	 	 
	 
	 	 	 	 
	By:
	 	/s/ Leonard Chung
	

	 	 	 	 
	

	 	Authorized Representative	 	 






27









 






SCHEDULE I




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of	 
	 	 	Number of	 	 	Additional	 
	 	 	Firm Shares	 	 	Shares To Be	 
	Selling Shareholder	 	To Be Sold	 	 	Sold	 
	BK Capital Partners IV, L.P.
	 	 	102,112	 	 	 	15,317	 
	Blum Strategic Partners, L.P.
	 	 	1,724,053	 	 	 	258,608	 
	Stinson Capital Partners II, L.P.
	 	 	30,292	 	 	 	4,544	 
	Stinson Capital Partners, L.P.
	 	 	65,358	 	 	 	9,803	 
	Stinson Capital Partners (QP), L.P.
	 	 	68,078	 	 	 	10,212	 
	Stinson Capital Fund (Cayman), Ltd
	 	 	10,107	 	 	 	1,516	 
	 
	 	 	 	 	 	 
	Total
	 	 	2,000,000	 	 	 	300,000	 
	 
	 	 	 	 	 	 






28









 







EXHIBIT A




[FORM OF LOCK-UP LETTER]




January
l, 2005




Dear Sirs and Mesdames:




     The undersigned understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
“Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with
URS Corporation, a Delaware corporation (the “Company”), providing for the public offering (the
“Public Offering”) by the Underwriter, of 2,300,000 shares (the “Shares”) of the common stock, par
value $0.01 per share, of the Company (the “Common Stock”).



     To induce the Underwriter to continue its efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of the Underwriter, it will not,
during the period commencing on the date hereof and ending 90 days after the date of the final
prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of the Common Stock,
whether any such transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not
apply to (a) the sale of any Shares to the Underwriter pursuant to the Underwriting Agreement; (b)
transactions relating to shares of Common Stock or other securities acquired in open market
transactions after the completion of the offering of the Shares; (c) transfers of shares of Common
Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona
fide gift or gifts; (d) transfers or distributions of shares of Common Stock, or any security
convertible into or exercisable or exchangeable for Common Stock, to affiliates (as defined in Rule
405 under the Securities Act); (e) transfers to the Company of shares of Common Stock to pay the
exercise price of stock options granted to the undersigned under the Company’s employee stock
option plans (provided that the shares so transferred are not sold or otherwise disposed of by the
Company) and transfers of shares of Common Stock to the Company so long as the proceeds from such
transfers are applied solely to pay withholding taxes due with respect to the exercise by the
undersigned of any such stock options or with respect to the vesting of restricted stock granted to
the undersigned under the Company’s restricted stock plan; and (f) transfers by the undersigned or
its permitted distributee or transferee of Common Stock or securities convertible into or
exercisable or exchangeable for



A-1









 





Common Stock to a family member of the undersigned or of such distributee or transferee or a
trust created for the benefit of the undersigned or such distributee or transferee or a family
member of the undersigned or such distributee or transferee; provided that in the case of any gift,
transfer or distribution referred to in clause (c), (d) or (f) above, such donee, transferee or
distributee shall execute and deliver to the Underwriter, prior to or contemporaneously with such
gift, transfer or distribution, an agreement to be bound by the
restrictions set forth herein. In addition, the undersigned agrees that, without the prior written consent
of the Underwriter, it will not, during the period commencing on the date hereof and ending 90 days
after the date of the Prospectus, make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or exercisable or
exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company’s transfer agent and registrar against the transfer of the
undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.




     The undersigned understands that the Company and the Underwriter are relying upon this Lock-Up
Agreement in proceeding toward consummation of the Public Offering. The undersigned further
understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s
heirs, legal representatives, successors and assigns.



     Whether or not the Public Offering actually occurs depends on a number of factors, including
market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement,
the terms of which are subject to negotiation among the Company, the Underwriter and the selling
shareholders listed on Schedule I thereto.



	 	 	 
	

	 	Very truly yours,
	 
	 	 
	

	 	 
	

	 	(Name)
	 
	 	 
	

	 	 
	

	 	(Address)







A-2










 






EXHIBIT B




[SIGNATORIES TO LOCK-UP LETTER]




Blum Capital Partners, L.P.

Richard C. Blum