To Credit Agreement - URS CORP /NEW/ - 6-14-2004

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To Credit Agreement - URS CORP /NEW/ - 6-14-2004 Powered By Docstoc
					EXHIBIT 10.2 URS CORPORATION FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of June 4, 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 and that certain Fourth Amendment to Credit Agreement dated as of March 29, 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 CoLead Arranger and Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a CoLead Arranger and Syndication Agent for Lenders, and BNP PARIBAS, HARRIS 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 definitions, which shall be inserted in proper alphabetical order: "FIFTH AMENDMENT" means that certain Fifth Amendment to Credit Agreement dated as of June 4, 2004 and entered into by and among Company, the Lenders listed on the signature pages thereof and Administrative Agent. "FIFTH AMENDMENT EFFECTIVE DATE" means the effective date of the Fifth Amendment. "INCREASE EFFECTIVE DATE" has the meaning assigned to that term in subsection 2.10C. B. Subsection 1.1 of the Credit Agreement is hereby further amended by deleting each of the definitions of "Commitments" and "Consolidated Excess Cash Flow"in their entirety and substituting the following therefor, respectively: "COMMITMENTS" means the commitments of Lenders to make Loans as set forth in subsection 2.1A and subsection 3.3, as such commitments may be adjusted from time to time in accordance with this Agreement.

"CONSOLIDATED EXCESS CASH FLOW" means, for any period, an amount (if positive) equal to (i)

Consolidated EBITDA for such period minus (ii) the sum, without duplication, of the amounts for such period of (a) to the extent not otherwise excluded from Consolidated EBITDA, Cash expenditures during such period relating to the Merger or any Permitted Acquisition applied against accruals and reserves taken against goodwill established in prior periods as approved by Administrative Agent, (b) scheduled repayments of Consolidated Total Funded Debt (but only to the extent the funds applied for such purpose are included in the calculation of Consolidated EBITDA), (c) Consolidated Capital Expenditures, (d) Consolidated Cash Interest Expense and (e) the provision for current taxes based on income of Company and its Subsidiaries on a consolidated basis and payable in Cash with respect to such period. 1.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS A. Subsection of the Credit Agreement is hereby amended by deleting subsections (ii) and (iii) thereof in their entirety and substituting the following therefor: "(ii) Tranche B Term Loans. On the Closing Date, each Lender that had a Tranche B Term Loan Commitment as of such date loaned to Company an amount corresponding to such Lender's Pro Rata Share of the $350,000,000 aggregate amount of the Tranche B Term Loan Commitments as of the Closing Date. On or after the Fifth Amendment Effective Date and prior to the Tranche B Term Loan Maturity Date, the aggregate amount of the Tranche B Term Loan Commitments may be increased from time to time in accordance with subsection 2.10. Following any such increase in the Tranche B Term Loan Commitments pursuant to subsection 2.10, each Lender that has increased its Tranche B Term Loan Commitment severally agrees to lend to Company in one or more borrowings an amount not exceeding the amount of such increase. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed. The Tranche B Term Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1 B. (iii) Revolving Loans. Each Revolving Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5C. The original amount of each Revolving Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $200,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to (a) any increase in the Revolving Loan Commitments from time to time in accordance with subsection 2.10 and (b) any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B. Each Revolving Lender's Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect." B. Subsection 2.2A of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "A. RATE OF INTEREST. Subject to the provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate. Subject to the provisions of subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date 2 made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Term Loan or any Revolving Loan shall be selected by Company initially at the time a Notice of Borrowing is given with respect to such Loan

pursuant to subsection 2.1B, and the basis for determining the interest rate with respect to any Term Loan or any Revolving Loan may be changed from time to time pursuant to subsection 2.2D. If on any day a Term Loan or Revolving Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate. (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 for the four-Fiscal Quarter 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 for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iii):
Consolidated Leverage Ratio --------------------Greater than or equal to Less than 2.25:1.00 2.25:1.00 Eurodollar Rate Margin --------------2.25% 2.00% Base Rate Margin ----------1.25% 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 Moody's 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). (ii) Upon delivery of the Pricing Certificate by Company to Administrative Agent pursuant to subsection 6.1(iii), the Base Rate Margin and the Eurodollar Rate Margin shall automatically be adjusted in accordance with such Pricing Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Pricing Certificate (subject to the provisions of the foregoing clause (i)); 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 margins shall be the maximum percentage amount for the relevant Loan set forth above. (iii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin for Revolving Loans minus the Commitment Fee Percentage. 3 C. Subsection(ii) of the Credit Agreement is hereby amended by inserting the following immediately before the semicolon at the end of the first proviso thereto: "and, upon any additional Tranche B Term Loans being made on or after the Fifth Amendment Effective Date following an increase in Tranche B Term Loan Commitments pursuant to subsection 2.10, the scheduled installments of principal of the Tranche B Term Loans shall be increased by the aggregate amount of such additional Tranche B Term Loans, such increase being applied on a pro rata basis to each such scheduled installment that is unpaid at the time such additional Tranche B Term Loan is made." D. Subsection 2.4B(iii)(e) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: (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 any Fiscal Year commencing with the Fiscal Year ending October

amount of Consolidated Excess Cash Flow for any Fiscal Year commencing with the Fiscal Year ending October 31, 2004, no later than 100 days after the end of each such Fiscal Year, 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 Fiscal Year minus (3) the aggregate amount for such Fiscal Year 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 commencing with the Fiscal Year ending October 31, 2004, the percentage in subclause (1) above shall be reduced to 50% of Consolidated Excess Cash Flow for any Fiscal Year during which the Consolidated Leverage Ratio as of the last day of such Fiscal Year is less than 2.50:1.00. E. Subsection 2.5A of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "A. TERM LOANS. The proceeds of the Term Loans made on the Closing Date, together with the proceeds of the debt capitalization of Company described in subsection 4.1E, shall be applied by Company to fund the Acquisition Financing Requirements. The proceeds of the Term Loans made on or after the Fifth Amendment Effective Date shall be applied by Company for working capital and other general corporate purposes, including without limitation to repurchase, redeem or otherwise retire Existing Senior Subordinated Notes and/or Senior Notes and/or Convertible Subordinated Notes." F. Section 2 of the Credit Agreement is hereby amended by adding thereto the following subsection 2.10 at the end thereof: "2.10 INCREASE IN COMMITMENTS. A. REQUEST FOR INCREASE. Provided no Event of Default has occurred and is continuing, upon notice to Administrative Agent (which shall promptly notify Lenders), Company may from time to time by written notice to Administrative Agent request an increase in (i) the Revolving Loan Commitments by an amount (for all such requests) not exceeding $25,000,000 and (ii) the Tranche B Term Loan Commitments by an amount (for all such requests) not exceeding $50,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000. B. INCREASE IN COMMITMENTS; ADDITIONAL LENDERS. Concurrently with any request by Company for an increase in Commitments pursuant to this subsection 2.10, Company shall notify Administrative Agent of each Lender that has agreed to increase its Revolving Loan Commitment or Tranche B Term Loan Commitment, as the case may be, and the amount of each such agreed increase. To achieve the full 4 amount of a requested increase in Commitments Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to Administrative Agent and its counsel, provided that Administrative Agent and, solely to the extent such Eligible Assignee is to have a Revolving Loan Commitment, Swingline Lender and each Issuing Lender, shall have consented to any such Eligible Assignee becoming a Lender. Company shall have no right to increase Commitments pursuant to this subsection 2.10 except to the extent Company obtains the agreement of one or more Lenders and/or Eligible Assignees (and, in the case of any such Eligible Assignee, any requisite consents) to accept such increase in Commitments. C. EFFECTIVE DATE AND ALLOCATIONS. If the Commitments are increased in accordance with this subsection 2.10, Administrative Agent and Company shall determine the effective date (each, an "Increase Effective Date") and the final allocation of such increase in Commitments. Administrative Agent shall promptly notify Company and the Lenders (and any designated Eligible Assignees) of the final allocation of such increase and the applicable Increase Effective Date. D. CONDITIONS TO EFFECTIVENESS OF INCREASE. As a condition precedent to each such increase in Commitments, Company shall deliver to Administrative Agent an Officer's Certificate of Company dated as of the applicable Increase Effective Date (i) certifying and attaching the resolutions adopted by Company approving

or consenting to such increase in Commitments, and (ii) certifying that, before and after giving effect to such increase in Commitments: (a) the representations and warranties contained herein and in the other Loan Documents are true, correct and complete in all material respects on and as of the applicable Increase Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; provided that where a representation and warranty is already qualified as to materiality, such representation and warranty shall be true, correct and complete as so qualified; (b) no event has occurred and is continuing that would constitute an Event of Default or a Potential Event of Default; and (c) each Loan Party has performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the applicable Increase Effective Date. Company shall either (1) prepay any Revolving Loans outstanding on the applicable Increase Effective Date or (2) submit a Notice of Borrowing requesting Revolving Loans as of the applicable Increase Effective Date (which Revolving Loans shall be funded solely by the Revolving Lenders that have increased their respective Revolving Loan Commitments as of such Increase Effective Date), in each case solely to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Pro Rata Shares of Revolving Loans arising from any nonratable increase in the Revolving Loan Commitments under this subsection 2.10." 1.3 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS A. Subsection 7.5A(xi) of the Credit Agreement is hereby amended by deleting the reference to "$25,000,000" therein and substituting "$50,000,000" therefor. B. Subsection 7.5A(xiii) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "(xiii) during any Fiscal Year ending on or after October 31, 2003, 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% 5 of Consolidated Excess Cash Flow for such Fiscal Year (the "MAXIMUM REPURCHASE AMOUNT"); provided that the Consolidated Leverage Ratio as of the last day of the most recently completed Fiscal Quarter, after giving effect to the proposed repurchase or redemption and any other repurchases or redemptions previously consummated during the current Fiscal Quarter as though they had occurred on the last day of the most recently completed Fiscal Quarter, is less than 3:00 to 1:00; provided further that (a) such percentage shall be increased to 50% of Consolidated Excess Cash Flow during any Fiscal Year for which the Consolidated Leverage Ratio as of the end of such Fiscal Year is less than 2:50 to 1:00, and (b) the Maximum Repurchase Amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Repurchase Amount for the previous Fiscal Year (without giving effect to any adjustment in accordance with subclause (b) of this proviso, and solely to the extent that such previous Fiscal Quarters ended on or after January 31, 2004) over the actual amount applied to repurchases or redemptions during such previous Fiscal Years; and" 1.4 TITLES OF CERTAIN AGENTS A. For purposes of this Amendment and the resyndication and repricing process contemplated hereby: (i) Credit Suisse First Boston, acting through its Cayman Islands Branch, shall be "Sole Lead Arranger" in connection with the resyndication and repricing of the Tranche B Term Loans; and

(ii) Credit Suisse First Boston, acting through its Cayman Islands Branch, and Wells Fargo Bank, National Association, shall be "Co-Lead Arrangers" in connection with the resyndication and repricing of the Tranche A Term Loans and the Revolving Loans. The term "Agents" as defined under the Credit Agreement shall be deemed for all purposes to include, without limitation, Credit Suisse First Boston, acting through its Cayman Islands Branch, in its capacity as "Sole Lead Arranger". 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 "FIFTH AMENDMENT EFFECTIVE DATE"): A. Company shall deliver to Lenders (or to Administrative Agent for Lenders) the following, each, unless otherwise noted, dated the Fifth Amendment Effective Date: 1. Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the State of Delaware, each dated a recent date prior to the Fifth Amendment Effective Date; 2. A certificate, dated as of the Fifth Amendment Effective Date, of its corporate secretary or an assistant secretary, certifying that there have been no changes in its Bylaws from the form of Bylaws previously delivered to Lenders; 3. Resolutions of its Board of Directors approving and authorizing the execution, delivery, and performance of this Amendment, certified as of Fifth Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; 4. Signature and incumbency certificates of its officers executing this Amendment; and 5. Executed copies of this Amendment. 6 B. Each Lender shall have executed this Amendment. C. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. D. Lenders shall have received copies of one or more favorable written opinions of counsel to Company, in form and substance reasonably satisfactory to Administrative Agent and its counsel, dated as of the Fifth Amendment Effective Date with respect to the enforceability of the Amended Agreement (as hereinafter defined) and as to such other matters as Administrative Agent acting on behalf of Lenders may reasonably request. SECTION 3. COMPANY'S REPRESENTATIONS AND WARRANTIES In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete as of the date of this Amendment: A. CORPORATE POWER AND AUTHORITY. Company has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT"). B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part

of Company. C. NO CONFLICT. The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to Company or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Company or any of its Subsidiaries in any manner that would be likely to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any of its Subsidiaries (other than Liens created under any of the Loan Documents in favor of Administrative Agent on behalf of Lenders or Permitted Encumbrances), or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Company or any of its Subsidiaries. D. GOVERNMENTAL CONSENTS. The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body. E. BINDING OBLIGATION. This Amendment has been duly executed and delivered by Company and this Amendment and the Amended Agreement are the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT. The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. 7 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 Fifth Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement. (ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents. B. FEES AND EXPENSES. Company acknowledges that all costs, fees and expenses as described in subsection 10.2 of the Credit Agreement incurred by Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Company.

C. HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. E. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. SECTION 5. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS Each guarantor listed on the signature pages hereof ("SUBSIDIARY GUARANTORS") hereby acknowledges that it has read this Amendment and consents to the terms thereof, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of each Subsidiary Guarantor under its applicable Subsidiary Guaranty shall not be impaired or affected and the applicable Subsidiary Guaranty is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each Subsidiary Guarantor further agrees that nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendment to the Credit Agreement. 8 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/ Kent P. Ainsworth ---------------------------------Name: Kent P. Ainsworth 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. William Fox ---------------------------------Name: S. William Fox Title: Director By: /s/ David I. Dodd ---------------------------------Name: David I. Dodd Title: Associate

AMAN ENVIRONMENTAL CONSTRUCTION, INC., a California corporation

By: /s/ Kent P. Ainsworth ---------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

BANSHEE CONSTRUCTION COMPANY, INC., a California corporation
By: /s/ Rita Armstrong ---------------------------------Name: Rita Armstrong Title: Vice President and Treasurer

CLEVELAND WRECKING COMPANY, a California Corporation
By: /s/ Rita Armstrong ---------------------------------Name: Rita Armstrong Title: Vice President and Treasurer

SIGNET TESTING LABORATORIES, INC., A DELAWARE CORPORATION By: /s/ Rita Armstrong ---------------------------------Name: Rita Armstrong Title: Vice President and Treasurer

URS CORPORATION-MARYLAND, a Maryland Corporation By: /s/ David C. Nelson ---------------------------------Name: David C. Nelson Title: Vice President and Treasurer URS CORPORATION-OHIO, an Ohio Corporation

RADIAN INTERNATIONAL LLC, a Delaware Limited Liability Company

By: /s/ David C. Nelson ---------------------------------Name: David C. Nelson Title: Vice President and Treasurer URS CONSTRUCTION SERVICES, INC., a Florida Corporation

By: /s/ David C. Nelson ---------------------------------Name: David C. Nelson Title: Vice President and Treasurer URS CORPORATION SOUTHERN, a California Corporation

By: /s/ Kent P. Ainsworth ---------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and chief Executive Officer URS CORPORATION, a Nevada Corporation

By: /s/ David C. Nelson ---------------------------------Name: David C. Nelson Title: Vice President and Treasurer URS GROUP INC., a Delaware Corporation

By: /s/ David C. Nelson ---------------------------------Name: David C. Nelson Title: Vice President and Treasurer

By: /s/ David C. Nelson ---------------------------------Name: David C. Nelson Title: Vice President and Assistant Treasurer URS OPERATING SERVICES, INC., a Delaware Corporation

URS CORPORATION GREAT LAKES, a Michigan Corporation By: /s/ Kent P. Ainsworth By: /s/ Peter J. Pedalino ----------------------------------

---------------------------------Name: Kent P. Ainsworth Title: Chief Financial Officer URS CORPORATION GROUP CONSULTANTS, a New York Corporation By: /s/ David C. Nelson ---------------------------------Name: David C. Nelson Title: Vice President and Treasurer

Name: Peter J. Pedalino Title: Vice President and Controller URS HOLDINGS, INC., a Delaware Corporation

By: /s/ David C. Nelson ---------------------------------Name: David C. Nelson Title: Vice President and Treasurer URS INTERNATIONAL INC., a Delaware Corporation By: /s/ David C. Nelson ---------------------------------Name: David C. Nelson Title: Vice President and Treasurer

LEAR SIEGLER SERVICES, INC., a Delaware Corporation

RADIAN ENGINEERING, INC. a New York Corporation

By: /s/ Kent P. Ainsworth --------------------------------Name: Kent P. Ainsworth Title: Executive Vice President EG&G DEFENSE MATERIALS, INC., a Utah Corporation

By: /s/ Kent P. Ainsworth ---------------------------------Name: Kent P. Ainsworth Title: Executive Vice President, Chief Financial Officer and Secretary

By: /s/ William Neeb ---------------------------------Name: William Neeb Title: Vice President, Chief Financial Officer and Assistant Treasurer EG&G TECHNICAL SERVICES, INC., a Delaware Corporation

URS CORPORATION AES., a Connecticut Corporation

By: /s/ Kent P. Ainsworth ---------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

By: /s/ Kent P. Ainsworth ---------------------------------Name: Kent P. Ainsworth Title: Executive Vice President

URS CORPORATION ARCHITECTURE-NC, P.C., a North Carolina Corporation

D&M CONSULTING ENGINEERS, INC., a Delaware Corporation

By: /s/ Kent P. Ainsworth ---------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer URS CORPORATION - NEW YORK, a New York Corporation

By: /s/ Kent P. Ainsworth ---------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer E.C. DRIVER & ASSOCIATES, INC., a Florida Corporation

By: /s/ Kent P. Ainsworth ---------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer URS RESOURCES, LLC, a Delaware Limited Liability Company

By: /s/ Kent P. Ainsworth ---------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

By: /s/ Kent P. Ainsworth ----------------------------------

Name: Kent P. Ainsworth Title: Attorney-in-fact LEAR SIEGLER LOGISTICS INTERNATIONAL, INC., a Delaware Corporation BNP PARIBAS AS A LENDER By: /s/ Kent P. Ainsworth ---------------------------------Name: Kent P. Ainsworth Title: Executive Vice President

By: /s/ James McCann ---------------------------------Name: James McCann Title: Director

BNP PARIBAS AS A LENDER By: /s/ Sandy Bertram ---------------------------------Name: Sandy Bertram Title: Vice President CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS A LENDER By: /s/ S. William Fox ---------------------------------Name: S. William Fox Title: Director HARRIS TRUST & SAVINGS BANK, AS A LENDER By: /s/Isabella Battista ---------------------------------Name: Isabella Battista Title: Vice President LANDMARK II CDO LIMITED, BY: ALADDIN CAPITAL MANAGEMENT LLC, AS MANAGER By: /s/ Joseph Moroney ---------------------------------Name: Joseph Moroney Title: Director CALLIDUS DEBT PARTNERS CDO FUND I, LTD BY: ITS COLLATERAL MANAGER, CALLIDUS CAPITAL MANAGEMENT, LLC, AS A LENDER By: /s/ Mavis Taintor ---------------------------------Name: Mavis Taintor Title: Managing Director TORONTO DOMINION (NEW YORK), INC., AS A LENDER By: /s/ Michelle Manning ---------------------------------Name: Michelle Manning Title: Vice President

DAVID L. BABSON & COMPANY INC. AS COLLATERAL MANAGER ON BEHALF OF THE INVESTMENT FUNDS UNDER ITS MANAGEMENT AS LISTED BELOW; ELC (CAYMAN) LTD. CDO SERIES 1999-I ELC (CAYMAN) LTD. 1999-III ELC (CAYMAN) LTD. 2000-I APEX (IDM) CDO I LTD TRYON CLO LTD. 2000-I SIMSBURY CLO. LIMITED SUFFIELD CLO, LIMITED

By: /s/ John Stelwagon -----------------------------------Name: John Stelwagon Title: Managing Director MAPLEWOOD (CAYMAN) LIMITED BY: DAVID L. BABSON & COMPANY INC. UNDER DELEGATED AUTHORITY FROM MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY AS INVESTMENT MANAGER By: /s/ John Stelwagon -----------------------------------Name: John Stelwagon Title: Managing Director BILL & MELINDA GATES FOUNDATION BY: DAVID L. BABSON & COMPANY INC. AS INVESTMENT MANAGER By: /s/ John Stelwagon -----------------------------------Name : John Stelwagon Title : Managing Director BABSON CLO TLD. 2003-I BY: DAVID L. BABSON & COMPANY INC., AS MANAGER By: /s/ John Stelwagon -----------------------------------Name: John Stelwagon Title: Managing Director

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY BY:

NOVA CDO 2001, LTD., AS A LENDER

DAVID L. BABSON & COMPANYINC. AS INVESTMENT MANAGER
By: /s/ John G. Martin ---------------------------------Name: John G. Martin Title: Vice President VENTURE CDO 2002, LIMITED, AS A LENDER BY ITS INVESTMENT ADVISER MIX ASSET MANAGEMENT LLC By: /s/ Thomas S. Leggett ---------------------------------Name: Thomas S. Leggett Title: Associate Vice President Public Bonds SCOTTSDALE INSURANCE AS A LENDER By: /s/ Martin Davey ---------------------------------Name: Martin Davey Title: Managing Director VENTURE II CDO, LIMITED, AS A LENDER BY ITS INVESTMENT ADVISER MIX ASSET MANAGEMENT LLC By: /s/ Martin Davey ---------------------------------Name: Martin Davey Title: Managing Director DRYDEN HIGH YEILD CDO 2001-I, BY PRUDENTIAL INVESTMENT MANAGEMENT, AS COLLATERAL MANAGER, AS A LENDER

By: /s/ John Stelwagon ---------------------------------Name: John Stelwagon Title: Managing Director NATIONWIDE MUTUAL INSURANCE COMPANY AS A LENDER

By: /s/ Thomas S. Leggett ---------------------------------Name: Thomas S. Leggett Title: Associate Vice President Public Bonds AMCO INSURANCE AS A LENDER

By: /s/ Thomas S. Leggett ---------------------------------Name: Thomas S. Leggett Title: Associate Vice President Public Bonds ANTARES CAPITAL CORPORATION, AS A LENDER

By: /s/ B. Ross Smead ---------------------------------Name: B. Ross Smead Title: Vice President DRYDEN LEVERAGED LOAN CDO 2002-II, BY PRUDENTIAL INVESTMENT MANAGEMENT, AS COLLATERAL MANAGER, AS A LENDER

By: /s/ John G. Martin ---------------------------------Name: John G. Martin Title: Managing Director MARINER CDO 2002, LTD AS A LENDER

By: /s/ B. Ross Smead ---------------------------------Name: B. Ross Smead Title: Vice President DRYDEN III - LEVERAGED LOAN CDO 2003, BY PRUDENTIAL INVESTMENT MANAGEMENT, AS COLLATERAL MANAGER, AS A LENDER

By: /s/ John G. Martin --------------------------------Name: John G. Martin Title: Vice President

By: /s/ B. Ross Smead ---------------------------------Name: B. Ross Smead Title: Vice President

LOAN FUNDING V, LLC, BY PRUDENTIAL INVESTMENT MANAGEMENT, AS PORTFOLIO MANAGER, AS A LENDER By: /s/ B. Ross Smead

Title: Managing Director US BANK NATIONAL ASSOCIATION, AS A LENDER By: /s/ Douglas A. Rich ----------------------------------

---------------------------------Name: B. Ross Smead Title: Vice President ORIX FINANCIAL SERVICES, INC., AS A LENDER By: /s/ Christopher L. Smith ---------------------------------Name: Christopher L. Smith Title: Authorized Representative COLUMBIA FLOATING RATE ADVANTAGE FUND BY: HIGHLAND CAPITAL MANAGEMENT, L.P., ITS INVESTMENT ADVISOR, AS A LENDER By: /s/ Todd Travers ---------------------------------Name: Todd Travers Title: Senior Portfolio Manager, Highland Capital Management, L.R. COLUMBIA FLOATING RATE LIMITED LIABILITY COMPANY BY: HIGHLAND CAPITAL MANAGEMENT, L.P., ITS INVESTMENT ADVISOR, AS A LENDER By: /s/ Todd Travers ---------------------------------Name: Todd Travers Title: Senior Portfolio Manager, Highland Capital Management, L.R. CARLYLE HIGH YIELD PARTERS IV, LTD., AS A LENDER By: /s/ Linda Pace ---------------------------------Name: Linda Pace Title: Managing Director

Name: Douglas A. Rich Title: Vice President AIMCO CDO SERIES 2000-A, AS A LENDER By: /s/ Unreadable ---------------------------------Name: Unreadable Title: Unreadable AIMCO CDO SERIES 2001-A, AS A LENDER By: /s/ Unreadable ---------------------------------Name: Unreadable Title: Unreadable ALL STATE LIFE INSURANCE COMPANY, AS A LENDER By: /s/ Unreadable ---------------------------------Name: Unreadable Title: Unreadable THE ROYAL BANK OF SCOTLAND PLC., AS A LENDER By: /s/ Curtis Lueker ---------------------------------Name: Curtis Lueker Title: Vice President PROMETHEUS INVESTMENT FUNDING NO. 2 LTD, AS A LENDER By: /s/ James T. Li ---------------------------------Name: James T. Li Title: Associate Director

CARLYLE HIGH YIELD PARTERS III, LTD., AS A LENDER
By: /s/ Linda Pace ---------------------------------Name: Linda Pace

DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PORTFOLIO MANAGER FOR DENALI CAPITAL CLO I, LTD., OR AN AFFILIATE

SRF 2000, INC., AS A LENDER

By: /s/ John P. Thacker ---------------------------------Name: John P. Thacker Title: Chief Credit Officer DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PORTFOLIO MANAGER FOR DENALI CAPITAL CLO III, LTD., OR AN AFFILIATE

By: /s/ Diana M. Himes ---------------------------------Name: Diana M. Himes Title: Assistant Vice President ERSTE BANK DER OESTERREICHISCHEN SPARKASSES AG. AS A LENDER By: /s/ John Fay ----------------------------------

AN AFFILIATE

---------------------------------Name: John Fay Title: Vice President

By: /s/ John P. Thacker ---------------------------------Name: John P. Thacker Title: Chief Credit Officer GENERAL ELECTRIC CAPITAL CORPORATION AS A LENDER

By: /s/ Bryan J. Lynch ---------------------------------Name: Bryan J. Lynch Title: First Vice President FRANKLIN CLO IV, LTD., AS A LENDER

By: /s/Brian Schwinn ---------------------------------Name: Brian Schwinn Title: Duly Authorized Signatory TRANSAMERICA BUSINESS CAPITAL CORPORATION AS A LENDER By: /s/Brian Schwinn ---------------------------------Name: Brian Schwinn Title: Duly Authorized Signatory IKB CAPITAL CORPORATION AS A LENDER

By: /s/ Richard Hsu ---------------------------------Name: Richard Hsu Title: Vice President FRANKLIN CLO III, LTD., AS A LENDER

By: /s/ Richard Hsu ---------------------------------Name: Richard Hsu Title: Vice President FRANKLIN FLOATING RATE DAILY ACCESS FUND AS A LENDER By: /s/ Richard Hsu ---------------------------------Name: Richard Hsu Title: Vice President

By: /s/ David Snyder ---------------------------------NAME: DAVID SNYDER TITLE: PRESIDENT

SRF TRADING, INC., AS A LENDER FRANKLIN CLO I, LTD., AS A LENDER
By: /s/ Diana M. Himes ---------------------------------Name: Diana M. Himes Title: Assistant Vice President

By: /s/ Richard Hsu ---------------------------------Name: Richard Hsu Title: Vice President

FRANKLIN CLO II, LTD., AS A LENDER By: /s/ Richard Hsu ---------------------------------Name: Richard Hsu Title: Vice President FRANKLIN FLOATING RATE TRUST, AS A LENDER By: /s/ Richard Hsu ---------------------------------Name: Richard Hsu Title: Vice President

STANWICH LOAN FUNDING LLC, AS A LENDER By: /s/ Diane M. Himes ---------------------------------Name: Diane M. Himes Title: Assistant Vice President UNION BANK OF CALIFORNIA, N.A., AS A LENDER By: /s/ David Jackson ---------------------------------Name: David Jackson Title: Vice President

HAMILTON FLOATING RATE FUND, LLC, AS A LENDER By: /s/ Dean Stephan ---------------------------------Name: Dean Stephan Title: Managing Director PACIFICA CDO II, LTD., BY ALCENTRA AS A LENDER

WELLS FARGO, NATIONAL ASSOCIATION, AS A LENDER By: /s/ Marsha Poenisch ---------------------------------Name: Marsha Poenisch Title: Vice President BRYN MAWR CLO, LTD., BY: DEERFIELD CAPITAL MANAGEMENT LLC AS ITS COLLATERAL MANAGER, AS A LENDER

By: /s/ Anna Popovici ---------------------------------Name: Anna Popovici Title: Associate MUIRFIELD TRADING LLC, AS A LENDER

By: /s/ Dale Burrow ---------------------------------Name: Dale Burrow Title: Senior Vice President FOREST CREEK CLO, LTD., BY: DEERFIELD CAPITAL MANAGEMENT LLC AS ITS COLLATERAL MANAGER, AS A LENDER

By: /s/ Diane M. Himes ---------------------------------Name: Diane M. Himes Title: Assistant Vice President

PPM SPYGLASS FUNDING TRUST, AS A LENDER

By: /s/ Dale Burrow ---------------------------------Name: Dale Burrow Title: Senior Vice President LONG GROVE CLO, LIMITED BY: DEERFIELD CAPITAL MANAGEMENT LLC AS ITS COLLATERAL MANAGER, AS A LENDER

By: /s/ Diane M. Himes ---------------------------------Name: Diane M. Himes Title: Assistant Vice President PPM SHADOW CREEK FUNDING LLC, AS A LENDER

By: /s/ Diane M. Himes ---------------------------------Name: Diane M. Himes Title: Assistant Vice President

By: /s/ Dale Burrow ---------------------------------Name: Dale Burrow Title: Senior Vice President

ROSEMONT CLO, LTD., BY: DEERFIELD CAPITAL MANAGEMENT LLC AS ITS COLLATERAL MANAGER, AS A LENDER

LONGHORN CDO (CAYMAN) LTD., BY: MERRILL LYNCH INVESTMENT MANGERS, L.P., AS INVESTMENT ADVISOR

By: /s/ Dale Burrow ---------------------------------Name: Dale Burrow Title: Senior Vice President SEQUILS-CUMBERLAND I, LTD., BY: DEERFIELD CAPITAL MANAGEMENT LLC AS ITS COLLATERAL MANAGER, AS A LENDER

By: /s/ Anthony Heyman ---------------------------------Name: Anthony Heyman Title: Authorized Signatory

LONGHORN II, LTD., BY: MERRILL LYNCH INVESTMENT MANGERS, L.P., AS INVESTMENT ADVISOR By: /s/ Anthony Heyman ---------------------------------Name: Anthony Heyman Title: Authorized Signatory

By: /s/ Dale Burrow ---------------------------------Name: Dale Burrow Title: Senior Vice President THE NORINCHUKIN BANK, NEW YORK, AS A LENDER

MASTER SENIOR FLOATING RATE TRUSTS

By: /s/Fumiaki Ono ---------------------------------Name: Fumiaki Ono Title: General Manager MERRILL LYNCH PRIME RATE PORTFOLIO BY: MERRILL LYNCH INVESTMENT MANAGERS, L.P. AS INVESTMENT ADVISOR By: /s/ Anthony Heyman ---------------------------------Name: Anthony Heyman Title: Authorized Signatory MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO BY: MERRILL LYNCH INVESTMENT MANAGERS, L.P., AS INVESTMENT ADVISOR By: /s/ Anthony Heyman ---------------------------------Name: Anthony Heyman Title: Authorized Signatory

By: /s/ Anthony Heyman ---------------------------------Name: Anthony Heyman Title: Authorized Signatory MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., AS A LENDER By: /s/ Julia Maslanka ---------------------------------Name: Julia Maslanka Title: Vice President NATIONAL CITY BANK, AS A LENDER By: /s/ Frank Byrne ---------------------------------Name: Frank Byrne Title: Account Manager ML CLO XII PILGRIM AMERICA (CAYMAN) LTD., BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER By: /s/ Robert Wilson ---------------------------------Name: Robert Wilson Title: Senior Vice President

ML CLO XV PILGRIM AMERICA (CAYMAN) LTD., BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER By: /s/ Robert Wilson ---------------------------------Name: Robert Wilson Title: Senior Vice President PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD, BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER By: /s/ Robert Wilson ---------------------------------Name: Robert Wilson Title: Senior Vice President PILGRIM CLO 1999-1 LTD., BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER By: /s/ Robert Wilson --------------------------------Name: Robert Wilson Title: Senior Vice President TRUMBULL THC, LTD., AS A LENDER By: /s/ Theresa Lynch --------------------------------Name: Theresa Lynch Title: Assistant Vice President

CALLIDUS DEBT PARTNERS CLO FUND II, LTD. BY: ITS COLLATERAL MANAGER, CALLIDUS CAPITAL MANAGEMENT, LLC AS A LENDER By: /s/ Wayne Wheller ---------------------------------Name: Wayne Wheller Title: Managing Director FORTIS CAPITAL CORP. By: /s/ John Preneta ---------------------------------Name: John Preneta Title: Executive Vice President By: /s/Stephen Suo ---------------------------------Name: Stephen Suo Title: Vice President PROMETHEUS INVESTMENT FUNDING NO. 1 LTD, BY HVB CREDIT ADVISORS LLC AS A LENDER By: /s/ James T, Li ---------------------------------Name: James T, Li Title: Associate Director By: /s/ Vicky S. Soo ---------------------------------Name: Vicky S. Soo Associate Director

JPMORGAN CHASE BANK AS TRUSTEE OF THE

OAKHILL SECURIITIES FUND, L.P. BY: OAK HILL SECURITIES GENERAL PARTNERSHIP, ITS GENERAL PARTNERS BY: OAK HILL SECURITIES MGP, INC., ITS GENERAL PARTNER By: /s/ Scott D. Krase ---------------------------------Name: Scott D. Krase Title: Vice President

ANTAREST FUNDING TRUST CREATED UNDER TRUST AGREEMENT DATED AS OF NOVEMBER 30, 1999, AS A LENDER By: /s/ Leslie Hundley ---------------------------------Name: Leslie Hundley Title: Assistant Vice President

OAKHILL SECURIITIES FUND II, L.P.

BANK LEUMI USA, AS A LENDER

BY: OAK HILL SECURITIES GENPAR II, L.P., ITS GENERAL PARTNERS
By: /s/ Natalya Kogan ---------------------------------Name: Natalya Kogan Title: Banking Officer

BY: OAK HILL SECURITIES MGP, INC., ITS GENERAL PARTNER

By: /s/ Scott D. Krase ---------------------------------Name: Scott D. Krase Title: Vice President

OAKHILL PARTNERS I, L.P. BY: OAK HILL CLO MANAGEMENT I, LLC, AS INVESTMENT MANAGER
By: /s/ Scott D. Krase ---------------------------------Name: Scott D. Krase Title: Authorized Person

MADISON AVENUE IV LTD., BY: METROPOLITAN LIFE INSURANCE COMPANY, AS COLLATERAL MANAGER, AS A LENDER
By: /s/ James R. Dingler ---------------------------------Name: James R. Dingler Title: Director

METROPOLITAN LIFE INSURANCE COMPANY, AS A LENDER
By: /s/ James R. Dingler ---------------------------------Name: James R. Dingler Title: Director

WHITNEY PRIVATE DEBT FUND, L.P., AS A LENDER
By: /s/ Kevin J. Curley ---------------------------------Name: Kevin J. Curley Title: Authorized Signatory

EXHIBIT 10.3 FORM OF OFFICER INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of March 23, 2004, between URS Corporation, a Delaware corporation (the "Company"), and ____________________ (the "Indemnitee"). RECITALS WHEREAS, highly competent persons are becoming more reluctant to serve or to continue to serve publicly held corporations as executive officers unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; WHEREAS, the current uncertainties relating to the availability of adequate insurance for executive officers have increased the difficulty for corporations to attract and retain competent and experienced persons to serve as executive officers; WHEREAS, the Company's Board of Directors (the "Board") has determined that the continuation of present trends in litigation will make it more difficult to attract and retain competent and experienced persons to serve as executive officers, that this situation is detrimental to the best interests of the Company's stockholders and that the Company should act to assure its executive officers that there will be increased certainty of adequate protection in the future; WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify its executive officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; WHEREAS, Indemnitee is an executive officer of the Company and is willing to serve and continue to serve for and on behalf of the Company in such capacity on the condition that the Company indemnify him or her to the fullest extent permitted by the laws of the State of Delaware and upon the other undertakings set forth in this Agreement; and WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability, in order to enhance Indemnitee's continued, effective service as an executive officer of the Company, the uncertainty of maintaining satisfactory director and officer liability insurance coverage, and in order to provide such protection pursuant to express contractual rights (intended to be enforceable irrespective of any amendment to the Company's Certificate of Incorporation or By-Laws (together, the "Charter Documents") or any change in the composition of the Board or an acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of expenses to Indemnitee as set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, Indemnitee's agreement to continue to serve as an executive officer of the Company and the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. CERTAIN DEFINITIONS. In addition to terms defined elsewhere herein, the following terms shall have the respective meanings indicated below when used in this Agreement: (a) CHANGE IN CONTROL. For purposes of this Agreement, "Change in Control" shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding Voting Securities (as defined below), or (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least fifty 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company's assets. (b) CLAIM. For purposes of this Agreement, "Claim" shall mean (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding (including any cross claim or counterclaim in any action, suit or proceeding), whether made pursuant to federal, state or other law (including securities laws) and (ii) any inquiry or investigation (including discovery), whether made, instituted or conducted by the Company or any other party, including any federal, state or other governmental entity, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other. (c) EXPENSES. For purposes of this Agreement, "Expenses" shall mean all costs (including attorneys' and experts' fees and expenses) and all other expenses and obligations paid or incurred in connection with investigating, defending (including affirmative defenses and counterclaims), being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal) any Claim relating to any Indemnifiable Event. 2.

(d) INDEMNIFIABLE EVENT. For purposes of this Agreement, "Indemnifiable Event" shall mean any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent, partnership committee member or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity. (e) INDEPENDENT LEGAL COUNSEL. For purposes of this Agreement, "Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 6, who shall not have otherwise performed services for the Company or Indemnitee within the past five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements). Notwithstanding the foregoing, the term "Independent Legal Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. (f) REVIEWING PARTY. For purposes of this Agreement, "Reviewing Party" shall mean any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the

Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel. (g) VOTING SECURITIES. For purposes of this Agreement, "Voting Securities" shall mean any securities of the Company that vote generally in the election of directors. 2. INDEMNIFICATION ARRANGEMENT; DETERMINATION OF RIGHT; BURDEN OF PROOF. (a) INDEMNIFICATION ARRANGEMENT. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Claim, had no reasonable cause to believe Indemnitee's conduct was unlawful. If so requested by Indemnitee, the Company shall advance (within ten (10) business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). (b) DETERMINATION OF RIGHT. Notwithstanding the foregoing, the obligations of the Company under Section 2(a) shall be subject to the following conditions: (i) Following written demand for indemnification, the Reviewing Party shall make a determination (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 6 hereof is involved) that Indemnitee is permitted to be indemnified under 3.

applicable law. If there has been no determination by the Reviewing Party within thirty days (30) after written demand for indemnification made under Section 2(a) or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of California or the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 6 hereof. (ii) The obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). (c) BURDEN OF PROOF. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

3. INDEMNIFICATION FOR ADDITIONAL EXPENSES. Without limiting the generality of Section 2, the Company shall indemnify Indemnitee against any and all expenses (including attorneys' fees) and, if requested by Indemnitee, shall (within five (5) business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or the Charter Documents relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) that remains unspent at the final disposition of the Claim to which the advance related. 4.

4. PARTIAL INDEMNITY, ETC. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim relating in whole or in part to an Indemnifiable Event, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all such Claims or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith. 5. NOTICE AND OTHER INDEMNIFICATION PROCEDURES. (a) NOTICE BY INDEMNITEE. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any Claim, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power to provide. The failure by Indemnitee to timely notify the Company of any Claim shall not relieve the Company from liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. (b) NOTICE BY COMPANY. If, at the time of the receipt of a notice of the commencement of or the threat of commencement of any Claim pursuant to Section 5(a) hereof, the Company has directors' and officers' liability insurance in effect, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies. (c) DEFENSE. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding; provided, that (i) the Indemnitee shall have the right to employ his or her counsel in any such proceeding at the Indemnitee's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. 5.

6. CHANGE IN CONTROL. If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under the Charter Documents, this Agreement or any other agreement now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company shall pay the reasonable fees of the Independent Legal Counsel referred to above and shall fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. 7. NO PRESUMPTIONS. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. 8. NONEXCLUSIVELY, ETC. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Charter Documents or the Delaware General Corporation Law ("DGCL") or otherwise. To the extent that a change in the DGCL (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Charter Documents and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. The indemnification provided under this Agreement shall continue as to the Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he or she may have ceased to serve in such capacity at the time of any Claim. 9. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that in certain instances, federal law or public policy may override applicable state law and prohibit the Company from indemnifying its 6.

directors under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (the "SEC") has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee. 10. LIABILITY INSURANCE. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the

maximum extent of the coverage available for any Company executive officer. 11. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: (a) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, prior to a Change in Control, unless the Board has authorized or consented to the initiation of such Claim and except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate. (b) LACK OF GOOD FAITH. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceedings was not made in good faith or was frivolous. (c) INSURED CLAIMS. To indemnify Indemnitee for Expenses or liabilities of any type whatsoever to the extent Indemnitee has otherwise actually received payment (under any insurance policy, the Charter Documents or otherwise) of the amounts actually indemnifiable hereunder. (d) CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for expenses or the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar successor statute. (e) UNAUTHORIZED SETTLEMENTS. To indemnify Indemnitee for any amounts paid in settlement of any Claim effected without the Company's written consent, which shall not be unreasonably withheld; provided, however, that the Company shall be permitted to settle any Claim except in any manner that would impose any penalty or limitation on Indemnitee without 7.

Indemnitee's written consent, which consent may be given or withheld in Indemnitee's sole discretion. (f) JUDICIAL DETERMINATION. To indemnify Indemnitee for (i) conduct finally adjudged as constituting active or deliberate dishonesty or willful fraud or illegality, or (ii) conduct finally adjudged as producing an unlawful personal benefit. 12. PROHIBITED LOAN LIMITATIONS. Notwithstanding any provision in this Agreement to the contrary, in the event that any Expense Advance or other advance payment of Expenses would amount to a prohibited loan pursuant to Section 402 of the Sarbanes-Oxley Act of 2002, as determined by final regulation of a regulatory body having jurisdiction to make such a determination or by a court of competent jurisdiction, then the Company shall not be required to make such Expense Advance or other advance payment of Expenses. 13. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two- (2-) year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

14. AMENDMENTS; WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 15. SUBROGATION. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. 16. BINDING EFFECT, ETC. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, assigns, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee 8.

continues to serve as an executive officer of the Company or of any other enterprise at the Company's request. 17. SEVERABILITY. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law. 18. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of ____________________, 200___. URS CORPORATION By:___________________________________ Name: Title: INDEMNITEE Name: 9.

EXHIBIT 10.4

EXHIBIT 10.4 FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of March 23, 2004, between URS Corporation, a Delaware corporation (the "Company"), and ____________________ (the "Indemnitee"). RECITALS WHEREAS, highly competent persons are becoming more reluctant to serve or to continue to serve publicly held corporations as directors unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; WHEREAS, the current uncertainties relating to the availability of adequate insurance for directors have increased the difficulty for corporations to attract and retain competent and experienced persons to serve as directors; WHEREAS, the Company's Board of Directors (the "Board") has determined that the continuation of present trends in litigation will make it more difficult to attract and retain competent and experienced persons to serve as directors, that this situation is detrimental to the best interests of the Company's stockholders and that the Company should act to assure its directors that there will be increased certainty of adequate protection in the future; WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify its directors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; WHEREAS, Indemnitee is a director of the Company and is willing to serve and continue to serve for and on behalf of the Company in such capacity on the condition that the Company indemnify him or her to the fullest extent permitted by the laws of the State of Delaware and upon the other undertakings set forth in this Agreement; and WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability, in order to enhance Indemnitee's continued, effective service as a director of the Company, the uncertainty of maintaining satisfactory director and officer liability insurance coverage, and in order to provide such protection pursuant to express contractual rights (intended to be enforceable irrespective of any amendment to the Company's Certificate of Incorporation or By-Laws (together, the "Charter Documents") or any change in the composition of the Board or an acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of expenses to Indemnitee as set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing premises, Indemnitee's agreement to continue to serve as a director of the Company and the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. CERTAIN DEFINITIONS. In addition to terms defined elsewhere herein, the following terms shall have the respective meanings indicated below when used in this Agreement: (a) CHANGE IN CONTROL. For purposes of this Agreement, "Change in Control" shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the "beneficial

owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent 50% or more of the total voting power represented by the Company's then outstanding Voting Securities (as defined below), or (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least fifty percent 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company's assets. (b) CLAIM. For purposes of this Agreement, "Claim" shall mean (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding (including any cross claim or counterclaim in any action, suit or proceeding), whether made pursuant to federal, state or other law (including securities laws) and (ii) any inquiry or investigation (including discovery), whether made, instituted or conducted by the Company or any other party, including any federal, state or other governmental entity, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other. (c) EXPENSES. For purposes of this Agreement, "Expenses" shall mean all costs (including attorneys' and experts' fees and expenses) and all other expenses and obligations paid or incurred in connection with investigating, defending (including affirmative defenses and counterclaims), being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal) any Claim relating to any Indemnifiable Event. (d) INDEMNIFIABLE EVENT. For purposes of this Agreement, "Indemnifiable Event" shall mean any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent, partnership committee member or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity. (e) INDEPENDENT LEGAL COUNSEL. For purposes of this Agreement, "Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 6, who shall not have otherwise performed services for the Company or Indemnitee within the past five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements). Notwithstanding the foregoing, the term "Independent Legal Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. (f) POTENTIAL CHANGE IN CONTROL. For purposes of this Agreement, a "Potential Change in Control" shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control, (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control, (iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing nine and one-half percent (9.5%) or more of the combined voting power of the Company's then outstanding Voting Securities, increases his beneficial ownership of such securities by five 2.

percentage points (5%) or more over the percentage so owned by such person or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. (g) REVIEWING PARTY. For purposes of this Agreement, "Reviewing Party" shall mean any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel. (h) VOTING SECURITIES. For purposes of this Agreement, "Voting Securities" shall mean any securities of the Company that vote generally in the election of directors. 2. INDEMNIFICATION ARRANGEMENT; DETERMINATION OF RIGHT; BURDEN OF PROOF. (a) INDEMNIFICATION ARRANGEMENT. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Claim, had no reasonable cause to believe Indemnitee's conduct was unlawful. If so requested by Indemnitee, the Company shall advance (within ten (10) business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). (b) DETERMINATION OF RIGHT. Notwithstanding the foregoing, the obligations of the Company under Section 2(a) shall be subject to the following conditions: (i) Following written demand for indemnification, the Reviewing Party shall make a determination (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 6 hereof is involved) that Indemnitee is permitted to be indemnified under applicable law. If there has been no determination by the Reviewing Party within thirty days (30) after written demand for indemnification made under Section 2(a) or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of California or the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 6 hereof. (ii) The obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). 3.

(c) BURDEN OF PROOF. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled. 3. INDEMNIFICATION FOR ADDITIONAL EXPENSES. Without limiting the generality of Section 2, the Company shall indemnify Indemnitee against any and all expenses (including attorneys' fees) and, if requested by Indemnitee, shall (within five (5) business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or the Charter Documents relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) that remains unspent at the final disposition of the Claim to which the advance related. 4. PARTIAL INDEMNITY, ETC. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim relating in whole or in part to an Indemnifiable Event, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all such Claims or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith. 5. NOTICE AND OTHER INDEMNIFICATION PROCEDURES. (a) NOTICE BY INDEMNITEE. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any Claim, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power to provide. The failure by Indemnitee to timely notify the Company of any Claim shall not relieve the Company from liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. (b) NOTICE BY COMPANY. If, at the time of the receipt of a notice of the commencement of or the threat of commencement of any Claim pursuant to Section 5(a) hereof, the Company has directors' and officers' liability insurance in effect, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies. (c) DEFENSE. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding; provided, that (i) the Indemnitee shall have the right to employ his or her counsel in any such proceeding at the Indemnitee's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. 4.

6. CHANGE IN CONTROL. If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under the Charter Documents, this Agreement or any other agreement now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company shall pay the reasonable fees of the Independent Legal Counsel referred to above and shall fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. 7. ESTABLISHMENT OF TRUST. In the event of a Potential Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee and from time to time upon written request of Indemnitee shall fund such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid; provided that in no event shall more than one hundred thousand dollars ($100,000) be required to be deposited in any trust created hereunder in excess of amounts deposited in respect of reasonably anticipated Expenses. The amount or amounts to be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party. The terms of the trust shall provide that (i) the trust shall be irrevocable, (ii) the trustee shall advance, within two (2) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the trust under the circumstances under which the Indemnitee would be required to reimburse the Company under Section 2(b) of this Agreement, (iii) the trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement, all unexpended funds in such trust shall be returned to the Company. The trustee shall be chosen by Indemnitee. Notwithstanding anything in this Agreement to the contrary, to the extent of the amount of funds in the trust corpus the Company shall have no obligation to indemnify Indemnitee under this Agreement. 8. NO PRESUMPTIONS. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. 9. NONEXCLUSIVELY, ETC. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Charter Documents or the Delaware General Corporation Law ("DGCL") or otherwise. To the extent that a change in the DGCL (whether by statute or judicial decision) permits greater indemnification by agreement than 5.

would be afforded currently under the Charter Documents and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. The indemnification provided under this Agreement shall continue as to the Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he or she may have ceased to serve in such capacity at the time of any Claim. 10. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that in certain instances, federal law or public policy may override applicable state law and prohibit the Company from indemnifying its directors under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (the "SEC") has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee. 11. LIABILITY INSURANCE. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director. 12. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: (a) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, prior to a Change in Control, unless the Board has authorized or consented to the initiation of such Claim and except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate. (b) LACK OF GOOD FAITH. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceedings was not made in good faith or was frivolous. (c) INSURED CLAIMS. To indemnify Indemnitee for Expenses or liabilities of any type whatsoever to the extent Indemnitee has otherwise actually received payment (under any insurance policy, the Charter Documents or otherwise) of the amounts actually indemnifiable hereunder. (d) CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for expenses or the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar successor statute. (e) UNAUTHORIZED SETTLEMENTS. To indemnify Indemnitee for any amounts paid in settlement of any Claim effected without the Company's written consent, which shall not be unreasonably withheld; provided, however, that the Company shall be permitted to settle any Claim except in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent, which consent may be given or withheld in Indemnitee's sole discretion. 6.

(f) JUDICIAL DETERMINATION. To indemnify Indemnitee for (i) conduct finally adjudged as constituting active or deliberate dishonesty or willful fraud or illegality, or (ii) conduct finally adjudged as producing an unlawful personal benefit. 13. PROHIBITED LOAN LIMITATIONS. Notwithstanding any provision in this Agreement to the contrary, in the event that any Expense Advance or other advance payment of Expenses would amount to a prohibited loan pursuant to Section 402 of the Sarbanes-Oxley Act of 2002, as determined by final regulation of a regulatory body having jurisdiction to make such a determination or by a court of competent jurisdiction, then the Company shall not be required to make such Expense Advance or other advance payment of Expenses. 14. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two- (2-) year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern. 15. AMENDMENTS; WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 16. SUBROGATION. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. 17. BINDING EFFECT, ETC. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, assigns, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director of the Company or of any other enterprise at the Company's request. 18. SEVERABILITY. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law. 7.

19. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of

conflicts of laws. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of ____________________, 200___. URS CORPORATION By:________________________________ Name: Title: INDEMNITEE Name: 8.

  

Exhibit 31.1  CERTIFICATIONS I, Martin M. Koffel, certify that: 1.  I have reviewed this quarterly report on Form 10-Q of URS Corporation;    2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;    3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;    4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;    b)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and    c)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

  

Exhibit 31.1  CERTIFICATIONS I, Martin M. Koffel, certify that: 1.  I have reviewed this quarterly report on Form 10-Q of URS Corporation;    2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;    3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;    4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;    b)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and    c)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and    b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.                       /s/ Martin M. Koffel Date: June 14, 2004               Martin M. Koffel         Chief Executive Officer        
  

  

      

   Exhibit 31.2 

  

  

      

   Exhibit 31.2 

CERTIFICATIONS I, Kent P. Ainsworth, certify that: 1.  I have reviewed this quarterly report on Form 10-Q of URS Corporation;    2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;    3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;    4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;    b)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and    c)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and    b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.                       Date: June 14, 2004 /s/ Kent P. Ainsworth             Kent P. Ainsworth         Chief Financial Officer        
  

  

      

  

  

  

      

   Exhibit 32 

CHIEF EXECUTIVE OFFICER AND CHIEF FINANACIAL OFFICER CERTIFICATION      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Martin M. Koffel, the Chief Executive Officer of URS Corporation (the “Company”) and Kent P. Ainsworth, the Chief Financial Officer of the Company, do each hereby certify that, to the best of their knowledge: 1.  The Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2004, to which this  Certification is attached as Exhibit 32 (the “Periodic Report”), fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, and    2.  The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.                       /s/ Martin M. Koffel Date: June 14, 2004                Date: June 14, 2004            Martin M. Koffel   Chief Executive Officer             /s/ Kent P. Ainsworth Kent P. Ainsworth   Chief Financial Officer