EXHIBIT G
EG&G VOTING AGREEMENT
This Voting Agreement (this "Agreement"), dated as of July 16, 2002, is
entered into by and among URS Corporation, a Delaware corporation ("Parent"),
Carlyle-EG&G, L.L.C., a Delaware limited liability company ("Carlyle-EG&G") and
EG&G Technical Services Holdings, L.L.C., a Delaware limited liability company
(the "Holder Representative", and, together with Carlyle-EG&G, the "Principal
Target Stockholders"). Capitalized terms used but not defined herein have the
meanings specified for such terms in the Merger Agreement (defined below).
Recitals
Whereas, on July 16, 2002, Parent, URS Holdings, Inc., a Delaware
corporation and wholly owned subsidiary of Parent ("Merger Sub 1"), URS-LSS
Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Parent
("Merger Sub 2"), Carlyle-EG&G Holdings Corp., a Delaware corporation ("EG&G")
and Xxxx Xxxxxxx Services, Inc., a Delaware corporation ("Xxxx"), entered into
an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which EG&G
will be merged with and into Merger Sub 1, and Xxxx will be merged with and into
Merger Sub 2 (the "Merger"), with each of Merger Sub 1 and Merger Sub 2 as a
surviving corporation;
Whereas, Carlyle-EG&G and the Holder Representative will be the principal
stockholders of EG&G and Xxxx, respectively, immediately prior to the Effective
Time of the Merger;
Whereas, subject to Parent obtaining the approval of its stockholders,
shares of Parent's Series D Convertible Participating Preferred Stock, par value
$.01 per share ("Bridge Preferred Stock"), will automatically convert into
shares of Parent Common Stock; and
Whereas, in order to induce Parent to enter into the Merger Agreement,
Parent has required that the Principal Target Stockholders enter into this
Agreement, upon the terms and subject to the conditions hereinafter set forth,
with respect to the number of shares of EG&G Common Stock and shares of Xxxx
Common Stock owned by each respective Principal Target Stockholder, as set forth
on Schedule I hereto, and EG&G and Xxxx have required that Parent enter into
this Agreement, upon the terms and subject to the conditions hereinafter set
forth;
Now, Therefore, in consideration of the mutual agreements and covenants
contained herein and other good and valuable consideration, the parties hereto
agree as follows:
ARTICLE 1
Agreement to Vote Shares
Section 1.1 Agreement to Vote.
(a) Each of the Principal Target Stockholders hereby agrees that
during the time this Agreement is in effect, at any meeting of the stockholders
of EG&G or Xxxx, as
1.
applicable, however called, and in any action by consent of the stockholders of
EG&G or Xxxx, as applicable, such stockholder will vote or cause to be voted:
(i) all of the shares of EG&G Common Stock or Xxxx Common Stock set forth
opposite such stockholder's name on Schedule I hereto and (ii) any and all
shares of EG&G Common Stock or Xxxx Common Stock acquired by such stockholder on
or after the date hereof, subject to the termination of this Agreement pursuant
to Section 5.1 hereof, in favor of the Merger, the Merger Agreement (as it may
be amended from time to time) and the transactions contemplated by the Merger
Agreement.
(b) Each of the Principal Target Stockholders hereby agrees that,
after the Effective Time of the Merger, during the time this Agreement is in
effect, at any meeting of the stockholders of Parent, however called, and in any
action by consent of the stockholders of Parent, such stockholder will vote all
of the shares of Parent Common Stock received by such stockholder pursuant to
the Merger Agreement, subject to termination of this Agreement pursuant to
Section 5.1 hereof, to approve the issuance of Parent Common Stock upon
conversion of the Bridge Preferred Stock; provided that this Section 1.1(b)
shall not require any Principal Target Stockholders to vote, or cause to be
voted, with respect to any matter presented to the stockholders of Parent for a
vote, any shares of Parent Common Stock that such Principal Target Stockholder
sells in accordance with Section 3.3 prior to the record date with respect to
the vote on such matter.
Section 1.2 Adjustment upon Changes in Capitalization.
In the event of any change in the shares of EG&G Common Stock, Xxxx Common
Stock or Parent Common Stock, by reason of any stock dividends, splits, mergers,
recapitalizations or other changes in the corporate or capital structure of
EG&G, Xxxx, or Parent, the number and kind of shares of EG&G Common Stock, Xxxx
Common Stock or Parent Common Stock, as applicable, subject to this Agreement
shall be appropriately adjusted.
ARTICLE 2
Representations And Warranties
Of The Principal Target Stockholders
Each of the Principal Target Stockholders hereby severally represents and
warrants to Parent as follows:
Section 2.1 Title to Common Stock.
As of the date hereof, Carlyle-EG&G is the record and beneficial owner of
the number of shares of EG&G Common Stock set forth opposite such stockholder's
name on Schedule I hereto, and the Holder Representative is the indirect
beneficial owner of, and as of immediately prior to the Effective Time of the
Merger will be, the record and beneficial owner of the number of shares of Xxxx
Common Stock set forth opposite such stockholder's name on Schedule I hereto,
and such shares of EG&G Common Stock or Xxxx Common Stock, as applicable, are or
will be as of the Effective Time of the Merger, as applicable, all of the EG&G
Common Stock or Xxxx Common Stock, as applicable, owned, either of record or
beneficially, by such stockholder.
2.
Such shares of EG&G Common Stock or Xxxx Common Stock, as applicable, are owned
free and clear of all security interests, liens, claims, pledges, options,
rights of first refusal, agreements, limitations on voting rights, charges or
other encumbrances of any nature whatsoever other than pursuant to this
Agreement, except as disclosed to Parent prior to the execution and delivery of
this Agreement. Such stockholder has not appointed or granted any proxy, which
appointment or grant is still in effect, with respect to such shares of EG&G
Common Stock or Xxxx Common Stock, as applicable.
Section 2.2 Authority Relative to this Agreement.
Such stockholder has all requisite power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by such stockholder and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all limited
liability proceedings on the part of such stockholder necessary to authorize
this Agreement or to consummate such transactions. This Agreement has been duly
and validly executed and delivered by such stockholder and constitutes a legal,
valid and binding obligation of such stockholder, enforceable against such
stockholder in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
Section 2.3 No Conflict.
(a) Neither the execution and delivery of this Agreement nor the
consummation by such stockholder of the transactions contemplated hereby will
(i) conflict with or violate any law, rule, regulation, order, judgment or
decree applicable to such stockholder or by which the shares of EG&G Common
Stock or Xxxx Common Stock, as applicable, are bound or affected or (ii)
conflict with, or constitute a violation of, or constitute a default under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or encumbrance on any of
the shares of EG&G Common Stock or Xxxx Common Stock, as applicable, pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which such stockholder is
a party or by which such stockholder or the shares of EG&G Common Stock or Xxxx
Common Stock, as applicable, are bound or affected, except for any such
conflicts, violations, breaches, defaults or other occurrences that would not
prevent or delay the performance by such stockholder of its obligations under
this Agreement.
(b) The execution and delivery of this Agreement by such
stockholder do not, and the performance of this Agreement by such stockholder
will not, require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental or regulatory authority, except where
the failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications would not prevent or delay the performance by
such stockholder of its obligations under this Agreement.
3.
ARTICLE 3
Covenants Of The Principal Target Stockholders
Section 3.1 No Inconsistent Agreements.
Each of the Principal Target Stockholders, for the benefit of Parent,
hereby covenants and agrees that, except as contemplated by this Agreement or
the Merger Agreement, such stockholder shall not enter into any voting agreement
or grant a proxy or power of attorney with respect to its shares of EG&G Common
Stock or Xxxx Common Stock, as applicable, that is inconsistent with this
Agreement.
Section 3.2 Registration Rights Agreement; Management Rights and
Standstill Agreement.
Each of the Principal Target Stockholders hereby covenants and agrees to
(i) execute the Registration Rights Agreement, attached hereto as Exhibit A, and
the Management Rights and Standstill Agreement, attached hereto as Exhibit B, on
or prior to the Closing Date and (ii) cause TC Group, L.L.C. to execute the
Management Rights and Standstill Agreement, attached hereto as Exhibit B on or
prior to the Closing Date.
Section 3.3 Transfer of Title.
Each of the Principal Target Stockholders, for the benefit of Parent,
hereby covenants and agrees that, so long as this Agreement is in effect, such
stockholder will not transfer record or beneficial ownership of any of the
shares of EG&G Common Stock or Xxxx Common Stock, as applicable (including to
its members), unless the transferee agrees in writing to be bound by the terms
and conditions of this Agreement. The preceding sentence shall not apply to any
disposition of Parent Common Stock by a Principal Target Stockholder pursuant to
a registration statement prepared in accordance with the Registration Rights
Agreement, attached hereto as Exhibit A.
ARTICLE 4
Covenants Of Parent
Section 4.1 Other Agreements. Parent hereby covenants that it shall not
amend, waive, forgive performance of or terminate any agreement it now has or
hereafter enters into obligating one or more of its stockholders to vote, or
pursuant to which one or more of its stockholders agrees to vote, in favor of
approving the issuance of Parent Common Stock upon conversion of the Bridge
Preferred Stock and that it shall enforce any rights it has pursuant to any such
agreement.
4.
ARTICLE 5
Termination
Section 5.1 Termination.
This Agreement shall terminate automatically upon the earlier of (a) the
later to occur of (x) the Effective Time and (y) the date on which Parent
obtains the Parent Stockholder Approval and (b) the valid termination of the
Merger Agreement for any reason other than the failure to receive the approval
of the Merger Agreement by the stockholders of EG&G or Xxxx, as applicable, as
the result of a breach of this Agreement by one or more of the Principal Target
Stockholders.
Section 5.2 Effect of Termination.
In the event of the termination of this Agreement pursuant to Section 5.1
hereof, this Agreement shall forthwith become void and have no effect, without
liability on the part of any party hereto or its trustees, partners,
beneficiaries, directors, officers, stockholders or affiliates.
ARTICLE 6
Miscellaneous
Section 6.1 Notices.
All notices, requests, claims, demands and other communications under this
Agreement shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or sent by overnight courier (providing proof of
delivery) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):
If to the Principal Target Stockholders, to:
EG&G Technical Services Holdings, L.L.C.
c/o The Carlyle Group
0000 Xxxxxxxxxxxx Xxx., X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000
Facsimile No. (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxx
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxxx
000 Xxxxxxxx Xx., X.X., Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxx
Telecopy No. (000) 000-0000
5.
If to Parent, to:
URS Corporation
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxx
Telecopy No.: (000) 000-0000
with copies to:
Xxxxxx Godward LLP
Xxx Xxxxxxxx Xxxxx, 00/xx/ Xxxxx
Xxx Xxxxxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxxxx
Telecopy No. (000) 000-0000
Any party from time to time may change its address for the purposes of notices
hereunder by giving written notice to the other parties hereto of such new
address.
Section 6.2 Entire Agreement.
This Agreement constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements or
understandings, both written and oral, among the parties hereto with respect to
the subject matter hereof.
Section 6.3 Stockholder Capacity.
Each of the Principal Target Stockholders signs solely in its capacity as
the record holder and beneficial owner of such shares of EG&G Common Stock or
Xxxx Common Stock, as applicable.
Section 6.4 Specific Performance.
The parties agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this
Agreement in any court of the United States located in the State of Delaware or
in a Delaware state court, this being in addition to any other remedy to which
they are entitled at law or in equity. In addition, each of the parties hereto:
(a) consents to submit such party to the personal jurisdiction of any federal
court in the event any dispute arises out of this Agreement or any of the
transactions contemplated hereby; (b) agrees that such party will not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave
from any such court; (c) agrees that such party will not bring any action
relating to this Agreement or the transactions contemplated hereby in any court
other than a federal court sitting in the state of Delaware or a Delaware state
court; and (d) waives any right to trial by jury with respect to any claim or
6.
proceeding related to or arising out of this Agreement or any of the
transactions contemplated hereby.
Section 6.5 Severability.
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect and shall not in any way be affected or impaired thereby so
long as the economic or legal substance of this Agreement is not affected in any
manner materially adverse to any party.
Section 6.6 Amendment.
This Agreement may be amended only by a written instrument signed by each
of the parties hereto.
Section 6.7 Assignment.
Except as required by operation of law, this Agreement shall not be
assignable by the parties hereto without the prior written consent of each of
the other parties. This Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and their respective successors and permitted
assigns.
Section 6.8 Governing Law.
This Agreement shall be governed by the laws of the State of Delaware
without giving effect to the principles of conflicts of laws thereof.
7.
In Witness Whereof, the parties hereto have caused this Agreement to be
duly executed, in two or more counterparts, each of which shall be deemed to be
an original and all of which collectively shall be deemed to be one and the same
instrument, as of the date first written above.
Parent URS Corporation
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxxx, Executive Vice
President, Chief Financial Officer and
Secretary
Voting Agreement - Signature Page
EG&G Carlyle-EG&G Holdings Corp.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxx, Vice President
Xxxx Xxxx Xxxxxxx Services, Inc.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, President
Voting Agreement - Signature Page
Principal Target Stockholder Carlyle-EG&G, L.L.C.
By: /s/ Xxxxx X. Xxxx
----------------------------------------
Xxxxx X. Xxxx, Chairman
Principal Target Stockholder EG&G Technical Services Holdings, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxx, Vice President
Voting Agreement - Signature Page
Schedule I
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Principal Target Stockholder Common Stock of Common Stock of Xxxx
EG&G
-----------------------------------------------------------------------------------------
Carlyle-EG&G Holdings, L.L.C. 993,000 0
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EG&G Technical Services Holdings, L.L.C. 0 3,600,000**
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** These shares are currently owned by LSS Holdings, L.L.C. which is controlled
by the Holder Representative. Prior to the Merger, LSS Holdings, L.L.C. will
merge into Xxxx, after which (prior to the Merger), the Holder Representative
will own more than 99% of these shares.
