RecitalsEscrow Agreement • September 3rd, 2002 • Tc Group LLC • Services-engineering services • Delaware
ARTICLE 1Voting Agreement • September 3rd, 2002 • Tc Group LLC • Services-engineering services • Delaware
EXHIBIT D REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 22, 2002 by and among URS Corporation, a Delaware corporation (the "Corporation"), Blum Strategic Partners, L.P. ("Blum...Registration Rights Agreement • September 3rd, 2002 • Tc Group LLC • Services-engineering services • Delaware
separate account maintained pursuant to an Investment Management Agreement dated as of September 6, 1996 between the State Board of Administration of Florida, Carlyle Investment Group, L.P. and Carlyle Investment Management, L.L.C.Joint Filing Agreement • September 3rd, 2002 • Tc Group LLC • Services-engineering services
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock and Series D Convertible Participating Preferred Stock of beneficial interest of URS Corporation, a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EXHIBIT C MANAGEMENT RIGHTS AND STANDSTILL AGREEMENT This Management Rights and Standstill Agreement (this "Agreement") is made and entered into as of August 22, 2002 by and among URS Corporation, a Delaware corporation (the "Company"); Carlyle-EG&G,...Management Rights and Standstill Agreement • September 3rd, 2002 • Tc Group LLC • Services-engineering services • Delaware
by and amongMerger Agreement • September 3rd, 2002 • Tc Group LLC • Services-engineering services • Delaware
