EX-99.A 3 dex99a.txt EXHIBIT 99.A EXHIBIT A JOINT FILING AGREEMENT 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. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 3rd day of September, 2002. TCG HOLDINGS, L.L.C. By: /s/ Joseph E. Lipscomb -------------------------------------------- Joseph E. Lipscomb, Managing Director TC GROUP, L.L.C. By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb -------------------------------------------- Joseph E. Lipscomb, Managing Director CARLYLE PARTNERS II, L.P. By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb -------------------------------------------- Joseph E. Lipscomb, Managing Director CARLYLE SBC PARTNERS II, L.P. By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb ------------------------------ Joseph E. Lipscomb, Managing Director STATE BOARD OF ADMINISTRATION OF FLORIDA 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. By: Carlyle Investment Management, L.L.C., as Investment Manager By: /s/ Allan M. Holt -------------------------------------- Allan M. Holt, Managing Director CARLYLE INVESTMENT GROUP, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb -------------------------------------- Joseph E. Lipscomb, Managing Director CARLYLE INTERNATIONAL PARTNERS II, L.P. By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb -------------------------------------- Joseph E. Lipscomb, Managing Director CARLYLE INTERNATIONAL PARTNERS III, L.P. By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb -------------------------------------- Joseph E. Lipscomb, Managing Director C/S INTERNATIONAL PARTNERS By: TC Group II, L.L.C., its General Partner By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb -------------------------------------- Joseph E. Lipscomb, Managing Director CARLYLE-EG&G PARTNERS, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb -------------------------------------- Joseph E. Lipscomb, Managing Director CARLYLE-EG&G INTERNATIONAL PARTNERS, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb -------------------------------------- Joseph E. Lipscomb, Managing Director CARLYLE HIGH YIELD PARTNERS, L.P. By: TCG High Yield, L.L.C., its General Partner By: TCG High Yield Holdings, L.L.C., its Managing Member By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb -------------------------------------- Joseph E. Lipscomb, Managing Director CARLYLE-EG&G PARTNERS II, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb -------------------------------------------- Joseph E. Lipscomb, Managing Director CARLYLE-LSS PARTNERS, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb -------------------------------------------- Joseph E. Lipscomb, Managing Director CARLYLE-LSS INTERNATIONAL PARTNERS, L.P. By: TC Group, L.L.C., its General Partner By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb -------------------------------------------- Joseph E. Lipscomb, Managing Director TCG HIGH YIELD, L.L.C. By: TCG High Yield Holdings, L.L.C., its Managing Member By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb --------------------------------------------- Joseph E. Lipscomb, Managing Director TCG HIGH YIELD HOLDINGS, L.L.C. By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb --------------------------------------------- Joseph E. Lipscomb, Managing Director CARLYLE INVESTMENT MANAGEMENT, L.L.C. By: /s/ Allan M. Holt ----------------------------------------- Allan M. Holt, Managing Director TC GROUP II, L.L.C. By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Joseph E. Lipscomb ----------------------------------------- Joseph E. Lipscomb, Managing Director Carlyle-EG&G, L.L.C. By: /s/ Allan M. Holt ----------------------------------------- Allan M. Holt, Chairman EG&G Technical Services Holdings, L.L.C. By: /s/ Joseph E. Lipscomb -------------------------- Joseph E. Lipscomb, Vice President