URS CORP /NEW/ (Form: 8-K, Received: 09/26/2012 15:33:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2012

URS Corporation

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)


1-7567		94-1381538
(Commission File Number)		(IRS Employer Identification No.)

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (415) 774-2700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement and Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Supplemental Indenture to the Canadian Note Indenture

On May 14, 2012, URS Corporation (“URS”) completed its acquisition of Flint Energy Services Ltd. (“Flint Energy”), which was implemented through a court-approved plan of arrangement under the Business Corporations Act (Alberta) by and among URS Canada Holdings Ltd. (“URS Canada”), a wholly-owned subsidiary of URS, and the shareholders, option holders and other equity-based compensation holders of Flint Energy (the "Flint Acquisition"). On May 15, 2012, URS Canada amalgamated with Flint Energy pursuant to Alberta law. Prior to completion of the Flint Acquisition, Flint Energy, Computershare Trust Company of Canada (the “Canadian Trustee”) and the guarantors listed on the signature pages thereto entered into a Canadian note indenture, dated as of June 8, 2011, related to the issuance of CDN $175.0 million aggregate principal amount of 7.500% senior notes due 2019, as amended and supplemented by a supplemental indenture, dated as of October 20, 2011, between Flint Energy, the Canadian Trustee, Carson Energy Services Ltd. and Supreme Oilfield Construction Ltd., a second supplemental indenture, dated as of May 14, 2012, between Flint Energy and the Canadian Trustee, a third supplemental indenture, dated as of May 14, 2012, by and among Flint Energy, the Canadian Trustee, URS, URS Fox US LP, a Delaware limited partnership and wholly owned subsidiary of URS (“Fox LP”) and the Existing Guarantors (as hereinafter defined), and a fourth supplemental indenture, dated as of May 15, 2012, between the Canadian Trustee and the newly amalgamated company resulting from URS Canada’s amalgamation with Flint Energy pursuant to Canadian laws and regulations (the “Amalgamated Company”).

On September 24, 2012, URS E&C Holdings, Inc., URS International, Inc., URS Professional Solutions LLC, URS Resources, LLC (collectively the “Additional Guarantors”), the Amalgamated Company and the Canadian Trustee entered into a fifth supplemental indenture (the “Canadian Fifth Supplemental Indenture”), pursuant to which the Additional Guarantors agreed to guarantee the obligations of the Amalgamated Company.

A copy of the Canadian Fifth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the description above does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Supplemental Indenture to the United States Note Indenture

On March 15, 2012, to finance in part the Flint Acquisition, URS and Fox LP (collectively the “Issuers”), and U.S. Bank National Association (the “U.S. Trustee”) entered into an indenture (the “Base Indenture”), which was subsequently amended and supplemented by a supplemental indenture, dated as of March 15, 2012, among the Issuers, the guarantors party thereto (the “Existing Guarantors”) and the U.S. Trustee, pursuant to which the Issuers issued $400.0 million aggregate principal amount of 3.850% Senior Notes due 2017, a second supplemental indenture, dated as of March 15, 2012, among the Issuers, the Existing Guarantors and the U.S. Trustee, pursuant to which the Issuers issued $600.0 million aggregate principal amount of 5.000% Senior Notes due 2022, and a third supplemental indenture, dated as of May 14, 2012, among the Issuers, the United States subsidiaries of Flint Energy (collectively, the “Flint Subsidiary Guarantors”) and the U.S. Trustee, pursuant to which the Flint Subsidiary Guarantors agreed to guarantee the obligations of the Issuers.

On September 24, 2012, the Issuer, the Additional Guarantors and the U.S. Trustee entered into a fourth supplemental indenture to the Base Indenture (the “U.S. Fourth Supplemental Indenture”), pursuant to which the Additional Guarantors agreed to guarantee the obligations of the Issuers.

A copy of the U.S. Fourth Supplemental Indenture is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference, and the description above does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01. Financial Statements and Exhibits.

4.1 4.2	Fifth Supplemental Indenture, dated as of September 24, 2012, among Flint Energy Services Ltd., the additional guarantor parties thereto and Computershare Trust Company of Canada. FILED HEREWITH. Fourth Supplemental Indenture, dated as of September 24, 2012, among URS, Fox LP, the additional guarantor parties thereto and U.S. Bank National Association. FILED HEREWITH.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, URS Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	URS CORPORATION

Dated: September 26, 2012	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President, Chief Accounting Officer

Exhibit No.		Description
4.1 4.2		Fifth Supplemental Indenture, dated as of September 24, 2012, among Flint Energy Services Ltd., the additional guarantor parties thereto and Computershare Trust Company of Canada. Fourth Supplemental Indenture, dated as of September 24, 2012, among URS, Fox LP, the additional guarantor parties thereto and U.S. Bank National Association.

Exhibit 4.1

FIFTH SUPPLEMENTAL INDENTURE

This Fifth Supplemental Indenture and Guarantee, dated as of September 24, 2012 (this " Supplemental Indenture " or " Guarantee "), among URS E&C Holdings, Inc. (" URS Holdings "), URS International, Inc. (" URS International "), URS Resources, LLC (" URS Resources ") and URS Professional Solutions LLC (" URS Solutions " and together with URS Holdings, URS International and URS Resources, the " New Guarantors "), Flint Energy Services Ltd. (together with its successors and assigns, the " Issuer ") and Computershare Trust Company of Canada, as trustee, transfer agent, paying agent and registrar under such Indenture (the " Trustee ").

W I T N E S S E T H:

WHEREAS, the Issuer, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of June 8, 2011 (the " Original Indenture "), as amended and supplemented by the First Supplemental Indenture dated as of October 20, 2011 among Carson Energy Services Ltd., Supreme Oilfield Construction Ltd., the Issuer and the Trustee (the " First Supplemental Indenture "), as further amended and supplemented by the Second Supplemental Indenture dated as of May 14, 2012 between the Issuer and the Trustee (the " Second Supplemental Indenture "), as further amended and supplemented by the Third Supplemental Indenture dated as of May 14, 2012 among the Issuer, the Trustee and the guarantors listed on the signature pages thereto (the " Third Supplemental Indenture ") and as further amended and supplemented by the Fourth Supplemental Indenture dated as of May 15, 2012 between the Issuer and the Trustee (the " Fourth Supplemental Indenture "; the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, is hereinafter called the " Indenture "), providing for the issuance of an unlimited aggregate principal amount of 7.50% Senior Notes due 2019 of the Issuer (the " Notes "); and

WHEREAS, pursuant to Section 9.1(d) of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder, to add additional Guarantors.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each New Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and rateable benefit of the Holders as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms

As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals thereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1 Agreement to be Bound

Each New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture. For greater certainty, the provisions of Section 10.5 of the Indenture shall be applicable to each New Guarantor.

SECTION 2.2 Guarantee

Each New Guarantor hereby fully, unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations of the Issuer pursuant to the Notes and the Indenture and in any event no later than within 15 days of the Issuer failing to make payment.

ARTICLE III

Miscellaneous

SECTION 3.1 Notices

All notices and other communications to the New Guarantors shall be given as provided in the Indenture to the New Guarantors, at their address as set forth below:

600 Montgomery Street

26 th Floor

San Francisco, CA 94111

Fax: (415) 986-4167

Attention: Treasurer

In each case with a copy to (which shall not constitute notice):

Flint Energy Services Ltd.

700, 300 – 5 th Avenue S.W.

Calgary, Alberta T2P 3C4

Fax: (403) 215-5445

Attention: Chief Financial Officer

- and -

URS Corporation

600 Montgomery Street

26 th Floor

San Francisco, CA 94111

Fax: (415) 986-4167

Attention: Treasurer

SECTION 3.2 Parties

Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law

This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein.

SECTION 3.4 Severability Clause

In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.5 Ratification of Indenture; Supplemental Indenture; Part of Indenture; No Liability of Trustee

Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee does not make any representation or warranty as to the validity or sufficiency of this Supplemental Indenture or each New Guarantor’s Guarantee.

SECTION 3.6 Counterparts

The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 3.7 Headings

The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[ Signatures on following page ]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written.

FLINT ENERGY SERVICES LTD.


By:	/s/ W.J. (Bill) Lingard
	W.J. (Bill) Lingard
	Director, President and CEO

URS E&C HOLDINGS, INC.

as a Guarantor


By:	/s/ Judy Rodgers
	Judy Rodgers
	Treasurer

URS INTERNATIONAL, INC.

as a Guarantor


By:	/s/ Judy Rodgers
	Judy Rodgers
	Treasurer

URS RESOURCES, LLC

as a Guarantor


By:	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Member Representative

URS PROFESSIONAL SOLUTIONS LLC

as a Guarantor


By:	/s/ Judy Rodgers
	Judy Rodgers
	Treasurer

COMPUTERSHARE TRUST COMPANY OF CANADA , as Trustee


By:	/s/ Karen Biscope
	Karen Biscope
	Manager, Corporate Trust


By:	/s/ Laura Leong
	Laura Leong
	Corporate Trust Officer

Signature Page to Fifth Supplemental Indenture

This FOURTH SUPPLEMENTAL INDENTURE (this “ Fourth Supplemental Indenture ”), dated as of September 24, 2012, is entered into by and among URS CORPORATION, a Delaware corporation (“ Parent ”), URS FOX US LP, a Delaware limited partnership and a wholly owned subsidiary of Parent (“ Fox LP ,” and, together with Parent, the “ Issuers ”), the guarantors listed on the signature pages attached hereto (the “ Additional Guarantors ”) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “ Trustee ”), under the Indenture (as defined below).

WHEREAS, the Issuers, the guarantors party thereto (collectively, the “ Initial Guarantors ”) and the Trustee have heretofore executed and delivered to the Trustee an indenture (the “ Base Indenture ”), dated as of March 15, 2012, as amended and supplemented by a supplemental indenture, dated as of March 15, 2012, among the Issuers, the Initial Guarantors and the Trustee (the “ First Supplemental Indenture ”), a second supplemental indenture, dated as of March 15, 2012, among the Issuers, the Initial Guarantors and the Trustee (the “ Second Supplemental Indenture ”), and a third supplemental indenture, dated as of May 14, 2012, among the Issuers, the guarantors party thereto and the Trustee (the “ Third Supplemental Indenture ,” and the Base Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “ Indenture ”);

WHEREAS, Sections 2.1 and 9.1 of the Base Indenture provide, among other things, that the Issuers and the Trustee may, without the consent of Holders, enter into indentures supplemental to the Indenture to provide for specific terms applicable to any series of Securities;

WHEREAS, the Indenture provides that the Issuers shall cause any domestic Subsidiaries of Parent that become guarantors under Parent’s Credit Agreement to execute and deliver to the Trustee a supplement to the Indenture pursuant to which such domestic Subsidiary will guarantee payment of the Notes and all other Obligations of the Issuers on the same terms and conditions as those set forth in the Indenture (each an “ Additional Securities Guarantee ”);

WHEREAS, pursuant to Section 9.1 of the Base Indenture, the Issuers and the Trustee are authorized to execute and deliver this Fourth Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder of Notes (as defined below);

WHEREAS, the Issuers, the Additional Guarantors and the Trustee intend by this Fourth Supplemental Indenture to provide that the 3.850% Senior Notes due 2017 (the “ 2017 Notes ”) and the 5.000% Senior Notes due 2022 (the “ 2022 Notes ,” and, together with the 2017 Notes, the “ Notes ”) issued by the Issuers pursuant to the First Supplemental Indenture and the Second Supplemental Indenture, respectively, will be entitled to the benefits of the Additional Securities Guarantees of the Additional Guarantors;

WHEREAS, each of the Additional Guarantors intends by this Fourth Supplemental Indenture to execute an Additional Securities Guarantee with respect to the Notes; and

WHEREAS, all actions required to be taken by the Issuers, the Additional Guarantors and the Trustee under the Indenture to make this Fourth Supplemental Indenture a valid, binding and legal agreement of the Issuers, the Additional Guarantors and the Trustee have been done.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions . All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Indenture.

SUPPLEMENT TO THE INDENTURE

SECTION 2.01 Agreement to Guarantee . The Additional Guarantors hereby agree to guarantee the obligations of the Issuers (a) under the Notes on the terms and subject to the conditions set forth in Article X of the Base Indenture, (b) under the 2017 Notes on the terms and subject to the conditions set forth in Article VI of the First Supplemental Indenture, and (c) under the 2022 Notes on the terms and subject to the conditions set forth in Article VI of the Second Supplemental Indenture. From and after the date hereof, each of the Additional Guarantors shall be a Guarantor for all purposes under the Indenture and the Notes.

SECTION 2.02 Incorporation of Terms of Indenture . The obligations of each Additional Guarantor under the Additional Securities Guarantee shall be governed in all respects by the terms of the Indenture and shall constitute a Securities Guarantee thereunder. Each Additional Guarantor shall be bound by the terms of the Indenture as such terms relate to the Securities Guarantees with respect to the Notes.

SECTION 3.01 Amendment of Notes . This Fourth Supplemental Indenture shall be effective upon execution hereof by the Issuers, the Additional Guarantors and the Trustee, and any corresponding provisions reflected in the Notes shall also be deemed amended and supplemented in conformity with this Fourth Supplemental Indenture.

SECTION 3.02 Ratification of Indenture; Interpretation and Severability . This Fourth Supplemental Indenture is executed and shall be construed as an indenture supplement to the Indenture, and, as supplemented and modified hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument, except that, in the case of conflict between the Indenture and this Fourth Supplemental Indenture, the provisions of this Fourth Supplemental Indenture will control. Every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound by the Indenture, as supplemented and modified by this Fourth Supplemental Indenture, except that, in the case of conflict between the Indenture and this Fourth Supplemental Indenture, the provisions of this Fourth Supplemental Indenture will control. In case any provision in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

SECTION 3.03 Trust Indenture Act Controls . If any provision of this Fourth Supplemental Indenture limits, qualifies or conflicts with another provision that is required or deemed to be included in this Fourth Supplemental Indenture by the TIA, the required or deemed provision shall control.

SECTION 3.04 Governing Law . THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. EACH OF THE ISSUERS, THE ADDITIONAL GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FOURTH SUPPLEMENTAL INDENTURE OR THE ADDITIONAL SECURITIES GUARANTEES CONTEMPLATED HEREBY.

SECTION 3.05 Successors . All agreements of the Issuers, the Additional Guarantors and the Trustee in this Fourth Supplemental Indenture shall bind their respective successors.

SECTION 3.06 Multiple Originals . The parties hereto may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Fourth Supplemental Indenture. The exchange of copies of this Fourth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Fourth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 3.07 Headings . The article and section headings of this Fourth Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 3.08 Trustee Not Responsible for Recitals . The recitals contained herein shall be taken as statements of the Issuers and the Additional Guarantors, and the Trustee does not assume any responsibility for the accuracy of the recitals. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture, except that the Trustee represents that it is duly authorized to execute and deliver this Fourth Supplemental Indenture and perform its Obligations hereunder. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Fourth Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed and attested, all as of the date first above written.


By:	/s/ H. Thomas Hicks
Name:	H. Thomas Hicks
Title:	Chief Financial Officer


By:	/s/ H. Thomas Hicks
Name:	H. Thomas Hicks
Title:	Authorized Officer

ADDITIONAL GUARANTORS

URS E&C HOLDINGS, INC.


By:	/s/ H. Thomas Hicks
Name:	H. Thomas Hicks
Title:	Vice President and Chief Financial Officer

URS INTERNATIONAL, INC.


By:	/s/ H. Thomas Hicks
Name:	H. Thomas Hicks
Title:	Vice President

URS PROFESSIONAL SOLUTIONS LLC


By:	/s/ Judy L. Rodgers
Name:	Judy L. Rodgers
Title:	Vice President and Treasurer


By:	/s/ H. Thomas Hicks
Name:	H. Thomas Hicks
Title:	Member Representative

U.S. BANK NATIONAL ASSOCIATION


By:	/s/ Paula Oswald
Name:	Paula Oswald
Title:	Vice President

[Signature Page to Fourth Supplemental Indenture]