Exhibit 10.1





 


June 15, 2007


 


VECO
Corporation

3601 C Street, Suite 1000
 Anchorage, Alaska  99503


Re:          Business Combination
between  VECO Corporation and CH2M HILL
Companies, Ltd.


Ladies
and Gentlemen:


CH2M
HILL Companies Ltd., an Oregon corporation (“CH2M
HILL”), is interested in the purchase of substantially all of
the operating businesses of VECO Corporation, a Delaware corporation (“VECO”), through the acquisition of
the outstanding stock of VECO (which at the time, will hold VECO’s operating
subsidiaries listed on Exhibit A hereto (“Included Subsidiaries”))
, and subject to certain exclusions as described below (the “Business”).  CH2M HILL and VECO, and VECO shareholders
(Tammy Kerrigan, Mark Allen, Shannon West, and Bill Allen, directly or
indirectly (collectively, the “Allen Family”)) , Peter Leathard (or affiliates), and Roger Chan (collectively with the
Allen Family, the “Stockholders,” and, together
with VECO, “Sellers”) hereby agree to
enter into a business combination (the “Transaction”)
upon the terms set forth herein.


This
letter (the “Term Sheet”) is intended to
set forth the essential terms with respect to the Transaction upon which we
agree and which will form the basis of our negotiations of a definitive
agreement.


1.             Material Terms and Conditions.



	
  Purchase Price

  	
   

  	
  The aggregate purchase price for the Transaction
  shall be approximately  $365,000,000
  (the “Purchase Price”), payable as follows:

   

  $350,000,000 of the Purchase Price will be paid to
  the Stockholders in immediately available funds on the Closing Date (as such
  term is defined below), net of the following amounts:

   

  - The
  Purchase Price shall be adjusted up or down for the difference between the
  working capital of the Included Subsidiaries at the Closing Date and the
  working capital of VECO as of March 31, 2007 of $59,836,009(1);

  


  (1) Current
  Assets less Current Liabilities of VECO Corporation as of March 31, 2007,
  excluding cash and debt as reflected on the financial statements provided to
  CH2M HILL as part of the Letter of Intent ($218,770,000 - $158,944,000 =
  $59,836,000).

  - The
  Purchase Price will be adjusted downward for the outstanding principal amount
  of outstanding indebtedness owed by the Included Subsidiaries as of the
  Closing Date, together with interest accrued there on to the Closing Date,
  except for up to $16,000,000 of indebtedness secured by the VECO Alaska
  Building and owed to Wells Fargo Bank NA (which will be assumed by
  CH2M HILL at Closing). For these purposes, debt related to the defeseance
  of the VAB building mortgage shall be disregarded (subject to appropriate
  adjustment to the extent of any undefeased portions of such debt);

   

  - $70,000,000
  of the Purchase Price (the “Holdback Amount”) will be held back by CH2M HILL
  (with appropriate interest) or held with an independent escrow

   

   

  
	
   

  	
   

  	
   

  



 













 


	
  

  	
   

  	
  agent (as shall be agreed upon by the parties in
  connection with the definitive agreements) as security for reasonable and
  actual out-of-pocket costs and expenses and liability that CH2M HILL may
  suffer in respect of certain Retained Liabilities or breaches of
  representations, warranties, indemnifications or agreements as set forth in
  the definitive agreements. Earnings and interest on the holdback/escrow shall
  be for the benefit of the Stockholders and shall be released periodically.
  Whether the Holdback Amount shall serve as sole and exclusive remedy for
  breaches of representations and warranties and indemnification shall be
  determined in connection with negotiation of the definitive agreements.

   

  -The disposition
  or handling of the unfinished building on Sakhalin shall be determined in
  connection with negotiation of the definitive agreements.

   

  -The Purchase
  Price shall be decreased by $5,000,000 in respect of the Norcon Property and
  an additional amount in respect of Norcon moving costs and leasehold
  improvements.

   

  On the first anniversary of the Closing Date, CH2M
  HILL/the escrow agent shall release $30 million of the Holdback Amount to
  Sellers, less any amounts then in dispute or previously applied to the
  indemnification obligations under the definitive agreements or any other
  Transaction document. On the third anniversary of the Closing Date, CH2M
  HILL/escrow agent shall release the balance of the Holdback Amount to
  Sellers, less any amounts then in dispute or previously applied to the
  indemnification obligations under the definitive agreements or any other
  Transaction document. In connection with negotiation of the definitive
  agreements, the parties will discuss as to the release of another portion of
  the Holdback Amount on the second anniversary of the Closing Date and on
  specific milestones for early release of additional portions of the Holdback
  Amount, together with other related provisions, including as to “baskets,”
  but Sellers acknowledge that CH2M HILL has no intention to agree to any such
  early release.

  



 


	
  Acquired Interest

  	
   

  	
  On the Closing Date, the applicable Sellers shall
  sell and deliver to Purchaser, free and clear of all liens and encumbrances
  (except as otherwise provided elsewhere in this Term Sheet) all Sellers’
  right, title and interest all outstanding stock in VECO that at Closing will
  contain all the Included Subsidiaries (as reflected in Exhibit A to this Term
  Sheet) and their assets and will not include Sellers’ Retained Assets (as
  reflected on Exhibit B to this Term Sheet) (collectively, the  “Acquired Interest”).  The parties agree that they shall in good faith continue
  to consider alternative transactions, that yield the same tax effect to the
  Sellers, but that would not involve the sale of stock of VECO, so long as
  such alternatives will permit closing by August 31, 2007.

  
	
   

  	
   

  	
   

  
	
  Retained
  Liabilities

  	
   

  	
  Except for the liabilities of the Included
  Subsidiaries, Purchaser shall be indemnified through the Holdback Amount for
  (a) any taxes attributable to or imposed upon Sellers or their affiliates, or
  attributable to or imposed upon the Acquired Interest for the period prior to
  the Closing Date, except to the extent taken into account in determining working
  capital, or in connection with the sale of the Acquired Interests by Sellers,
  (b) any criminal charges or investigations related to activities prior to
  Closing (collectively, the “Retained Liabilities”).

  
	
   

  	
   

  	
   

  
	
  Representations
  and Warranties

  	
   

  	
  The Purchase Agreement will include customary
  representations and warranties.

  



 



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  Survival of Representations
  and Warranties

  	
   

  	
  All representations and warranties of Sellers or
  Purchaser in the Purchase Agreement or any other Transaction document shall
  survive the Closing for a period to be agreed upon by the parties in the
  definitive agreements.

  
	
   

  	
   

  	
   

  
	
  Conduct of VECO
  Corporation

  	
   

  	
  From and after the date
  hereof until the earlier of the Closing Date or the Exclusivity Termination
  Date, VECO

   

  ·  shall conduct its business in the ordinary
  course, maintain insurance coverages in amounts consistent with past practice
  and use commercially reasonable efforts to preserve all rights of the
  entities comprising the Acquired Interests, and shall exercise commercially
  reasonable efforts to retain their employees and maintain good relationships
  with employees, contractors, customers and others having business dealings
  with VECO and Acquired Interests; and

   

  ·  without limiting the generality of the
  foregoing, shall not, without CH2M HILL’s consent, not to be
  unreasonably withheld or delayed, sell or transfer any rights to capital
  assets in VECO or any of its subsidiaries (other than with respect to the
  Seller’s Retained Assets), increase or materially change salaries, benefits
  or other compensation for its employees, other than in a manner consistent
  with past practice, or enter into any employment contracts not consistent
  with past practice, declare or pay any dividends or make any distributions
  with respect to VECO stock or stock of any of VECO’s subsidiaries (other than
  with respect to the Seller’s Retained Assets and other than for monthly
  dividends consistent with recent experience), bid or enter into or terminate
  any material agreements, cancel or waive any material claims or rights, or
  settle or compromise any material claims or disputes in a manner that would
  be material impediment on consummation of the Transaction or have a material
  adverse affect on the Business after Closing.

   

  Nothing in the foregoing is intended to prevent VECO
  and its subsidiaries from taking such steps as they deem reasonably necessary
  to preserve their ability to operate should the Transactions not close, nor
  shall anything in the foregoing prevent VECO (and subsidiaries) from refinancing
  its existing debt facilities or securing additional debt facilities, so long
  as such refinanced or additional debt facilities would not materially impede
  consummation of the Transaction or have a Material Adverse Effect on the
  Business after Closing.

  
	
   

  	
   

  	
   

  
	
  Closing Date

  	
   

  	
  The closing of the Transaction (the “Closing”) shall occur as soon as
  reasonably possible, and the parties anticipate that it will occur no later
  than August 31, 2007 (the “Closing Date”).

  



 



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  Conditions to Purchaser’s
  Obligations

  	
   

  	
  Purchaser’s obligation to consummate the Transaction
  shall be subject to the satisfaction, or waiver by Purchaser, of customary
  conditions precedent, including, without limitation:

   

  -there shall not
  have occurred and be continuing any Material Adverse Effect (as defined
  below);

   

  -Sellers shall
  have delivered to Purchaser all material consents required (a) for the
  transfer of the Acquired Interests and Included Subsidiaries, (b) for
  the consummation of the Transaction;

   

  -Completion of
  due diligence including the Special Investigation (defined below) to the
  satisfaction of CH2M HILL and its board of directors, provided that this
  condition shall not apply unless (i) such due diligence shows that VECO’s
  condition, properties, assets, liabilities, business, operations, or results
  of operations or prospects as of the date hereof are materially and adversely
  different from those as previously represented by VECO or (ii) CH2M HILL is
  not able to reasonably and adequately complete its due diligence because of
  limitations on access due to protection of the attorney client privilege or
  requirements of law or (iii) the results of such due diligence makes
  impossible the completion by KPMG of its audit as contemplated below;

   

  -Purchaser shall
  have received (a) evidence satisfactory to Purchaser that KPMG LLP has
  completed, at CH2M HILL’s expense, its work for the audit of the financial
  statements of VECO and/or Acquired Interests for each of the three fiscal
  years ended March 31, 2007, and is ready to deliver to Purchaser its
  audit report and (b) unaudited financial statements for the Acquired
  Assets for the quarter ended June 30, 2007, in each case satisfactory in
  form and substance to Purchaser;

   

  -Sellers shall
  have delivered to Purchaser an opinion of counsel, in form and substance
  reasonably acceptable to Purchaser;

   

  -the Purchase
  Agreement and the consummation of the Transaction shall have been approved
  and adopted by the unanimous vote of the Stockholders; and

   

  -no action,
  suit, or proceeding shall be pending or threatened in writing, other than due
  to CH2M HILL’s acts or omissions, wherein an unfavorable result would be
  reasonably likely to (a) prevent consummation of the Transaction,
  (b) cause the Transaction to be rescinded following the closing, or
  (c) materially adversely affect the right of Purchaser to own and
  operate the Acquired Interest.

   

  -There shall be
  in place an arrangement with respect to the previously discussed 4 key
  employees pursuant to which the compensation to be paid to them in connection
  with closing is paid 1/3 at closing, 1/3 at the first anniversary of closing,
  and 1/3 at the second anniversary, with appropriate non-competes from such
  employees; such payments shall adjust the Purchase Price.

   

  “Material Adverse Effect” means any event,
  change or effect that, when taken individually or together with all other
  adverse events, changes and effects, is or is reasonably likely to
  (i) be materially adverse to the condition (financial or otherwise),
  properties, assets (including Acquired Interests), liabilities, business,
  operations, results of operations or prospects of VECO, the Acquired
  Interests or the Included Subsidiaries, taken as a whole, or
  (ii) prevent or materially delay consummation of the Transaction or
  otherwise to prevent either party or their respective affiliates from

  



 



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   performing
  their obligations under the Purchase Agreement, subject to customary
  exceptions (including, without limitation, for such effects due to the
  pendency or announcement of the Transaction, such effects due to acts or
  omissions within CH2M HILL’s control, changes in general or industry-wide
  economic conditions or financial markets, and acts of war and terrorism).

  
	
   

  	
   

  	
   

  
	
  Conditions to
  Sellers’ Obligations

  	
   

  	
  Sellers’ obligation to consummate the Transaction
  shall, in addition to negotiation of definitive agreements acceptable to the
  Sellers, be subject to the satisfaction, or waiver by Sellers, of customary
  conditions precedent, including, without limitation: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  -   Sellers shall have received the portion of
  the Purchase Price due and payable at Closing in accordance with the terms
  hereof; and 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  -   Seller shall be satisfied that Purchaser
  provided for the issuance of $15,000,000 in CH2M HILL Companies
  Limited’s restricted common stock at the price per share and other terms in
  effect at Closing to employees of Acquired Interests as determined by
  CH2M HILL in consultation with VECO’s senior management.

  



 


2.             Exclusivity.


(a)           Sellers recognize that CH2M HILL has spent, and will
continue to expend considerable money, effort, time and other resources performing
its due diligence investigation of VECO and negotiating the Purchase Agreement
for the Transaction.  Accordingly,
following the execution of this Term Sheet at any time prior to September 1,
2007 (the “Exclusivity Termination Date”), Sellers shall, and shall cause
Sellers’s representatives and VECO’s directors, officers and employees to, (i)
immediately halt any discussions with third parties regarding any transaction
the closing of which would be inconsistent with or interfere with or prevent or
delay the consummation of the Transaction (such a transaction being referred to
hereinafter as a “Competing Transaction”); and (ii) not hold any discussions
with, provide any information to any inquiry made by any third party concerning
a proposed acquisition, or cooperate in any way with, agree to, assist or
participate in, solicit, consider, entertain, facilitate or encourage, any
effort or attempt by any third party to do or seek any of the foregoing.  If at any time prior to the Exclusivity
Termination Date any of the Sellers is approached in any manner by a third
party concerning a competing Transaction (a “Competing Party”), Sellers shall
promptly inform CH2M HILL regarding such contact and provide a description of
the inquiry or proposal, including the name of such Competing Party.  The provisions of this paragraph shall not
apply with respect to any communication between VECO, its directors, officers
and employees that are required by law. 
Sellers shall be entitled to terminate exclusivity and this Term Sheet
(and such date of termination shall be then be deemed the Exclusivity
Termination Date) at any time upon five (5) days notice in the event CH2M HILL
at any time during the course of negotiation of definitive agreements, or as a
result of its due diligence or Special Investigation, advises Sellers that is
unwilling to proceed with the Transaction on the terms and conditions
contemplated by this Term Sheet, or breaches this Term Sheet in any material
respect, which breach is not cured within 5 days of notice from VECO; such
termination shall be in addition to other remedies Sellers may have for breach.


3.             Remedies


(a)           It is understood and agreed that money damages would not
be a sufficient remedy for any material breach of this Term Sheet by Sellers or
any of Sellers’ representatives and that CH2M HILL



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shall therefore be entitled
to seek equitable relief, including an injunction or specific performance, as a
remedy for any such breach.  Such
remedies shall not be deemed to be the exclusive remedies for a breach but
shall be in addition to all other remedies available at law or equity.


(b)           Without limiting the generality of the foregoing, if
Sellers or Sellers’ representatives materially breach this Term Sheet (and CH2M
HILL is not then otherwise in material breach), such breach is not cured within
5 days of notice from CH2M HILL and this Term Sheet is thereafter terminated by
CH2M HILL or Sellers without Closing occurring, the Sellers will promptly pay
to CH2M HILL, as its sole and exclusive monetary remedy, a fee of $20,000,000.


4.             Due Diligence.


(a)           Subject to the provisions of this Term Sheet, the Sellers
shall (i) cooperate fully with CH2M HILL 
and its advisors, accountants, lawyers, or representatives of CH2M HILL
(collectively, “CH2M HILL’s Representatives”) with respect to CH2M HILL’s due
diligence investigation of VECO; and (ii) cause the Sellers’ representatives,
directors, officers, employees, accountants, lawyers, brokers, financial
advisors, and any other agents or representatives (collectively, “Sellers’
Representatives”) to cooperate fully with CH2M HILL and CH2M HILL’s
Representatives with respect to CH2M HILL’s due diligence investigation of
VECO.  Without limitation of the
foregoing, Sellers shall provide CH2M HILL and CH2M HILL’s Representatives with
prompt and complete access during normal business hours to VECO’s key
employees, accountants, bankers, any documents, materials, books or records,
accounting records, and/or other information pertaining to VECO and its
subsidiaries and affiliates, whether stored on any electronic media or in hard
copy, subject to limitations necessary to protect the attorney client privilege
or as required by law (collectively, the “Records”).


(b)           The parties understand and agree that in order to close
the Transaction as contemplated by this Term Sheet, CH2M HILL, in addition to
the customary due diligence to be conducted pursuant to paragraph(a) above,
must engage into special due diligence designed to address its and its auditors’
reasonable concerns related to the conduct of VECO’s operations and various
investigations currently underway by the US Department of Justice, the Internal
Revenue Service, and other government agencies in jurisdictions where VECO does
business. The parties, therefore, agree that VECO will authorize CH2M HILL and
its advisors, including, but not limited to, special legal counsel Patton
Boggs, LLP and forensic auditors Ernst & Young, LLP (collectively “CH2M
HILL Investigators”) to conduct an investigation into transactions and activities,
whether or not currently known to the Sellers, that may affect VECO, its value,
assets, or potential liabilities (“Special Investigation”).  In connection with this Special
Investigation, VECO will provide to CH2M HILL Investigators full access to any
documents, materials, books or records, accounting records, and/or other
information, whether stored on any electronic media or in hard copy (also,
collectively, the “Records”), as deemed necessary by CH2M HILL Investigators to
conduct the Special Investigation, subject to limitations necessary to protect
the attorney client privilege or as required by law.  VECO will also cause its consultants and
advisors to release of any  Records in
their possession to CH2M HILL Investigators to the extent requested from time
to time by CH2M HILL, subject to limitations necessary to protect the attorney
client privilege or as required by law. 
VECO will exercise commercially reasonable efforts to provide access to
any officers, executives or employees for interviews in connection with the
Special Investigation.


(c)           VECO acknowledges the importance to the closing of the
Transaction of the completion of the work for an audit of VECO’s financial
statements for fiscal year 2005, 2006 and 2007. 
Therefore, pursuant to the terms of the engagement of KPMG by CH2M
HILL  at CH2M HILL’s expense for the
purpose of completing the audit of VECO’s financial statements, the parties
agree that VECO will authorize KPMG to conduct an additional investigation, as deemed
reasonably necessary by KPMG to complete its audit of VECO’s financial
statements, subject to limitations necessary to protect the attorney client
privilege or as required by law.  VECO
will authorize KPMG to have full access to all Records, as


 



 6 















 


deemed reasonably necessary by KPMG to conduct its investigation,
subject to limitation necessary to protect the attorney client privilege or as
required by law.  VECO will not object to
the release of any Records in the possession of its consultants or advisors,
subject to limitations necessary to protect the attorney client privilege or as
required by law.  VECO will exercise
commercially reasonable efforts to provide access to any officers, executives
or employees for interviews in connection with its investigation.


(d)           CH2M HILL will
provide to the Sellers its first draft of the definitive documentation by July
9, 2007.   The parties will endeavor to
make their HSR filings by July 16, 2007.


5.             Miscellaneous.


(a)           Public Announcements.  The parties shall, in connection with
execution of this letter, issue a press release in the form as agreed upon by
the parties.  Subject to the foregoing,
the parties hereto shall not make any further public announcements about the Transaction
or terms thereof without the prior consent of the other party make or as
required under applicable law or regulatory authority, it being understood that
CH2M HILL is obligated to disclose the Transaction pursuant to the
requirements of the United States Securities and Exchange Commission.


(b)           Costs and Expenses. 
Except as otherwise provided herein, each party hereto will pay all of
its own costs and expenses incurred at any time in connection with the
negotiations or consummation of the Transaction, including legal fees, broker’s
fees, finder’s fees, fees of financial advisors and accountants and expenses of
its representatives, whether or not the Transaction is consummated.


(c)           Third Parties. 
Sellers represent and warrant that they have full authority to enter
into this Term Sheet without contravention of any agreement, commitment or
other existing arrangement, and that CH2M HILL will not incur any liability, in
connection with this Term Sheet or the Transaction, to any third party with
whom Sellers or Sellers’ representatives have had discussions regarding the
sale of VECO or Acquired Interests. 
Sellers shall pay any broker’s commissions or finder’s fees due pursuant
to the terms of any agreement between any of the Sellers and a third
party.  This paragraph will survive the
termination of this Term Sheet.


(d)           Governing Law; Jurisdiction; Waiver of Jury Trial.  This Term Sheet will be governed by and
construed under the laws of the State of Delaware without regard to conflicts
of laws principles.  Any and all actions
or proceedings seeking to enforce any provision of, or based an any right
arising out of, this agreement shall be brought in the courts of the State of
Washington, County of King including Federal Courts located therein, should
Federal jurisdiction requirements exist. 
Each of the parties consents to the jurisdiction of such courts (and of
the appropriate appellate courts) in any such action or proceeding and waives
any objection to venue laid therein. 
Process in any action or proceeding referred to in the preceding sentence
may be served on any party anywhere in the world.  The parties hereto specifically waive any
right to a jury trial with respect to any matter arising under this agreement.


(e)           Entire Agreement. 
The provisions of this Term Sheet constitute the entire agreement
between the parties and supersede all prior oral or written agreements,
understandings, representations and warranties, and dealings between the
parties on the subject matter hereof (including, without limitation, the letter
of May 14, 2007), except as provided below.


(f)            Amendment. 
This agreement may be amended or modified only by a writing executed by
each of the parties.


(g)           Notices.  All
notices required hereunder or pertaining hereto shall be in writing and shall
be deemed delivered and effective upon either (a) five days after deposit in
the U.S. mail, postage prepaid, (b) personal delivery, (c) confirmation of an
electronic transmission, after which the notice will be sent



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within two business days by
recognized express courier service, as specified in (d) below, or (d) the
earliest of delivery, refusal of the addressee to accept delivery or failure of
delivery after at least one attempt during normal business hours, in each case
as such events are recorded in the ordinary business records of the delivery
service, which will be by recognized express courier service (such as United
Parcel Service), with all charges prepaid or charged to the sender’s account,
to the applicable address set forth below or at such other address as shall be
specified in writing in accordance with this paragraph:


	
  If to CH2M HILL:

  	
   

  	
  9191 S. Jamaica St.

  
	
   

  	
   

  	
  Englewood, CO 80112

  
	
   

  	
   

  	
  Att: M. Catherine Santee and

  
	
   

  	
   

  	
  Margaret B. McLean

  
	
   

  	
   

  	
   

  
	
  If to VECO:

  	
   

  	
   

  
	
   

  	
   

  	
  VECO Corporate

  
	
   

  	
   

  	
  3601 C Street, Suite 1000

  
	
   

  	
   

  	
  Anchorage, Alaska 99503

  
	
   

  	
   

  	
  Att.: Tom Corkran

  
	
   

  	
   

  	
   

  
	
  If to
  Stockholders:

  	
   

  	
  c/o David H. Bundy

  
	
   

  	
   

  	
  3201 C Street, Suite 301

  
	
   

  	
   

  	
  Anchorage, Alaska 99503

  



 


(g)           Counterparts. 
This Term Sheet may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this agreement and all of which,
when taken together, will be deemed to constitute one and the same instrument.


(h)           Confidentiality Agreement. VECO and CH2M HILL Inc.,
a [subsidiary] of CH2M HILL executed that certain Confidentiality Agreement on
or about August 26, 2006 (the “Confidentiality Agreement.  The parties, on behalf of themselves and
their respective subsidiaries and affiliates, agree to be bound by the terms of
the Confidentiality Agreement, subject to the following:


(i)            the Confidentiality Agreement shall remain in full force
and effect for a period of two (2) years from the date hereof (and ten (10)
years from the date hereof with respect to items provided under Section 4(b));
and


(ii)           the governing law specified herein shall also govern the
terms and conditions of the confidentiality obligations of the parties.


(j)            Non-solicitation.  The
parties executed that certain letter of intent, on May 15, 2007 (the “Letter of
Intent”).  The parties agree to be bound
by the non-solicitation provisions of paragraph 8 of the Letter of Intent,
subject to the following:


(i)            the non-solicitation prohibitions shall remain in full
force and effect for one (1) year from the date hereof;


(ii)           in addition to other VECO employees to whom the non-solicitation
provides, the parties expressly agree that the non-solicitation prohibition
shall apply with respect to the key VECO employees identified in the “Key VECO
Personnel” list attached hereto and incorporated herein; and


(iii)          the governing law specified herein shall also govern the
terms and conditions of the non-solicitation obligations of CH2M HILL.



 8 
 









 


 (j)           Representation
of CH2M HILL.  CH2M HILL represents
and warrants to the Sellers that it has all requisite company approvals and
approvals from third parties, to the extent necessary, to proceed with the
Transactions contemplated by this letter.


(k)           Prevailing party fees.  In the event of any dispute arising out of or
in connection with this Term Sheet, the prevailing party shall be entitled to
recover its reasonable attorneys fees and costs.


Please
sign and date this letter agreement in the space provided below to confirm the
mutual agreements set forth in this Term Sheet and return a signed copy to CH2M
HILL by the close of business (Seattle time) on June 15, 2007.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CH2M HILL Companies, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Catherine Santee

  
	
   

  	
   

  	
  M. Catherine Santee,

  
	
   

  	
   

  	
  Senior Vice President of
  Finance

  



 



 9 















Exhibit A


Included Subsidiaries


Veco
Gas Technology, Inc.


Veco
Equipment, Inc.


Veco
Properties, Inc.


Veco
36th Avenue, Inc.


Caspian
Veco Limited


Veco
Cyprus Limited


Veco
Sakhalin, Inc.


Veco
Services, Inc.


Veco
Alaska, Inc.


Norcon,
Inc.


Veco
USA, Inc.


Veco
Federal, Inc.


RTX,
Incorporated


Veco
Canada, Ltd.


Veco
Construction, Ltd.


Commonwealth
Construction Canada Ltd.


Veco Project Services, Ltd.


 



 10 















Exhibit B


Retained Businesses and Other Retained Assets


1.                                       Asia
Petroleum, Limited interest.


2.                                       The
Times Publishing Company


3.                                       Barbados
operations: Barbados based companies and all related contracts, including
contract interests currently held by Commonweath Construction Canada, Ltd.


4.                                       Contract
with Dublin Engineering for work in Syria


5.                                       Real
Estate located at 101 E. 100th Ave, Anchorage, AK 99515 (the “Norcon Property”)


6.                                       All
rights and proceeds associated with the VECO Canada Ltd. v. Consumers’ Co—Operative
Refineries Ltd.


7.                                       Raw
land located at Fairbanks, Homer, Kenai, and Slana.


8.                                       KeyMan
Life Insurance for Bill Allen, Peter Leathard, and Roger Chan


9.                                       VECO
Canada subsidiaries in Venezuela, including all related contracts and joint
venture interests such as (but not limited to) Ingeniera VECO de Venezuela, CA
and interest in Vecoven CA)


10.                                 VECO
Mediterranean Limited


11.                                 HEBL,
Inc. and all related contracts and arrangements.


12.                                 VECO-Bertrand,
Inc. and all related contracts.


13.                                 VECO
Engineering and Construction of Mexico, SA


14.                                 VECO
International, Inc.,  the Texas entity


15.                                 VECO
Middle East, Inc.


16.                                 VECO
Products, Inc.


17.                                 VECO
Properties Ltd., a British Columbia entity


18.                                 VECO
India Limited


19.                                 Southwest
VECO, Inc.


20.                                 VECO
Engineering and Construction Construction Co. Ltd., a Cypriot entity


21.                                 VECO
Engineering Limited, an Indian entity


22.                                 VECO
Abu Dhabi’s contracts for work in Sudan and Yemen


 



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