Exhibit 10.30


 


THIRD
AMENDMENT TO SENIOR


UNSECURED
REVOLVING CREDIT AGREEMENT


 


This Amendment (this “Amendment”), dated as of August 31,
2005, is made by and among CH2M HILL COMPANIES, LTD., an Oregon corporation,
CH2M HILL, INC., a Florida corporation, OPERATIONS MANAGEMENT INTERNATIONAL,
INC., a California corporation, and CH2M HILL INDUSTRIAL DESIGN &
CONSTRUCTION, INC., an Oregon corporation (each, a “Borrower” and
collectively, the “Borrowers”), and WELLS FARGO BANK, NATIONAL
ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, BANK ONE N.A., n/k/a JP Morgan Chase Bank, N.A., THE BANK
OF TOKYO-MITSUBISHI, LTD., BANK OF AMERICA, N.A. and THE NORTHERN TRUST
COMPANY, each in its capacity as a Lender and an Issuing Bank (each a “Lender”
and collectively, the “Lenders”) and WELLS FARGO BANK, NATIONAL
ASSOCIATION in its capacity as an Issuing Bank and in its capacity as agent for
itself and the other Lenders and in its capacity as lead arranger.


 


Recitals


 


The Borrowers and the Lenders are parties to that
certain $125,000,000 Senior Unsecured Revolving Credit Agreement dated as of July 28,
2003 as amended by that certain First Amendment to $125,000,000 Senior
Unsecured Revolving Credit Agreement, dated as of December 5, 2003 and
that certain Second Amendment to $125,000,000 Senior Unsecured Revolving Credit
Agreement dated as of June 21, 2004 (as so amended, the “Credit
Agreement”).


 


The Borrowers have requested that certain amendments
be made to the Credit Agreement, which the Lenders are willing to make pursuant
to the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the premises and
of the mutual covenants and agreements herein contained, it is agreed as
follows:


 


1.                                       Defined
Terms.  Capitalized terms used in
this Amendment including, without limitation, the recitals, which are defined
in the Credit Agreement shall have the same meanings as defined therein, unless
otherwise defined herein.  Although the
Credit Agreement is titled the $125,000,000 Senior Unsecured Revolving Credit
Agreement, going forward the parties will refer to the Credit Agreement as the
Senior Unsecured Revolving Credit Agreement. 
In addition, Section 1 of the Credit Agreement is hereby amended by
adding or amending, as the case may be, the following definitions:


 


“Capitalized Leases” means, in the case of any
Person, (a) all leases that have been, should be or are expected to be
recorded as capital leases on a balance sheet of such Person in accordance with
GAAP, and (b) the principal balance outstanding under the $23,000,000
Lease Obligations, the $53,000,000 Lease Obligations, the 2005 Lease
Obligations, any tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing transaction where such transaction is
considered borrowed money indebtedness for tax purposes but is classified as an
operating lease in accordance with GAAP.


 


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“Credit Obligations” means all present and
future liabilities, obligations and Indebtedness of the Borrowers, any of their
Subsidiaries or any other Obligor owing to the Agent or any Lender (or any
Affiliate of a Lender and including any Issuing Bank) under or in connection
with this Agreement or any other Credit Document, including obligations in
respect of principal, interest, reimbursement obligations under Letters of
Credit, fees, Letter of Credit fees, amounts provided for in Sections 3.2.4,
3.4, 3.5 and 12 and other fees, charges, indemnities and expenses from time to
time owing hereunder or under any other Credit Document (whether accruing
before or after a Bankruptcy Default).


 


“Final Maturity Date”
means July 28, 2009, or such later date to which the Final Maturity Date
has been extended in accordance with Section 2.6.


 


“Foreign Currency” means such currencies other
than United States Dollars as may be approved by the Lenders in their sole
discretion.  Each Foreign Currency must
be one (a) that is freely transferable and convertible into United States
Dollars, and (b) in which deposits are generally available to all Lenders
in the London Interbank Market.  The
Lenders approve each of the following as a Foreign Currency:  Canadian Dollars, Euros, Sterling, Australian
Dollars, Hong Kong Dollars and Singapore Dollars.


 


“Foreign Indebtedness” is defined in Section 9.7.15.


 


“Issuing Bank” means any Lender, as applicable,
in each case in its capacity as the issuer of a Letter of Credit.


 


“LC Available Credit” means the lesser of (a) $100,000,000
less the current Letter of Credit Exposure, or (b) the Available Credit.


 


“Lender” means each of the Persons listed as
lenders on the signature page hereto, including Wells Fargo in its
capacity as a Lender and the Swing Line Lender and each Lender in its capacity
as an Issuing Bank, and such other Persons who may from time to time own a
Percentage Interest in the Credit Obligations, but the term “Lender” will not
include any Credit Participant.


 


“Letter of Credit Agreement” means an Issuing
Bank’s standard letter of credit application and documentation modified to such
extent, if any, as such Issuing Bank deems necessary.


 


“Letter of Credit Exposure” means, at any date,
the sum of (a) the aggregate face amount of all drafts that may then or
thereafter be presented by beneficiaries under all Letters of Credit then
outstanding, plus (b) the aggregate face amount of all drafts that
the Issuing Banks have previously accepted under Letters of Credit but that the
Borrowers have not paid to such Issuing Banks.


 


“Multicurrency Available
Credit”  means the lesser of (i) the
U.S. Dollar Equivalent of $25,000,000 less the aggregate outstanding balance of
all Multicurrency LIBOR Loans, or (ii) the Available Credit.


 


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“Permitted Acquisition” means an Acquisition
that meets the following conditions:


 


(a)                                  Such
proposed Permitted Acquisition does not cause the aggregate cash purchase price
of all Acquisitions in any one calendar year to equal or exceed $100,000,000;
provided that the Required Lenders will not unreasonably withhold their consent
to additional Acquisitions and the Agent shall receive at least 10 days prior
written notice of any proposed Permitted Acquisition for which the cash
consideration exceeds $15,000,000;


 


(b)                                 Such
proposed Permitted Acquisition shall only involve assets or businesses
comprising a business, or those assets of a business, substantially of the type
engaged in by the Borrowers as of the date of this Agreement;


 


(c)                                  Such
proposed Permitted Acquisition shall be consensual and shall have been approved
by the Target’s board of directors (and stockholders to the extent required by
applicable law);


 


(d)                                 Prior
to the closing of such proposed Permitted Acquisition for which cash
consideration exceeds $15,000,000, the Borrowers shall deliver to the Agent,
pro forma Consolidated financial statements for the Parent and its
Subsidiaries, including the Target, in form satisfactory to the Agent,
accompanied by a certificate of a Financial Officer certifying that, after
giving effect to such proposed Permitted Acquisition, (i) the Borrowers
will be in compliance with the financial covenants set forth in Section 9.4
through 9.6 on a pro forma basis, (ii) the ratio of Total Funded Debt
divided by Adjusted EBITDA will not exceed 2.50 to 1.00 on a pro forma basis, (iii) any
secured Indebtedness assumed in such proposed Permitted Acquisition is purchase
money Indebtedness or Capitalized Leases secured only by the assets of the
Target acquired with the proceeds of such purchase money Indebtedness or
Capitalized Leases and (iv) no Default will exist;


 


(e)                                  The
business and assets of the Target shall be free of Liens, except Liens
permitted in connection with Indebtedness permitted to be assumed by paragraph (d) of
this definition and Liens permitted under Section 9.8; and


 


(f)                                    All
necessary or appropriate third party and government waivers and consents
relating to the Permitted Acquisition have been received.


 


“2005 Lease Documents” is defined in Section 9.28.


 


“2005 Lease Obligations” means the Indebtedness
of the Borrowers under the 2005 Lease Documents.


 


“2005 Lease Transaction” means the lease
transaction entered into after July 15, 2005 and on or before December 31,
2005, by the Borrowers and certain other parties pursuant to the 2005 Lease
Documents, for the purpose of constructing, financing the construction of, and
leasing to CH2M Hill, Inc. a new building for the Borrowers in Douglas
County, Colorado.


 


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2.                                       The
initial paragraph of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:


 


“This Agreement, dated as of July 28, 2003, is
entered into by and among CH2M HILL Companies, Ltd., an Oregon corporation,
CH2M HILL, Inc., a Florida corporation, Operations Management
International, Inc., a California corporation, and CH2M Hill Industrial
Design & Construction, Inc., an Oregon corporation (each a “Borrower,”
and collectively, the “Borrowers”), the Lenders from time to time party
hereto, each in its capacity as a Lender and in its capacity as an Issuing
Bank, and Wells Fargo Bank, National Association, in its capacity as a Lender,
in its capacity as an Issuing Bank, in its capacity as agent for itself and the
other Lenders and in its capacity as lead arranger.  The parties agree as follows:”


 


3.                                       Section 2.4
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“2.4                           Letters
of Credit.


 


2.4.1                        Issuance of Letters of
Credit.  Subject to all terms and
conditions of this Agreement and so long as no Default exists, from time to
time on and after the Initial Closing Date and prior to the Final Maturity
Date, each Issuing Bank will issue for the account of the Borrowers standby and
documentary letters of credit (the “Letters of Credit”).  No Issuing Bank will issue a Letter of Credit
to the extent that the face amount of such requested Letter of Credit exceeds
the LC Available Credit.


 


2.4.2                        Requests
for Letters of Credit.  The Parent,
on behalf of the applicable Borrower, may from time to time request a Letter of
Credit to be issued (or amended, renewed or extended) by providing a notice
from an Authorized Representative to the applicable Issuing Bank and the Agent
which is actually received by both not less than three Banking Days prior to
the requested Closing Date for such Letter of Credit specifying (a) the
amount of the requested Letter of Credit, (b) the applicable Borrower, (c) the
beneficiary thereof, (d) the requested Closing Date, (e) the
applicable Issuing Bank, (f) the requested currency, if not in United
States Dollars, (g) the principal terms of the text for such Letter of
Credit and (h) any other information reasonably requested by the
applicable Issuing Bank.  Following
receipt of such notice, if a Foreign Currency is requested, the Agent shall
calculate on the Closing Date the U.S. Dollar Equivalent of the face amount of
such Letter of Credit as of the Closing Date, and shall promptly notify the
Lenders of the amount thereof.  The
issuance or amendment, renewal or extension of
each Letter of Credit by an Issuing Bank shall, in addition to the conditions
precedent set forth in Section 8.2 (the satisfaction of which no Issuing
Bank shall have any duty to ascertain), be subject to the condition precedent
that the applicable Issuing Bank shall have given the Agent written notice that
the Parent has delivered to the Issuing Bank an executed Letter of Credit
Agreement acceptable to such Issuing Bank and that such Letter of Credit is
satisfactory to such Issuing Bank or that the Issuing Bank has waived such
requirements.  In the event of any
conflict between the terms of this Agreement and the terms of any Letter of
Credit Agreement, the terms of this Agreement shall control.  Each Letter of Credit will be issued by
forwarding it to the applicable Borrower or to such other Person


 


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as directed in
writing by an Authorized Representative. 
The Issuing Bank shall promptly deliver a copy of each Letter of Credit
to the Agent.


 


2.4.3                        Form and
Expiration of Letters of Credit. 
Each Letter of Credit issued under this Section 2.4 and each draft
accepted or paid under such a Letter of Credit will be issued, accepted or
paid, as the case may be, by the applicable Issuing Bank at its principal
office.  No Letter of Credit will provide
for the payment of drafts drawn thereunder (and no draft will be payable) at a
date which is later than the Final Maturity Date.  Each Letter of Credit and each draft accepted
under a Letter of Credit will be in such form and minimum amount, and will
contain such terms, as the applicable Issuing Bank and the applicable Borrower
may agree upon at the time such Letter of Credit is issued, including a
requirement of not less than three Banking Days after presentation of a draft
before payment must be made thereunder.


 


2.4.4                        Lenders’ Participation in
Letters of Credit.  Upon the issuance
of any Letter of Credit (or an amendment of a Letter of Credit increasing the
amount thereof), a participation therein, in an amount equal to each Lender’s
Percentage Interest multiplied by the face amount of such Letter of Credit
(which amount shall be the U.S. Dollar Equivalent of such face amount, if the Letter of Credit is issued in a
Foreign Currency and which amount will change from time to time as the U.S.
Dollar Equivalent of the face amount of such Letter of Credit changes), will
automatically be deemed granted by the Issuing Bank to each Lender on the date
of such issuance and the Lenders will automatically be obligated, as set forth
in Section 2.4.6 and Section 13.4, to reimburse such Issuing Bank to
the extent of their respective Percentage Interests in such Letter of Credit
for all obligations incurred by such Issuing Bank to third parties in respect
of such Letter of Credit not reimbursed by the Borrowers.  The Agent will send to each Lender a report
regarding the participations in Letters of Credit outstanding during each
month.  Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this Section in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.


 


2.4.5                        Presentation.  Upon receipt from the beneficiary of any
Letter of Credit of any demand for payment under such Letter of Credit, the
applicable Issuing Bank shall notify the Agent by telephone (confirmed by
facsimile) of such demand for payment and whether such Issuing Bank has made or
will make a payment thereunder.  The
Agent shall promptly notify the Parent and each other Lender as to the amount
paid or to be paid by the applicable Issuing Bank as a result of such demand
and the proposed payment date.  If the
Letter of Credit was issued in a Foreign Currency, the Agent shall include in
such notice a calculation of the anticipated U.S. Dollar Equivalent of such
amount on the proposed payment date.  The
responsibility of each Issuing Bank to the Borrowers and each Lender shall be
only to determine that the documents (including each demand for payment)
delivered under each Letter of Credit in connection with such presentment shall
be in conformity in all material respects with such Letter of Credit.  Except insofar as written instructions
actually received are given by the applicable Borrower expressly to 


 


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the contrary with regard
to, and prior to, the Issuing Bank’s issuance of any Letter of Credit for the
account of the applicable Borrower and such contrary instructions are reflected
in such Letter of Credit, the Issuing Bank may honor as complying with the terms
of the Letter of Credit and with this Agreement any drafts or other documents
otherwise in order signed or issued by an administrator, executor, conservator,
trustee in bankruptcy, debtor in possession, assignee for benefit of creditors,
liquidator, receiver or other legal representative of the party authorized
under such Letter of Credit to draw or issue such drafts or other
documents.  Each Issuing Bank shall
endeavor to exercise the same care in the issuance and administration of the
Letters of Credit issued by it as it does with respect to letters of credit in
which no participations are granted, it being understood that in the absence of
any gross negligence or willful misconduct by the applicable Issuing Bank, each
Lender shall be unconditionally and irrevocably liable without regard to the
occurrence of any Default or any condition precedent whatsoever, to reimburse
the applicable Issuing Bank as set forth in Section 2.4.6.  No Lender shall hereby be precluded from
asserting any claim for direct (but not consequential) damages suffered by such
Lender to the extent, but only to the extent, caused by (i) the willful
misconduct or gross negligence of the applicable Issuing Bank in determining
whether a request presented under any Letter of Credit issued by it complied
with the terms of such Letter of Credit or (ii) the applicable Issuing
Bank’s failure to pay under any Letter of Credit issued by it after the
presentation to it of a request strictly complying with the terms and
conditions of such Letter of Credit.


 


2.4.6                        Payment of Drafts.  At such time as the applicable Issuing Bank
makes any payment on a draft presented or accepted under a Letter of Credit,
the Borrowers shall, on demand, pay to the Agent the amount of such payment
either, at the Borrower’s election, (a) through a Revolving Credit Loan,
subject to the terms and conditions of this Agreement, including satisfaction
of the conditions precedent set forth in this Agreement to the making of a
Revolving Credit Loan, and so long as no Default exists, or (b) in
immediately available funds.  If the
Letter of Credit was issued in a Foreign Currency, the Agent shall determine
the U.S. Dollar Equivalent of such amount on the proposed payment date.  If the Borrowers fail to notify the Agent of
their election as set forth above on the date such demand is made, such amount
shall be considered a Revolving Credit Loan under Section 2.1.1 and part
of the Loans as if the Borrowers had paid in full the amount required with
respect to the Letter of Credit by borrowing such amount under Section 2.1.1.  In that event, the Agent shall notify each Lender that such Lender
is to make a Revolving Credit Loan to the Borrowers (which shall consist of
Base Rate Loans) in an amount equal to the Lender’s Percentage Interest of the
aggregate principal amount of such Revolving Credit Loan; and, regardless of
whether the conditions precedent set forth in this Agreement to the making of a
Revolving Credit Loan are then satisfied, each Lender (other than the
applicable Issuing Bank) will disburse directly to the applicable Issuing Bank,
its Percentage Interest of the aggregate principal amount of such Revolving
Credit Loan, prior to 12:00 noon (Denver time), in immediately available funds
on the Banking Day next succeeding the date such notice is given to such
Lender.  The proceeds of such Revolving
Credit Loan shall be applied to repay the amount required by the first sentence
of this Section.  Promptly following
receipt by the Agent of any payment from the Borrowers pursuant to this
Section, the Agent shall
distribute such payment to the


 


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applicable Issuing Bank
or, to the extent the Lenders have made payments pursuant to this Section to
reimburse the applicable Issuing Bank, then to such Lenders and to the
applicable Issuing Bank as their interests may appear.  Any payment made by a Lender pursuant to this
Section to reimburse the applicable Issuing Bank (other than the funding
of a Revolving Credit Loan as contemplated above) shall not constitute a Loan
and shall not relieve the Borrowers of their obligation to reimburse the
applicable Issuing Bank.


 


2.4.7                        Subrogation.  Upon any payment by the applicable Issuing
Bank under any Letter of Credit and until the reimbursement of such Issuing
Bank by the Borrowers with respect to such payment, such Issuing Bank will be
entitled to be subrogated to, and to acquire and retain, the rights which the
Person to whom such payment is made may have against the Borrowers, all for the
benefit of the Lenders.  The Borrowers
will take such action as the applicable Issuing Bank may reasonably request,
including requiring the beneficiary of any Letter of Credit to execute such
documents as the applicable Issuing Bank may reasonably request, to assure and confirm
to such Issuing Bank such subrogation and such rights, including the rights, if
any, of the beneficiary to whom such payment is made in accounts receivable,
inventory and other properties and assets of any Obligor.


 


2.4.8                        Modification, Consent, Etc.  If the Borrowers request or consent in
writing to any modification or extension of any Letter of Credit, or waive any
failure of any draft, certificate or other document to comply with the terms of
such Letter of Credit, and if the applicable Issuing Bank consents thereto,
such Issuing Bank will be entitled to rely on such request, consent or
waiver.  This Agreement will be binding
upon the Borrowers with respect to such Letter of Credit as so modified or
extended, and with respect to any action taken or omitted by the Agent or the
applicable Issuing Bank pursuant to any such request, consent or waiver.


 


2.4.9                        Obligations Absolute.  The Borrowers’ obligations under this Section 2.4
shall be absolute and unconditional under any and all circumstances and irrespective
of any setoff, counterclaim or defense to payment which any Borrower may have
or have had against any Issuing Bank, any Lender or any beneficiary of a Letter
of Credit.  The Borrowers further agree
with the Issuing Banks and the Lenders that the Issuing Banks and the Lenders
shall not be responsible for, and the reimbursement obligations of the
Borrowers under any Letter of Credit shall not be affected by, among other
things, the validity or genuineness of documents or of any endorsements thereon,
even if such documents should in fact prove to be in any or all respects
invalid, fraudulent or forged, or any dispute between or among any Borrower,
any of their Affiliates, the beneficiary of any Letter of Credit or any
financing institution or other party to whom any Letter of Credit may be
transferred or any claims or defenses whatsoever of any Borrower or of any of
their Affiliates against the beneficiary of any Letter of Credit or any such
transferee.  The Issuing Banks shall not
be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in
connection with any Letter of Credit. 
The Borrowers agree that any action taken or omitted by any Issuing Bank
or any Lender under or in connection with each Letter of Credit and the related
drafts and documents, if done without gross negligence or willful misconduct,
shall be binding upon each Borrower and shall not put any Issuing Bank or 


 


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any Lender under any
liability to any Borrower.  Nothing in
this Section 2.4.9 is intended to limit the right of the Borrowers to make
a claim against any Issuing Bank for damages as contemplated by the proviso to
the first sentence of Section 2.4.10.


 


2.4.10                  Actions of Issuing Banks.  Each Issuing Bank shall be entitled to rely,
and shall be fully protected in relying, upon any Letter of Credit, draft,
writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel, independent accountants and other experts selected
by such Issuing Bank.  Each Issuing Bank
shall be fully justified in failing or refusing to take any action under this
Agreement unless it shall first have received such advice or concurrence of the
Required Lenders as it reasonably deems appropriate or it shall first be
indemnified to its reasonable satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Notwithstanding any other provision of this
Section 2.4, each Issuing Bank shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement in accordance with a
request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon the Lenders and any
future holders of a participation in any Letter of Credit.


 


2.4.11                  Indemnification.  Each Lender severally agrees to indemnify
each Issuing Bank (to the extent not promptly reimbursed by the Borrowers) to
the extent of such Lender’s Percentage Interest from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that
may be imposed on, incurred by, or asserted against such Issuing Bank by reason
of or in connection with the issuance, execution and delivery or transfer of or
payment or failure to pay under any Letter of Credit or any actual or proposed
use of any Letter of Credit, including, without limitation, any claims,
damages, losses, liabilities, costs or expenses which any Issuing Bank may
incur by reason of or in connection with (a) the failure of any other
Lender to fulfill or comply with its obligations to any Issuing Bank hereunder
(but nothing herein contained shall affect any rights the Borrowers may have
against any defaulting Lender) or (b) by reason of or on account of any
Issuing Bank issuing any Letter of Credit which specifies that the term “Beneficiary”
included therein includes any successor by operation of law of the named
Beneficiary, but which Letter of Credit does not require that any drawing by
any such successor Beneficiary be accompanied by a copy of a legal document,
satisfactory to the applicable Issuing Bank, evidencing the appointment of such
successor Beneficiary; provided that the Borrowers shall not be required to
indemnify any Lender, any Issuing Bank or the Agent for any claims, damages,
losses, liabilities, costs or expenses; provided, however, that
no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Issuing Bank’s gross negligence or willful
misconduct.  Without limitation of the
foregoing, each Lender agrees to reimburse any Issuing Bank promptly upon
demand for its Percentage Interest of any costs and expenses (including,
without limitation, reasonable fees and expenses of counsel) payable by the
Borrowers under Section 12.1 or


 


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12.2 with respect to a
Letter of Credit issued by such Issuing Bank, to the extent that such Issuing
Bank is not promptly reimbursed for such costs and expenses by the
Borrowers.  The failure of any Lender to
reimburse an Issuing Bank promptly upon demand for its Percentage Interest of
any amount required to be paid by the Lender to such Issuing Bank as provided
herein shall not relieve any other Lender of its obligation hereunder to
reimburse such Issuing Bank for its Percentage Interest of such amount, but no
Lender shall be responsible for the failure of any other Lender to reimburse
such Issuing Bank for such other Lender’s Percentage Interest of such
amount.  Without prejudice to the
survival of any other agreement of any Lender hereunder, the agreement and
obligations of each Lender contained in this Section 2.4.11 will survive
the payment in full of principal, interest and all other amounts payable
hereunder and under the other Credit Documents.


 


2.4.12                  Rights as a Lender or Agent.  In its capacity as a Lender, each Issuing
Bank shall have the same rights and obligations as any other Lender.  In its capacity as the Agent, the Agent shall
have all of the rights and obligations of the Agent.”


 


4.                                       Section 3.3.2
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“3.3.2                  Letter of Credit Fees.  The Borrowers shall pay to the Agent for the
benefit of the Lenders a Letter of Credit issuance fee (which shall be non-refundable
even if any Letter of Credit is terminated or canceled before its stated
expiration date) equal to (i) the undrawn amount of each standby Letter of
Credit multiplied by the Applicable LIBOR Margin per annum applied for a period
equal to the term of such Letter of Credit, and (ii) the face amount of
each documentary Letter of Credit multiplied by 0.25% per annum applied for a
period equal to the term of such Letter of Credit, which fees shall be payable
upon issuance and quarterly in arrears thereafter; provided, however,
that the Borrowers shall not be required to pay the initial fee due upon
issuance with respect to Letters of Credit issued on the date hereof.  At the end of each calendar quarter, if the
expiry date of a Letter of Credit has been reduced during such quarter, the
fees payable under the preceding sentence shall thereafter be reduced pro rata
as a result of such reduction; provided, however, that for the
purpose of calculating such fees, the term remaining after any such reduction
shall be rounded up to the next full quarter.  The Borrowers will pay to the
applicable Issuing Bank, for its own account, fees upon the occurrence of
certain activity with respect to any Letter of Credit, including, without
limitation, the transfer, cancellation or amendment of any Letter of Credit,
determined in accordance with such Issuing Bank’s standard fees and charges
then in effect.”


 


5.                                       Section 4.2.2
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“4.2.2                  Voluntary Prepayments.  The Borrowers may from time to time prepay
all or any portion of the outstanding principal amount of the Loans, together
with accrued interest thereon, in a minimum amount of $1,000,000 and an
integral multiple of $500,000, or such lesser amount as is then outstanding, or
in the case of Multicurrency LIBOR Loans, the U.S. Dollar Equivalents thereof,
without premium or penalty of any


 


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type (except as provided
in Section 3.2.4 with respect to the early termination of LIBOR Pricing
Options).  The Parent will give the Agent
prior notice of the Borrowers’ intention to prepay a Base Rate Loan on or
before 11:00 a.m. Colorado time on the Banking Day the Borrowers intend to
make such prepayment and prior notice of its intention to prepay a LIBOR Loan
at least three Banking Days prior to the Banking Day on which the Borrowers
intend to make such prepayment, specifying the date of payment, the total
amount of the Base Rate Loan or LIBOR Loan to be paid on such date and the
amount of interest to be paid with such prepayment.”


 


6.                                       Section 4.4
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“4.4                           Letters
of Credit.  If, on the Final Maturity
Date or any accelerated maturity of the Credit Obligations, the Lenders will be
obligated in respect of a Letter of Credit or a draft accepted under a Letter
of Credit, the Borrowers will either:


 


(a)                                  prepay
such obligation by depositing with the applicable Issuing Bank an amount of
cash; or


 


 


(b)                                 deliver
to the applicable Issuing Bank a standby letter of credit (designating the
applicable Issuing Bank as beneficiary and issued by a bank and on terms
reasonably acceptable to the applicable Issuing Bank); or


 


(c)                                  deliver
to the applicable Issuing Bank such other collateral as is acceptable to such
Issuing Bank;


 


in each case in an amount equal to 105% of the Letter
of Credit Exposure related to each such Letter of Credit at such date.


 


The applicable Issuing Bank will notify the Agent in
writing promptly of the deposit of such cash or collateral or the delivery of
such standby letter of credit.  Upon the
receipt of such notice, each such Letter of Credit will automatically be deemed
to no longer be a Letter of Credit hereunder, the related reimbursement
obligations shall cease to be Credit Obligations, and all obligations of each
Lender under this Agreement with respect to each such Letter of Credit will
automatically be deemed to be released and terminated.


 


Any such cash so deposited and the cash proceeds of
any draw under any letter of credit so furnished, including any interest
thereon, will be returned by the applicable Issuing Bank to the Borrowers only
when, and to the extent that, the amount of such cash held by the applicable
Issuing Bank exceeds 105% of the Letter of Credit Exposure related to each such
Letter of Credit at such time and all other Credit Obligations have been paid
in full.”


 


10

















 


7.                                       Section 4.7
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“4.7                           Records.  Each Lender is authorized but not required to
record the date and amount of each advance made under its Notes, the date and
amount of each payment or prepayment of principal and interest thereunder, and
the resulting unpaid principal balance thereof, as well as the amount of the
Letters of Credit made by such Lender as an Issuing Bank, in such Lender’s
internal records, and any such recordation shall be prima facie evidence of the
accuracy of the information so recorded; provided, however, that
any Lender’s failure to so record shall not limit or otherwise affect the
Borrowers’ obligations thereunder or hereunder to repay the unpaid principal
and interest outstanding under such Notes or any amount owing with respect to
Letters of Credit, and, in all events, the principal amounts owing by the
Borrowers in respect of the Notes and all amounts owing with respect to Letters
of Credit shall be the aggregate amount of all Loans made by the Lenders (less
all payments of principal thereof made by the Borrowers) and all reimbursement
obligations under all Letters of Credit.”


 


8.                                       Section 7.2
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“7.2                           Waivers
of Defenses.  The obligations of the
Borrowers hereunder shall not be released, in whole or in part, by any action
or thing which might, but for this provision of this Agreement, be deemed a
legal or equitable discharge of a surety or guarantor, other than irrevocable
payment and performance in full of the Credit Obligations (except for
contingent indemnity and other contingent Credit Obligations not yet due and
payable) at a time after any obligation of the Lenders hereunder to make any Loans
and of any Issuing Bank to issue Letters of Credit shall have expired or been
terminated and all outstanding Letters of Credit shall have expired or the
liability of the Issuing Bank thereon shall have otherwise been discharged.  The purpose and intent of this Agreement is
that the Credit Obligations constitute the direct and primary obligations of
each Borrower and that the covenants, agreements and all obligations of each
Borrower hereunder be absolute, unconditional and irrevocable.  Each Borrower shall be and remain liable for
any deficiency remaining after foreclosure of any mortgage, deed of trust or
security agreement securing all or any part of the Credit Obligations, whether
or not the liability of any other Person for such deficiency is discharged
pursuant to statute, judicial decision or otherwise.”


 


9.                                       Section 8.2.1
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“8.2.1                  Officer’s Certificate.  The representations and warranties contained
in Section 10 shall be true and correct on and as of such Closing Date
with the same force and effect as though made on and as of such date (except as
to any representation or warranty which refers to a specific earlier date); no
Default shall exist on such Closing Date prior to or immediately after giving
effect to the requested extension of credit; no event or circumstance which
could be reasonably expected to have a Material Adverse Effect shall have
occurred since December 31, 2004; and the Parent shall have furnished


 


11

















 


to the Agent, on the Closing Date, a certificate to
these effects, in substantially the form of Exhibit 8.2.1 if a
Revolving Credit Loan, a Swing Line Loan or a Letter of Credit is requested, in
each case signed by a Financial Officer.”


 


10.                                 Section 9.3.5
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“9.3.5                  Notice of Litigation, Defaults,
Etc.  The Borrowers will promptly
furnish to the Lenders notice of any litigation or any administrative or
arbitration proceeding (a) which creates a material risk of resulting,
after giving effect to any applicable insurance, in the payment by any Obligor
of more than $10,000,000, or (b) which has, or creates a material risk of
having, a Material Adverse Effect. 
Promptly upon acquiring knowledge thereof, the Borrowers will notify the
Lenders of the existence of any Default or event which creates a material risk
of a Material Adverse Effect, specifying the nature thereof and what action the
Borrowers have taken, are taking or propose to take with respect thereto.”


 


11.                                 Section 9.3.6
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“9.3.6                  Amendments.  The Borrowers shall provide to the Agent an
electronic copy of each amendment to any of the $53,000,000 Lease Documents,
the $23,000,000 Lease Documents or the 2005 Lease Documents promptly after
execution thereof.”


 


12.                                 Section 9.7.4
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“9.7.4                  Contingent Obligations with respect
to (a) performance guarantees and surety bonds incurred in the ordinary
course of business and of a type and amount consistent with past practices of
the Borrowers and their Subsidiaries and (b) the sale of accounts
receivable as permitted under Section 9.16.5;”


 


13.                                 Section 9.7.11
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“9.7.11            Indebtedness of the Borrowers in respect of
the $53,000,000 Lease Transaction, the $23,000,000 Lease Transaction and the
2005 Lease Transaction;”


 


14.                                 Section 9.7
of the Credit Agreement is hereby modified by deleting the word “and” at the
end of subsection 9.7.13, by replacing the period at the end of subsection 9.7.14
with “; and” and by adding a new subsection 9.7.15 to read in its entirety
as follows:


 


“9.7.15            Indebtedness and all
commitments to incur Indebtedness incurred by foreign Borrowers or foreign
Subsidiaries in currencies other than United States Dollars in an aggregate
amount not to exceed the U.S. Dollar Equivalent of $50,000,000 at any one time (“Foreign Indebtedness”),
so long as (a) no Event of Default has occurred and is continuing or will
occur as a result of or immediately following the incurrence of such Foreign
Indebtedness, (b) such Foreign Indebtedness is pari passu or junior in
right of


 


12

















 


payment to the
Indebtedness in respect of the Credit Obligations and the financial covenants
related to such Foreign Indebtedness are no more restrictive than those set
forth in Sections 9.4 through 9.6 and (c) prior to the closing of any
transaction with respect to such Foreign Indebtedness, the Parent shall deliver
to the Agent drafts of the documents related to such transaction substantially
similar to the final documents evidencing such Foreign Indebtedness.  Such Foreign Indebtedness may be secured only
by Liens on assets located outside of the United States and owned by the
foreign Borrower or foreign Subsidiary incurring such Indebtedness and such
Foreign Indebtedness may be guaranteed by any Borrower or Significant
Subsidiary.  Within five (5) days
after the execution of any documents evidencing such Foreign Indebtedness, the
Parent will deliver a complete, fully executed copy of such documents to the
Agent.”


 


15.                                 Section 9.8.3
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“9.8.3  Liens
securing Indebtedness permitted by Sections 9.7.2, 9.7.9, 9.7.11 and 9.7.15;
provided that Indebtedness permitted by Section 9.7.15 may be secured only
by Liens on assets located outside of the United States and owned by the
foreign Borrower or foreign Subsidiary incurring such Indebtedness;”


 


16.                                 Section 9.16.4
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“9.16.4  The
$53,000,000 Lease Transaction, the $23,000,000 Lease Transaction and the 2005
Lease Transaction; and”


 


17.                                 Section 9.16.5
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“9.16.5  The
sale of accounts receivable owed by the United States of America or any state,
local or municipal government, or any department, agency or instrumentality
thereof, to a Borrower or a Subsidiary which are generated by or related to
services projects for governmental departments, agencies or instrumentalities,
so long as (a)(I) such Borrower or Subsidiary does not incur any Contingent
Obligations related to such sale or (II) if such Borrower or Subsidiary does
incur Contingent Obligations related to such sale, such Contingent Obligations
do not exceed $10,000,000 in the aggregate at any one time for all Borrowers
and Subsidiaries and (b) the terms and conditions of such sale are reasonably
acceptable to the Agent.”


 


13

















 


18.                                 Section 9.17.6
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“9.17.6 
Permitted Acquisitions.”


 


19.                                 Section 9.19
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“9.19                     Limits on
Capital Expenditures.  The Borrowers
will not make, or permit any of their Subsidiaries to make, any Capital
Expenditures that would cause the aggregate of all such Capital Expenditures
made by the Borrowers and their Subsidiaries in any fiscal year to exceed one
percent (1.00%) of the Borrowers’ consolidated annual revenues for the prior
fiscal year, as determined in accordance with GAAP.”


 


20.                                 Section 9.21
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“9.21                     Prepayments,
Etc. of Indebtedness.  No Borrower
will prepay, redeem, purchase, defease or otherwise satisfy prior to the
scheduled maturity thereof in any manner any Indebtedness (including the
$23,000,000 Lease Obligations, the $53,000,000 Lease Obligations and the 2005
Lease Obligations), (a) if such prepayment would, on a pro-forma basis,
cause a Default or Event of Default hereunder; and (b) if such prepayment
exceeds $3,000,000, without first providing the Agent with a written
certification from a Financial Officer describing the amount and date of such
proposed prepayment and stating that such prepayment will not, on a pro forma
basis, cause a Default or Event of Default hereunder; provided, however, that
the provisions of this Section 9.21 will not apply to (i) the
prepayment of the Loans in accordance with the terms of this Agreement, or (ii) the
prepayment of obligations under the Borrowers’ internal cash management system
substantially similar to the system in effect on the date of this Agreement.”


 


21.                                 Article 9
of the Credit Agreement is hereby amended by adding a new Section 9.28 to
read in its entirety as follows:


 


“Section 9.28                          2005 Lease Transaction.  Prior to entering into the 2005 Lease
Transaction, the Borrowers shall deliver to the Agent a detailed summary of the
2005 Lease Transaction, outlining the material terms thereof.  No Borrower shall enter into the 2005 Lease
Transaction if an Event of Default has occurred and is continuing or will occur
as a result of or immediately following the consummation of the 2005 Lease
Transaction.  Within five (5) days
after the execution of each material document related thereto (together with
all renewals, extensions, amendments, modifications and supplements thereto,
the “2005 Lease Documents”), the Borrowers will deliver to the Agent a
complete, fully executed copy of the 2005 Lease Documents, together with a
certificate from the Treasurer of the Parent certifying that (a) the
Indebtedness in respect of the 2005 Lease Documents is pari passu or junior in
right of payment to the Indebtedness in respect of the Credit Obligations
(except that the 2005 Lease Obligations may be secured by a Lien on the real
property and personal property in Douglas County,


 


14

















 


Colorado related to the
2005 Lease Transaction), (b) the financial covenants related to the 2005 Lease Documents are no more
restrictive than those set forth in Sections 9.4 through 9.6 and (c) that the terms of the 2005
Lease Documents are substantially similar to those contained in the detailed
summary delivered to the Agent prior to the closing of the 2005 Lease
Transaction.”


 


22.                                 Section 10.9
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“10.9                     Environmental
Regulations.


 


10.9.1                  Environmental
Compliance.  Except as set forth on Schedule 10.9,
each Borrower and its Subsidiaries is in compliance in all material respects
with the Clean Air Act, the Federal Water Pollution Control Act, the Marine
Protection Research and Sanctuaries Act, RCRA, CERCLA and any other
Environmental Law in effect in any jurisdiction in which any properties of any
Borrower or any of its Subsidiaries are located or where any of them conducts
its business, and with all applicable published rules and regulations (and
applicable standards and requirements) of the federal Environmental Protection
Agency and of any similar agencies in states or foreign countries in which any
Borrower or its Subsidiaries conducts its business other than those which in
the aggregate have not resulted, and do not create a material risk of
resulting, in a Material Adverse Effect.


 


10.9.2                  Environmental
Litigation.  Except as set forth on Schedule 10.9,
no suit, claim, action or proceeding of which any Borrower or any of its
Subsidiaries has been given notice or otherwise has knowledge is now pending
before any court, Governmental Authority or board or other forum, or to any Borrower’s
or any of its Subsidiaries’ knowledge, threatened by any Person (nor to the
knowledge of each Borrower and its Subsidiaries, does any factual basis exist
therefor) for, and neither any Borrower nor any of its Subsidiaries have
received written correspondence from any Governmental Authority with respect
to, except to the extent any of the following would not have a Material Adverse
Effect:


 


(a)                                  noncompliance
by any Borrower or any of its Subsidiaries with any Environmental Law;


 


(b)                                 personal
injury, wrongful death or other tortious conduct relating to materials,
commodities or products used, generated, sold, transferred or manufactured by
any Borrower or any of its Subsidiaries (including products made of, containing
or incorporating asbestos, lead or other hazardous materials, commodities or
toxic substances); or


 


(c)                                  the
release into the environment by any Borrower or any of its Subsidiaries of any
Hazardous Material generated by a Borrower or any of its Subsidiaries whether
or not occurring at or on a site owned, leased or operated by any Borrower or
any of its Subsidiaries.”


 


15

















 


23.                                 Section 11.1.1
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“11.1.1   Payment.  The Borrowers fail to make any payment in
respect of:  (a) principal, interest
or any fee on or in respect of any of the Credit Obligations as the same
becomes due and payable, whether at maturity or by acceleration or otherwise,
and such failure continues for a period of three Banking Days, or (b) any
Credit Obligation with respect to payments made by any Issuing Bank under any
Letter of Credit or any draft drawn thereunder within three Banking Days after
demand therefor by the Agent.”


 


24.                                 Section 11.2.3
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“11.2.3  Acceleration.  The Agent on behalf of the Lenders may (and
upon written request of the Required Lenders the Agent shall) by notice in
writing to the Parent (a) declare all or any part of the unpaid balance of
the Credit Obligations then outstanding to be immediately due and payable, and (b) require
the Borrowers immediately and without demand to deposit with each applicable
Issuing Bank in cash or cash equivalents an amount equal to 105% of the then
Letter of Credit Exposure related to each Letter of Credit issued by such
Issuing Bank, and thereupon such unpaid balance or part thereof and such cash
or cash equivalents in an amount equal to the Letter of Credit Exposure shall
become so due and payable without presentation, protest or further demand or
notice of any kind, all of which are hereby expressly waived; provided, however,
that if a Bankruptcy Default has occurred, the unpaid balance of the Credit
Obligations shall automatically become immediately due and payable and the
Borrowers shall be required immediately without demand to deposit with each
applicable Issuing Bank in cash or cash equivalents an amount equal to 105% of
the then Letter of Credit Exposure related to each Letter of Credit issued by
such Issuing Bank.”


 


25.                                 Section 11.2.4
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


“11.2.4  Enforcement of Payment; Credit Security;
Setoff.  The Agent on behalf of the
Lenders may (and upon written request of the Required Lenders the Agent shall)
proceed to enforce payment of the Credit Obligations in such manner as it may
elect and to realize upon any and all rights in any collateral securing the Credit
Obligations.  Each Issuing Bank may (and
upon written request of the Required Lenders each Issuing Bank shall) proceed
to cancel any outstanding Letters of Credit issued by such Issuing Bank which
permit the cancellation thereof.  The
Lenders may offset and apply toward the payment of the Credit Obligations (or
toward the curing of any Event of Default) any Indebtedness from the Lenders to
the respective Obligors, including any Indebtedness represented by deposits in
any account maintained with the Lenders, regardless of the adequacy of any
security for the Credit Obligations.  The
Lenders shall have no duty to determine the adequacy of any such security in
connection with any such offset.”


 


16

















 


26.                                 The
second paragraph of Section 17 of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:


 


“Any term, covenant, agreement or condition of any
Credit Document may be amended or waived if such amendment or waiver is in
writing and is signed by the Required Lenders (or by the Agent with written
consent of the Required Lenders), the Borrowers and any other party thereto; provided,
however, that any amendment, waiver or consent which affects the rights
or duties of the Agent, the Swing Line Lender or an Issuing Bank must be in
writing and be signed also by the affected Agent, Swing Line Lender or Issuing
Bank; and provided  further, that any amendment, waiver or consent
which effects any of the following changes must be in writing and signed by all
Lenders (or by the Agent with the written consent of all Lenders):


 


(a)                                  increases
the Maximum Amount of Credit available;


 


(b)                                 extends
the Final Maturity Date;


 


(c)                                  reduces
the principal of, or interest on, any Loan or any fees or other amounts payable
for the account of the Lenders;


 


(d)                                 postpones
or conditions any date fixed for any payment of the principal of, or interest
on, any Loan or any fees or other amounts payable for the account of the
Lenders;


 


(e)                                  waives
or amends this Section 17;


 


(f)                                    amends
the definition of Required Lenders or any provision of this Agreement requiring
approval of the Required Lenders or some other specified amount of Lenders;


 


(g)                                 increases
or decreases the Commitment or the Percentage Interest of any Lender (other
than through an assignment under Section 14);


 


(h)                                 releases
any Subsidiary Guarantee; or


 


(i)                                     waives
any of the conditions set forth in Section 8.


 


Unless otherwise specified in such waiver or consent,
a waiver or consent given hereunder shall be effective only in the specific
instance and for the specific purpose for which given.”


 


27.                                 Exhibit 8.2.1
to the Credit Agreement is hereby amended and restated in its entirety to read
as set forth in Exhibit A to this Amendment.


 


28.                                 The
Credit Agreement is hereby amended by adding a new Schedule 10.9 to
read in its entirety as set forth in Exhibit B to this Amendment.


 


17

















 


29.                                 No
Other Changes.  Except as explicitly
amended by this Amendment, all of the terms and conditions of the Credit
Agreement shall remain in full force and effect and shall apply to any advance
or letter of credit thereunder.


 


30.                                 Conditions
Precedent.  This Amendment shall be
effective when the Agent shall have received an executed original hereof,
together with the Acknowledgment and Agreement of Guarantors set forth at the
end of this Amendment, duly executed by each Guarantor, a Certificate of an
officer from each Borrower certifying as to the resolutions of the board of
directors of each Borrower approving the execution and delivery of this
Amendment, including without limitation the extension of the Maturity Date and
such other matters as the Agent may reasonably require, each in substance and
form reasonably acceptable to the Agent in its sole discretion.


 


31.                                 Representations
and Warranties.  Each Borrower hereby
represents and warrants to each Lender as follows:


 


(a)          Each Borrower has all
requisite power and authority to execute this Amendment and to perform all of
its obligations hereunder, and this Amendment has been duly executed and
delivered by each Borrower and constitutes the legal, valid and binding
obligation of each Borrower, enforceable in accordance with its terms.


 


(b)         The execution, delivery
and performance by each Borrower of this Amendment have been duly authorized by
all necessary corporate action and do not (i) require any authorization,
consent or approval by any governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, (ii) violate any provision
of any law, rule or regulation or of any order, writ, injunction or decree
presently in effect, having applicability to any Borrower, or the articles of
incorporation or bylaws of any Borrower, or (iii) result in a breach of or
constitute a default under any indenture or loan or credit agreement or any
other agreement, lease or instrument to which any Borrower is a party or by
which it or its properties may be bound or affected.


 


(c)          All of the
representations and warranties contained in Section 10 of the Credit
Agreement are correct on and as of the date hereof as though made on and as of
such date, except to the extent that such representations and warranties relate
solely to an earlier date, and no Default or Event of Default has occurred or
is continuing under the Credit Agreement.


 


32.                                 References.  All references in the Credit Agreement to “this
Agreement” shall be deemed to refer to the Credit Agreement as amended hereby;
any and all references in any Credit Agreement or other agreement or document
to the Credit Agreement shall be deemed to refer to the Credit Agreement as
amended hereby.


 


33.                                 No
Waiver.  The execution of this
Amendment and acceptance of any documents related hereto shall not be deemed to
be a waiver of any Default or Event of Default under the Credit Agreement or
breach, default or event of default under any Credit Document or other document
held by a Lender, whether or not known to any Lender and whether or not
existing on the date of this Amendment.


 


18

















 


34.                                 Costs
and Expenses.  Each Borrower hereby
reaffirms its agreement under the Credit Agreement to pay all reasonable
expenses of the Agent (including the reasonable fees of and disbursements to
the counsel to the Agent) in connection with this Amendment.


 


35.                                 Joint
and Several Liability.  Each Borrower
agrees that it is liable, jointly and severally with each other Borrower, for
all obligations of the Borrowers under this Amendment, and that the Lenders and
the Agent can enforce such obligations against any or all Borrowers, in the
Lenders’ or the Agent’s sole and unlimited discretion.


 


36.                                 Miscellaneous.  This Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed
an original and all of which counterparts, taken together, shall constitute one
and the same instrument.  Delivery of an
executed counterpart of this Amendment by telefacsimile shall be equally as
effective as delivery of an original executed counterpart of this
Amendment.  Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability,
and binding effect of this Amendment. 
This Amendment and the rights and obligations of the parties hereto
shall be governed by, interpreted and enforced in accordance with the laws of
the State of Colorado.  The captions or
headings in this Amendment are for convenience only and in no way define, limit
or describe the scope or intent of any provision of this Amendment.


 


[The remainder of this page intentionally left blank.]


 


19

















 


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


 


	
  BORROWERS:

  	
  CH2M HILL COMPANIES,
  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Brian Shelton

  
	
   

  	
  Title:    Treasurer

  
	
   

  	
   

  
	
   

  	
  CH2M HILL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:   Brian Shelton

  
	
   

  	
  Title:     Treasurer

  
	
   

  	
   

  
	
   

  	
  OPERATIONS MANAGEMENT

  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Brian Shelton

  
	
   

  	
  Title:    Treasurer

  
	
   

  	
   

  
	
   

  	
  CH2M HILL INDUSTRIAL
  DESIGN &

  CONSTRUCTION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:   Brian Shelton

  
	
   

  	
  Title:     Treasurer

  
								



 


S-1

















 


 


	
  LENDERS:

  	
  WELLS FARGO BANK,
  NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Catherine M. Jones

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK ONE N.A.,

  n/k/a JP Morgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF
  TOKYO-MITSUBISHI, LTD.,

  Seattle Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE NORTHERN TRUST
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Peter R. Martinets

  
	
   

  	
  Title:  Vice President

  
							



 


S-2

















 


ACKNOWLEDGMENT AND
AGREEMENT OF GUARANTORS


 


Each of the undersigned, each a guarantor of the
indebtedness of CH2M HILL COMPANIES, LTD., an Oregon corporation, CH2M HILL,
INC., a Florida corporation, OPERATIONS MANAGEMENT INTERNATIONAL, INC., a
California corporation, and CH2M HILL INDUSTRIAL DESIGN &
CONSTRUCTION, INC., an Oregon corporation (collectively, the “Borrowers”) to WELLS
FARGO BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, BANK ONE
N.A., n/k/a JP Morgan Chase Bank, N.A., THE BANK OF TOKYO-MITSUBISHI, LTD.,
BANK OF AMERICA, N.A. and THE NORTHERN TRUST COMPANY (collectively, the “Lenders”)
pursuant to a separate Subsidiary Guarantee dated as of February 9, 2004
with respect to LOCKWOOD GREENE, INC., and a separate Subsidiary Guarantee
dated as of December 14, 2004 with respect to CH2M HILL CONSTRUCTORS, INC.
(each, a “Guarantee”), hereby (i) acknowledges receipt of the foregoing
Amendment and all earlier amendments to the Credit Agreement; (ii) consents
to the terms and execution thereof; (iii) reaffirms its obligations to the
Lenders pursuant to the terms of its Guarantee; and (iv) acknowledges that
the Lenders may amend, restate, extend, renew or otherwise modify the Credit
Agreement and any indebtedness or agreement of any Borrower, or enter into any
agreement or extend additional or other credit accommodations, without
notifying or obtaining the consent of the undersigned and without impairing the
liability of the undersigned under its Guarantee for all of the Borrowers’
present and future indebtedness to the Lenders.


 


 


	
   

  	
  LOCKWOOD GREENE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Brian R. Shelton

  
	
   

  	
  Title: Vice President &
  Corporate Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CH2M HILL CONSTRUCTORS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Brian R. Shelton,

  
	
   

  	
  Title: Pursuant to a
  resolution of the Company’s

  
	
   

  	
   

  	
  Board of Directors

  
	
   

  	
   

  
						



 


S-3

















 


EXHIBIT A


TO


THIRD
AMENDMENT TO


UNSECURED
REVOLVING CREDIT AGREEMENT


 


Exhibit 8.2.1


to


Credit Agreement


 


Form of


Notice
of Revolving Credit Advance


 


Wells Fargo Bank,
National Association


MAC C7301-031


1740 Broadway


Denver, CO 80274


Attn:  Catherine M. Jones


 


Reference is made to that certain $125,000,000 Senior
Unsecured Revolving Credit Agreement dated as of July 28, 2003 (as
amended, modified or supplemented from time to time, the “Credit Agreement”)
among CH2M Hill Companies, Ltd. (“Parent”), CH2M Hill, Inc., Operations
Management International, Inc., and CH2M Hill Industrial Design &
Construction, Inc., the financial institutions from time to time parties
thereto (collectively, the “Lenders”), and Wells Fargo Bank, National
Association, as Agent.  Capitalized terms
used herein shall have the respective meanings assigned to them in the Credit
Agreement.


 


1.                                       Pursuant
to the Credit Agreement, Parent hereby requests upon the following terms:


 


o                                    a Revolving Credit
Loan


 


o                                    a Swing Line Loan


 


o                                    a Letter of Credit


 


(a)          The
aggregate principal amount of the requested Loan is
$                     


 


(b)         The amount of the
requested Letter of Credit is
$                        
or                       
[fill in amount and currency, if request is
not for United States Dollars]


 


(c)          The requested Closing
Date of such Loan or Letter of Credit is
                       


 


(d)         If the requested Loan is
a Revolving Credit Loan, the requested Loan shall consist of:


 


o                                    Base
Rate Loans.


 


o                                    Dollar
LIBOR Loans; and the requested Interest Period is
        months.


 


o                                    Multicurrency
LIBOR Loans; and the requested Foreign Currency is
         ; and


 


A-1

















 


o                                    the
requested Interest Period is
             
months.


 


(e)          If the request is for
the issuance of a Letter of Credit, the beneficiary will be
                           
and the principal terms of the text are                                                                                                    


 


 


(f)            If the request is for
the issuance of a Letter of Credit, the Issuing Bank is
                                                                                                               



 


(g)         The applicable Borrower
shall be
                  


 


2.                                       The
Parent, on behalf of the Borrowers, hereby certifies to the Agent and the
Lenders that, on the date of this Notice of Revolving Credit Advance and after
giving effect to the requested disbursement or issuance (including the use of
the proceeds thereof):


 


(a)          the representations and
warranties of the Borrowers in the Credit Documents are true and correct as if
made on the date hereof, except for those representations and warranties
limited by their terms to a specific date, which representations and warranties
were correct on and as of such date, and


 


(b)         no Default is continuing
or would result from the making of the requested Loan or issuance of the
requested Letter of Credit, and


 


(c)          no event or circumstance
which could be reasonably expected to have a Material Adverse Effect has
occurred since December 31, 2002.


 


The party signing below on behalf of Parent is
authorized by Parent to act on its behalf as to the matters set forth in this
Notice of Revolving Credit Advance.


 


Executed as of this
       day of
                ,
200    .


 


	
   

  	
  CH2M
  HILL COMPANIES, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


A-2

















 


EXHIBIT B


TO


THIRD
AMENDMENT TO


UNSECURED
REVOLVING CREDIT AGREEMENT


 


Schedule 10.9


to


Credit Agreement


 


Environmental
Regulations


 


The office of the United States Attorney for the
District of Connecticut has informed us that it is investigating possible Clean
Water Act (“CWA”) misdemeanor violations at two wastewater treatment facilities
in Connecticut operated by one of the Borrowers.  We have been informed that the investigation
centers on the Borrower employees’ failures to comply with sampling and
reporting requirements of CWA.  These
alleged violations do not involve environmental contamination.  We are cooperating with the investigation and
are in negotiations with the United States Attorney for the District of
Connecticut to resolve the matter through a civil settlement, but no assurance
can be given as to the eventual outcome of these negotiations.


 


B-1