Exhibit
10.41





CH2M HILL COMPANIES, LTD.

CH2M HILL, INC.

OPERATIONS MANAGEMENT INTERNATIONAL, INC.

CH2M HILL INDUSTRIAL DESIGN & CONSTRUCTION, INC.




 


$125,000,000 SENIOR
UNSECURED REVOLVING CREDIT AGREEMENT




 


dated as of July 28,
2003




 


WELLS FARGO BANK, NATIONAL
ASSOCIATION, Agent and Lead Arranger






 





 

















 


Table of Contents


 


	
  1.

  	
  Definitions;
  Certain Rules of Construction

  
	
   

  	
   

  	
   

  
	
  2.

  	
  The Credits

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Revolving Credit

  
	
   

  	
  2.2

  	
  Swing Line

  
	
   

  	
  2.3

  	
  Currency
  Equivalents for Multicurrency LIBOR Loans

  
	
   

  	
  2.4

  	
  Letters of Credit

  
	
   

  	
  2.5

  	
  Application of Proceeds

  
	
   

  	
  2.6

  	
  Option to Extend
  Final Maturity Date

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Interest;
  LIBOR Pricing Options; Fees; Changes in Circumstance, Yield Protection

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Interest

  
	
   

  	
  3.2

  	
  LIBOR Pricing Options

  
	
   

  	
  3.3

  	
  Fees

  
	
   

  	
  3.4

  	
  Computations of
  Interest and Fees

  
	
   

  	
  3.5

  	
  Changes in
  Circumstances; Yield Protection

  
	
   

  	
  3.6

  	
  European Monetary Union

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Payment

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Payment at Maturity

  
	
   

  	
  4.2

  	
  Voluntary Payments

  
	
   

  	
  4.3

  	
  Mandatory Prepayments

  
	
   

  	
  4.4

  	
  Letters of Credit

  
	
   

  	
  4.5

  	
  Reborrowing;
  Application of Payments, Etc

  
	
   

  	
  4.6

  	
  Sharing of Payments, Etc.

  
	
   

  	
  4.7

  	
  Records

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Appointment
  of the Parent; Authorized Representatives

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Subsidiary
  Co-Borrowers and Guarantees

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Relationship Among
  Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  JOINT AND SEVERAL LIABILITY

  
	
   

  	
  7.2

  	
  Waivers of Defenses

  
	
   

  	
  7.3

  	
  Other Transactions

  
	
   

  	
  7.4

  	
  Actions Not Required

  



 


i

















 


	
   

  	
  7.5

  	
  No Subrogation

  
	
   

  	
  7.6

  	
  Application of Payments

  
	
   

  	
  7.7

  	
  Recovery of Payment

  
	
   

  	
  7.8

  	
  Borrowers’ Financial
  Condition

  
	
   

  	
  7.9

  	
  Bankruptcy of the Borrowers

  
	
   

  	
  7.10

  	
  Limitation; Insolvency Laws

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Conditions to Extending
  Credit

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Conditions on
  Initial Closing Date

  
	
   

  	
  8.2

  	
  Conditions to
  Each Extension of Credit

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Covenants

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Conduct of Business, Etc.

  
	
   

  	
  9.2

  	
  Insurance

  
	
   

  	
  9.3

  	
  Financial
  Statements and Other Reporting

  
	
   

  	
  9.4

  	
  Consolidated Net Worth

  
	
   

  	
  9.5

  	
  Fixed Charge Coverage Ratio

  
	
   

  	
  9.6

  	
  Leverage Ratio

  
	
   

  	
  9.7

  	
  Indebtedness

  
	
   

  	
  9.8

  	
  Liens

  
	
   

  	
  9.9

  	
  Transactions with
  Affiliates

  
	
   

  	
  9.10

  	
  Environmental Laws

  
	
   

  	
  9.11

  	
  Payment of Taxes, Etc

  
	
   

  	
  9.12

  	
  Preservation of
  Existence, Etc.

  
	
   

  	
  9.13

  	
  Compliance with
  Terms of Leaseholds

  
	
   

  	
  9.14

  	
  Material Subsidiaries

  
	
   

  	
  9.15

  	
  Mergers, Etc.

  
	
   

  	
  9.16

  	
  Sales, Etc. of Assets

  
	
   

  	
  9.17

  	
  Investments

  
	
   

  	
  9.18

  	
  Distributions, Etc.

  
	
   

  	
  9.19

  	
  Limits on Capital
  Expenditures

  
	
   

  	
  9.20

  	
  Charter and
  Bylaws Amendments; Resolutions

  
	
   

  	
  9.21

  	
  Prepayments, Etc. of
  Indebtedness

  
	
   

  	
  9.22

  	
  Preservation of
  Rights and Properties

  
	
   

  	
  9.23

  	
  Payment of Obligations

  
	
   

  	
  9.24

  	
  Maintenance of Properties

  
	
   

  	
  9.25

  	
  ERISA

  
	
   

  	
  9.26

  	
  Ownership of the Borrowers

  
	
   

  	
  9.27

  	
  Pari Passu

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Representations and
  Warranties

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Organization and Business

  
	
   

  	
  10.2

  	
  Financial
  Statements and Other Information

  
	
   

  	
  10.3

  	
  No Material Adverse Effect

  



 


ii

















 


	
   

  	
  10.4

  	
  Operations in
  Conformity with Law, Etc.

  
	
   

  	
  10.5

  	
  Litigation

  
	
   

  	
  10.6

  	
  Authorization and
  Enforceability

  
	
   

  	
  10.7

  	
  No Legal Obstacle to
  Agreements

  
	
   

  	
  10.8

  	
  Tax Returns

  
	
   

  	
  10.9

  	
  Environmental Regulations

  
	
   

  	
  10.10

  	
  Plans

  
	
   

  	
  10.11

  	
  Consents or Approvals

  
	
   

  	
  10.12

  	
  No
  Liens

  
	
   

  	
  10.13

  	
  Business Authorizations

  
	
   

  	
  10.14

  	
  Disclosure

  
	
   

  	
  10.15

  	
  Solvency

  
	
   

  	
  10.16

  	
  Investment Company Act

  
	
   

  	
  10.17

  	
  Public Utility
  Holding Company Act

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Defaults

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Events of Default

  
	
   

  	
  11.2

  	
  Certain
  Actions Following an Event of Default

  
	
   

  	
  11.3

  	
  Annulment of Defaults

  
	
   

  	
  11.4

  	
  Waivers

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Expenses;
  Indemnity

  
	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Expenses

  
	
   

  	
  12.2

  	
  General Indemnity

  
	
   

  	
   

  	
   

  
	
  13.

  	
  The Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  Authorization and Action

  
	
   

  	
  13.2

  	
  Agent’s Reliance, Etc.

  
	
   

  	
  13.3

  	
  Lender
  Credit Decision; Agent in its Individual Capacity

  
	
   

  	
  13.4

  	
  Indemnification

  
	
   

  	
  13.5

  	
  Successor Agents

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Successors
  and Assigns; Lender Assignments and Participations

  
	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  Assignments by Lenders

  
	
   

  	
  14.2

  	
  Credit Participants

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Confidentiality

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Notices

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Course of
  Dealing; Amendments and Waivers

  



 


iii

















 


	
  18.

  	
  Defeasance

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Venue; Service of Process

  
	
   

  	
   

  	
   

  
	
  20.

  	
  WAIVER OF JURY TRIAL

  
	
   

  	
   

  
	
  21.

  	
  Judgment Currency

  
	
   

  	
   

  	
   

  
	
   

  	
  21.1

  	
  Conversion Requirements

  
	
   

  	
  21.2

  	
  Change in Rate of Exchange

  
	
   

  	
   

  	
   

  
	
  22.

  	
  Setoff

  
	
   

  	
   

  	
   

  
	
  23.

  	
  No Third Party
  Beneficiaries

  
	
   

  	
   

  	
   

  
	
  24.

  	
  Further
  Assurances

  
	
   

  	
   

  	
   

  
	
  25.

  	
  General

  



 


	
  Schedule I

  	
  List of Lenders

  
	
   

  	
   

  
	
  Exhibit 2.1.4

  	
  Form of Revolving Credit Note

  
	
   

  	
   

  
	
  Exhibit 2.2.2

  	
  Form of Swing Line Note

  
	
   

  	
   

  
	
  Exhibit 2.4.2

  	
  Form of Letter of Credit Request

  
	
   

  	
   

  
	
  Exhibit 5

  	
  Notice of Authorized Representatives

  
	
   

  	
   

  
	
  Exhibit 6

  	
  Form of Subsidiary Guarantee

  
	
   

  	
   

  
	
  Exhibit 8.2.1

  	
  Form of Notice of Revolving Credit Advance

  
	
   

  	
   

  
	
  Exhibit 9.3.2

  	
  Form of Compliance Certificate

  
	
   

  	
   

  
	
  Exhibit 9.17

  	
  Existing Investments

  
	
   

  	
   

  
	
  Exhibit 9.3.6A

  	
  $53,000,000 Lease Documents

  
	
   

  	
   

  
	
  Exhibit 9.3.6B

  	
  $23,000,000 Lease Documents

  
	
   

  	
   

  
	
  Exhibit 9.7

  	
  Existing Indebtedness

  



 


iv

















 


	
  Exhibit 10.1

  	
  Material Subsidiaries

  
	
   

  	
   

  
	
  Exhibit 10.10

  	
  Plans

  
	
   

  	
   

  
	
  Exhibit 14.1.1

  	
  Form of Assignment and Acceptance

  



 


v

















 


$125,000,000
SENIOR UNSECURED REVOLVING CREDIT AGREEMENT


 


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 and Wells Fargo Bank, National Association, in its capacity as a Lender
and in its capacity as the Issuing Bank and in its capacity as agent for itself
and the other Lenders and in its capacity as lead arranger.  The parties agree as follows:


 


1.                                       Definitions; Certain Rules of
Construction.  Certain
capitalized terms are used in this Agreement and in the other Credit Documents
with the specific meanings defined below in this Section 1.  Except as otherwise explicitly specified to
the contrary or unless the context clearly requires otherwise, (a) the
capitalized term “Section” refers to sections of this Agreement, (b) the
capitalized term “Exhibit” refers to exhibits to this Agreement,
(c) references to a particular Section include all subsections thereof,
(d) the word “including” shall be construed as “including without
limitation”, (e) accounting terms not otherwise defined herein have the
meaning provided under GAAP, (f) references to a particular statute or
regulation include all rules and regulations thereunder and any successor statute,
regulation or rules, in each case as from time to time in effect,
(g) references to a particular Person include such Person’s successors and
assigns to the extent not prohibited by this Agreement and the other Credit
Documents, (h) “or” has the inclusive meaning represented by the phrase
“and/or” and (i) references to “the date hereof” mean the date first set forth
above.


 


“Acquisition” means the acquisition of a Person
(by merger, consolidation or stock purchase), or the acquisition of all or
substantially all of the assets of a Person, or the acquisition of any division
or similar operating unit of a Person, or the acquisition of the business of a
Person or of the assets comprising such division, unit or business.


 


“Adjusted EBITDA” means, for any period, the
sum of (a) Consolidated Net Income for such period (excluding the effect
of any extraordinary or non-recurring items (including any gain from the sale
of property)), plus (b) an amount which, in the determination of
Consolidated Net Income for such period, has been deducted for
(i) Interest Expense for such period, and (ii) total federal, state,
foreign and other income taxes for such period, and (iii) all depreciation
and amortization for such period, and (iv) total expenses associated with the
non-cash portion of all employee bonus plans for such period, all as determined
in accordance with GAAP.  In addition,
if (i) the Parent or any Subsidiary makes a Permitted Acquisition of a
Target during any fiscal quarter, (ii) the Target becomes a Material
Subsidiary as a result of such Permitted Acquisition, and (iii) the
Target’s financial statements for period(s) including the four fiscal quarters
ending at the quarter during which the Permitted Acquisition occurs (the “Determination
Period”) are audited by independent certified public accountants of
recognized national standing reasonably satisfactory to the Agent, then the
reported financial results of the Target for the Determination Period will be
included in determining Adjusted EBITDA for such Determination Period.  In addition, if the Parent or any
Subsidiary, in compliance with Section 9.16, sells, transfers or otherwise
disposes of the stock of any Material Subsidiary or all or substantially all of
the assets 


 

















 


of a Material Subsidiary during the Determination Period, then the
reported financial results of such Material Subsidiary for such Determination
Period shall not be included in determining Adjusted EBITDA for such
Determination Period.


 


“Adjusted EBITDAR” means, for any period, the
sum of (a) Consolidated Net Income for such period (excluding the effect
of any extraordinary or non-recurring items (including any gain from the sale
of property)), plus (b) an amount which, in the determination of
Consolidated Net Income for such period, has been deducted for
(i) Interest Expense for such period, and (ii) total federal, state,
foreign and other income taxes for such period, and (iii) all depreciation
and amortization for such period, (iv) total expenses associated with the non-cash
portion of all employee bonus plans for such period, and (v) Lease Expense for
such period, all as determined in accordance with GAAP.  In addition, if (i) the Parent or any
Subsidiary makes a Permitted Acquisition of a Target during any fiscal quarter,
(ii) the Target becomes a Material Subsidiary as a result of such
Permitted Acquisition, and (iii) the Target’s financial statements for the
Determination Period are audited by independent certified public accountants of
recognized national standing reasonably satisfactory to the Agent, then the
reported financial results of the Target for the Determination Period will be
included in determining Adjusted EBITDAR for such Determination Period.  In addition, if the Parent or any Subsidiary,
in compliance with Section 9.16, sells, transfers or otherwise disposes of the
stock of any Material Subsidiary or all or substantially all of the assets of a
Material Subsidiary during the Determination Period, then the reported
financial results of such Material Subsidiary for such Determination Period
shall not be included in determining Adjusted EBITDAR for such Determination
Period.


 


“Affiliate” means, with respect to any Person,
any other Person directly or indirectly controlling (including but not limited
to all directors, officers and general partners of such Person), controlled by
or under direct or indirect common control with such Person.  A Person shall be deemed to control a
corporation if such Person possesses, directly or indirectly, the power
(i) to vote 10% or more of the securities having ordinary voting power for
the election of directors of such corporation, or (ii) to direct or cause
direction of the management and policies of such corporation, whether through
the ownership of voting securities, by contract or otherwise.


 


“Agent” means Wells Fargo in its capacity as
agent for the Lenders hereunder, as well as its successors in such capacity
pursuant to Section 13.5.


 


“Agreement” means this $125,000,000 Senior
Unsecured Revolving Credit Agreement, as from time to time amended, modified
and in effect.


 


“Applicable Base Rate Margin” means, on any
date, a margin determined by (i) the Pricing Ratio as of the Initial
Closing Date and (ii) thereafter, effective on the first day of the month
commencing after the month in which the Agent receives the Parent’s financial
statements for the Parent’s most recently completed fiscal quarter, the Pricing
Ratio for the most recently completed fiscal quarter, determined in accordance
with the following table:


 


2

















 




	
  Pricing
  Ratio

  	
   

  	
  Applicable

  Base Rate Margin

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  >
  2.00 <2.90

  	
   

  	
  0.500%

  	
   

  
	
  >
  1.50 <2.00

  	
   

  	
  0.250%

  	
   

  
	
  >
  1.00 <1.50

  	
   

  	
  0.000%

  	
   

  
	
  <1.00

  	
   

  	
  0.000%

  	
   

  






 


“Applicable Insolvency Laws” is defined in
Section 7.10.


 


“Applicable LIBOR Margin” means, on any date, a
margin determined by (i) the Pricing Ratio as of the Initial Closing Date
and (ii) thereafter, effective on the first day of the month commencing after
the month in which the Agent receives the Parent’s financial statements for the
Parent’s most recently completed fiscal quarter, the Pricing Ratio for the most
recently completed fiscal quarter, determined in accordance with the following
table:


 




	
  Pricing Ratio

  	
   

  	
  Applicable

  LIBOR Margin

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  >
  2.00 <2.90

  	
   

  	
  2.000%

  	
   

  
	
  >
  1.50 <2.00

  	
   

  	
  1.750%

  	
   

  
	
  >
  1.00 <1.50

  	
   

  	
  1.500%

  	
   

  
	
  <1.00

  	
   

  	
  1.250%

  	
   

  






 


“Applicable Rate” means, at any date, the sum
of:


 


(a)                                  (i)                                     with respect to
each LIBOR Loan, the sum of the Applicable LIBOR Margin plus the LIBOR Rate;


 


(ii)                                  with respect to each
Base Rate Loan, the sum of the Applicable Base Rate Margin plus the Base Rate;
and


 


(iii)                               with respect to each
Swing Line Loan, the Base Rate,


 


plus


 


(b)                                 an additional 2%
effective on the day the Agent notifies the Borrowers that the interest rates
hereunder are increasing as a result of the occurrence and continuance of an
Event of Default under Section 11.1.1 until the earlier of such time as
(i) such Event of Default is no longer continuing, or (ii) such Event
of Default is deemed no longer to exist, in each case pursuant to Section 11.3.


 


“Assignee” is defined in Section 14.1.1.


 


“Assignment and Acceptance” is defined in
Section 14.1.1.


 


3

















 


“Auditors” is defined in Section 9.3.2(a).


 


“Authorized Representative” means each person
designated by the Parent in the most recent Notice of Authorized
Representatives delivered by the Parent to the Agent as being authorized to
request any borrowing or make any interest rate selection on behalf of the
Borrowers, or to give the Agent any other notice hereunder which is required by
the terms of this Agreement to be made through an Authorized Representative.


 


“Available Credit” means, at any time, the
amount by which (a) the Total Commitment is greater than (b) the
aggregate of (i) the aggregate outstanding principal amount of the Loans
at such time, and (ii) the Letter of Credit Exposure at such time.


 


“Banking Day” means (a) for all purposes
other than as covered by clause (b), any day other than Saturday, Sunday
or a day on which commercial banks in Denver, Colorado are authorized or
required by law or other governmental action to close and (b) if such term
is used with reference to a LIBOR Loan, such day is also a day on which
(i) in the case of Dollar LIBOR Loans, dealings between banks are carried
on in United States Dollar deposits, and (ii) in the case of Multicurrency
LIBOR Loans, dealings between banks are carried on in the applicable Foreign
Currency.


 


“Bankruptcy Code” means Title 11 of the
United States Code.


 


“Bankruptcy Default” means an Event of Default
referred to in Section 11.1.10.


 


“Base Rate” means, on any date, the greater of
(a) the rate of interest most recently announced within Wells Fargo at the
San Francisco Office as its prime rate, as evidenced by the recording thereof
in such internal publication or publications as Wells Fargo may designate, with
any change in the prime rate to be effective as of the day such change is
announced within Wells Fargo, and with the understanding that the prime rate is
one of Well Fargo’s base rates and serves as the basis upon which effective
rates of interest are calculated for those loans making reference thereto, and
may not be the lowest rate at which Wells Fargo makes any loan, or (b) the
sum of 0.5% plus the Federal Funds Rate.


 


“Base Rate Loan” means any portion of the
outstanding Revolving Credit Loans or Swing Line Loans by a Lender that bears
interest with reference to the Base Rate.


 


“Bylaws” means all written bylaws, rules,
regulations and all other documents relating to the management, governance or internal
regulation of any Person other than an individual, or interpretive of the
Charter of such Person, all as from time to time in effect.


 


“Capital Expenditures” means, for any Person,
for any period, the sum of (a) all expenditures made, directly or indirectly,
by such Person or any of its Subsidiaries during such period for equipment,
fixed assets, real property or improvements, or for replacements or
substitutions therefor or additions thereto, that have been or are expected to
be reflected as additions to property, plant or equipment on a Consolidated
balance sheet of such Person, plus (b) without duplication of amounts
included under clause (a), the aggregate principal amount of all Indebtedness
(including obligations under Capitalized Leases) assumed or incurred during
such period in connection with such expenditures.


 


4

















 


“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, 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.


 


“Cash Equivalents” means cash equivalents
determined in accordance with GAAP.


 


“CERCLA” means the federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980.


 


“CERCLIS” means the federal Comprehensive
Environmental Response Compensation Liability Information System List (or any
successor document) issued under CERCLA.


 


“Change of Control” means any of the following
events:  (a) any “person” or any
syndicate or group deemed a “person” within the meaning of Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) other than the Trustees of the CH2M HILL Employee Stock Plan, has
become, directly or indirectly, the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall
be deemed to have “beneficial ownership” of all shares that any such person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time), of 30% or more of the voting power of the voting
stock of the Parent on a fully-diluted basis, after giving effect to the
conversion and exercise of all outstanding warrants, options and other
securities of the Parent (whether or not such securities are then currently
convertible or exercisable), or (b) during any period of two consecutive
calendar years, individuals who at the beginning of such period constituted the
board of directors of the Parent cease for any reason (other than death,
disability or expiration of term) to constitute a majority of the directors of
the Parent then in office unless such new directors were elected by the
directors of the Parent who constituted the board of directors of the Parent at
the beginning of such period.


 


“Charges” is defined in Section 3.2.7.


 


“Charter” means the articles of organization,
certificate of incorporation, statute, constitution, joint venture agreement,
partnership agreement, trust indenture, limited liability company agreement or
other charter document of any Person other than an individual, each as from
time to time in effect.


 


“Closing Date” means the Initial Closing Date
and each other date on which any extension of credit is made or any Letter of
Credit is issued pursuant to Sections 2.1, 2.2 or 2.4.


 


“Code” means the Federal Internal Revenue Code
of 1986.


 


“Commitment” means, with respect to any Lender,
such Lender’s obligations to extend the credits contemplated by Section 2,
in the maximum amount as set forth on Schedule I opposite such
Lender’s name, as adjusted under Sections 3.5.7, 4.2.1 or 14.


 


5

















 


“Consolidated” means, with respect to any
Person’s accounts, the accounts of the Person and all of its Subsidiaries, or
such of its Subsidiaries as may be specified, consolidated (or combined) in
accordance with GAAP.


 


“Consolidated Net Income” means, for any period,
the net income (or loss) after taxes for such period of the Parent and its
Subsidiaries on a Consolidated basis, determined in accordance with GAAP.


 


“Consolidated Net Worth” means, at any
reporting date, stockholder’s equity (minus the aggregate value of any treasury
stock) of the Parent and its Subsidiaries on a Consolidated basis, determined
in accordance with GAAP.


 


“Consolidated Total Assets” means as of the
date of any determination thereof, total assets of the Borrowers determined on
a Consolidated basis in accordance with GAAP.


 


“Contingent Obligation” means, with respect to
any Person at the time of any determination, without duplication, any
obligation, contingent or otherwise, of such Person guaranteeing or having the
economic effect of guaranteeing any Indebtedness of any other Person (the
“primary obligor”) in any manner, whether directly or otherwise:  (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or to purchase (or to
advance or supply funds for the purchase of) any direct or indirect security
therefor, (b) to purchase property, securities, or services for the purpose of
assuring the owner of such Indebtedness of the payment of such Indebtedness,
(c) to maintain working capital, equity capital or other financial statement
condition of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or otherwise to protect the owner thereof against loss in
respect thereof, or (d) entered into for the purpose of assuring in any manner
the owner of such Indebtedness of the payment of such Indebtedness or to
protect the owner against loss in respect thereof; provided, that the term
“Contingent Obligation” shall not include endorsements for collection or
deposit, in each case in the ordinary course of business.


 


“Converted Principal Amount” is defined in
Section 2.3.1.


 


“Credit Documents” means:


 


(a)                                  this
Agreement, the Revolving Credit Notes, the Swing Line Note, each Letter of
Credit, each draft presented or accepted under a Letter of Credit and the
Subsidiary Guarantees and the Fee Letter, each as from time to time in effect;


 


(b)                                 all
financial statements, reports, notices and certificates delivered to the Agent
or any of the Lenders by any Obligor; and


 


(c)                                  any
other present or future agreement or instrument from time to time entered into
among the Borrowers, any of their Subsidiaries or any other Obligor, on one
hand, and the Agent or all the Lenders, on the other hand, relating to,
amending or modifying this Agreement or any other Credit Document referred to
above or which is stated to be a Credit Document, each as from time to time in
effect.


 


6

















 


“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 the 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).


 


“Credit Participant” is defined in
Section 14.2.


 


“Current Portion of Long Term Debt” means as of
a given date, the amount of the Borrower’s long-term Indebtedness (other than
the amount of the Loans) which became due during the designated period ending
on the designated date.


 


“Default” means any Event of Default and any
event or condition which with the passage of time or giving of notice, or both,
would become an Event of Default and the filing against any Obligor of a
petition commencing an involuntary case under the Bankruptcy Code.


 


“Denver Office” means the principal banking
office of Wells Fargo in Denver, Colorado.


 


“Distributions” means, as to any Person, any
dividend or distribution to its stockholders, partners or members as such.


 


“Dollar LIBOR Loan” means any portion of the
outstanding Revolving Credit Loans by a Lender that bears interest with
reference to the LIBOR Base Rate for United States Dollar deposits.


 


“EBITDA” means, for any period, the sum of
(a) Consolidated Net Income for such period (excluding the effect of any
extraordinary or non-recurring items (including any gain from the sale of
property)), plus (b) an amount which, in the determination of Consolidated
Net Income for such period, has been deducted for (i) Interest Expense for
such period, and (ii) total federal, state, foreign and other income taxes
for such period, and (iii) all depreciation and amortization for such
period, all as determined in accordance with GAAP.  In addition, if (i) the Parent or any Subsidiary makes a
Permitted Acquisition of a Target during any fiscal quarter, (ii) the
Target becomes a Material Subsidiary as a result of such Permitted Acquisition,
and (iii) the Target’s financial statements for the Determination Period
are audited by independent certified public accountants of recognized national
standing reasonably satisfactory to the Agent, then the reported financial
results of the Target for the Determination Period will be included in
determining EBITDA for such Determination Period.  In addition, if the Parent or any Subsidiary, in compliance with
Section 9.16, sells, transfers or otherwise disposes of the stock of any
Material Subsidiary or all or substantially all of the assets of a Material
Subsidiary during the Determination Period, then the reported financial results
of such Material Subsidiary for such Determination Period shall not be included
in determining EBITDA for such Determination Period.


 


“EMU” means the economic and monetary union as
contemplated in the Treaty on European Union.


 


7

















 


“EMU Legislation” means legislative measures of
the European Council for the introduction of, changeover to or operation of a
single or unified European currency (whether known as the “euro”, “euros” or
otherwise), being in part the implementation of the third stage of EMU.


 


“Environmental Laws” means all applicable
federal, state or local statutes, laws, ordinances, codes, rules, regulations
and guidelines (including consent decrees and administrative orders) relating
to public health and safety and protection of the environment, including OSHA.


 


“ERISA” means the federal Employee Retirement
Income Security Act of 1974.


 


“ERISA Event” means (a) a Reportable Event
with respect to a Plan, (b) a withdrawal by an ERISA Group Person from a
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations which is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by an
ERISA Group Person from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of
intent to terminate under Section 4041(c) of ERISA, the treatment of a
Plan amendment as a termination under Section 4041 or 4041A of ERISA, or
the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer
Plan; (e) an event or condition which might reasonably be expected to
constitute grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Plan or Multiemployer Plan; or
(f) the imposition of any liability under Title IV of ERISA, other than
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon an
ERISA Group Person.


 


“ERISA Group Person” means the Parent, any
Subsidiary of the Parent and any Person which is a member of the controlled group
or under common control with the Parent or any Subsidiary within the meaning of
Section 414 of the Code or section 4001(a)(14) of ERISA.


 


“Euro” means the single currency of Euro
Members of the European Union.


 


“Euro Member” mean each state described as a
“participating member state” in any EMU Legislation.


 


“Euro Unit” means the currency unit of Euros.


 


“Event of Default” is defined in
Section 11.1.


 


“Federal Funds Rate” means, for any day, the
rate (rounded upward to the nearest 1/8%) set forth in the weekly statistical
release designated as H.15(519), or any successor publication, published by the
Federal Reserve Bank of New York (including any such successor, “H.15(519)”)
on the preceding Banking Day opposite the caption “Federal Funds (Effective)”
or, if for any relevant day such rate is not so published on any such preceding
Banking Day, the rate for such day will be the arithmetic mean as determined by
the Agent of the rates for the last transaction in overnight federal funds
arranged prior to 9:00 a.m. (New York City time) on that day by each of three
leading brokers of federal funds transactions in New York City selected by the
Agent.


 


8

















 


“Fee Letter” means the letter agreement
relating to fees among the Borrowers and the Agent executed in connection with
this Agreement.


 


“Final Maturity Date” means July 28, 2006,
or such later date to which the Final Maturity Date has been extended in
accordance with Section 2.6.


 


“Financial Officer” means a person whom the
Agent in good faith believes to be the Parent’s chief executive officer, chief
financial officer, chief operating officer, chairman, president, treasurer or
any of its vice presidents whose primary responsibility is for its financial
affairs.


 


“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 the
Lenders in the London interbank market.


 


“Funding Liability” means (a) any deposit
which was used (or deemed by Section 3.2.6 to have been used) to fund any
portion of the Loans subject to a LIBOR Pricing Option, and (b) any
portion of the Loans subject to a LIBOR Pricing Option funded (or deemed by
Section 3.2.6 to have been funded) with the proceeds of any such deposit.


 


“GAAP” means generally accepted accounting
principles as from time to time in effect, including the statements and
interpretations of the United States Financial Accounting Standards Board.


 


“Governmental Authority” means any federal,
state, local, provincial or foreign court or governmental agency, authority,
instrumentality or regulatory body.


 


“Guarantee” means, with respect to a specified
Person:


 


(a)                                  any
guarantee by the specified Person of the payment or performance of, or any
Contingent Obligation by the specified Person in respect of, any Indebtedness
or other obligation of any primary obligor;


 


(b)                                 any
other arrangement whereby credit is extended to a primary obligor on the basis
of any obligation of the specified Person to a creditor or prospective creditor
of such primary obligor, to (i) pay the Indebtedness of such primary
obligor, (ii) purchase an obligation owed by such primary obligor,
(iii) pay for the purchase or lease of assets or services regardless of
the actual delivery thereof or (iv) maintain the capital, working capital,
solvency or general financial condition of such primary obligor;


 


(c)                                  any
liability of the specified Person as a joint venturer whether imposed as a
matter of law or by contract; and


 


(d)                                 reimbursement
obligations, whether contingent or matured, of the specified Person with
respect to letters of credit, bankers acceptances, other financial guarantees
and interest rate protection agreements;


 


9

















 


in each case whether or not any of the foregoing are reflected on the
balance sheet of the specified Person or in a footnote thereto.


 


“Guarantors” means each domestic Material
Subsidiary except the Borrowers.


 


“Hazardous Material” means any pollutant, toxic
or hazardous material or waste, including any “hazardous substance” or
“pollutant” or “contaminant” as defined in section 101(14) of CERCLA or
any other Environmental Law or regulated as toxic or hazardous under RCRA or
any other Environmental Law.


 


“Indebtedness” means any of the following
items:


 


(a)                                  borrowed
money;


 


(b)                                 indebtedness
evidenced by notes, debentures or similar instruments;


 


(c)                                  Capitalized
Lease obligations;


 


(d)                                 the
deferred purchase price of assets or securities, including related earnouts,
noncompetition and consulting obligations (other than ordinary trade accounts
payable within six months after the incurrence thereof in the ordinary course
of business);


 


(e)                                  mandatory
redemption or dividend rights on capital stock (or other equity);


 


(f)                                    reimbursement
obligations, whether contingent or matured, with respect to letters of credit,
bankers acceptances, other financial guarantees and interest rate protection
agreements (without duplication of other Indebtedness supported or guaranteed
thereby); and


 


(g)                                 all
Contingent Obligations and all Guarantees in respect of Indebtedness of others.


 


“Indemnified Party” is defined in
Section 12.2.


 


“Initial Closing Date” means such date prior to
the Final Maturity Date agreed to by the Borrowers and the Agent as the first
Closing Date hereunder.


 


“Insufficiency” means, with respect to any
Plan, the amount, if any, of its unfunded benefit liabilities, as defined in
Section 4001(a)(18) of ERISA.


 


“Interest Expense” means, for any period, total
interest expense (including the interest component of any Capitalized Leases)
of the Parent and its Subsidiaries, on a Consolidated basis, determined in
accordance with GAAP.


 


“Interest Payment Date” means (a) as to
Base Rate Loans, the last day of each calendar quarter and the Final Maturity
Date, and (b) as to LIBOR Loans, the last day of each applicable Interest
Period and the Final Maturity Date and in addition where the applicable
Interest Period


 


10

















 


for a LIBOR Loan is greater than three months, then also the date three
months from the beginning of the Interest Period and each three months
thereafter.


 


“Interest Period” means, as to LIBOR Loans, a
period of one, two, three or six months, as the Borrowers may elect,
commencing, in each case, on the date of the borrowing (including continuations
and conversions thereof); provided, however, (a) if any
Interest Period would end on a day which is not a Banking Day, such Interest
Period will be extended to the next succeeding Banking Day and such extension
of time will be included in the computation of interest and fees (except that where
the next succeeding Banking Day falls in the next succeeding calendar month,
then on the next preceding Banking Day), (b) no Interest Period will
extend beyond the Final Maturity Date, and (c) where an Interest Period
begins on a day for which there is no numerically corresponding day in the
calendar month in which the Interest Period is to end, such Interest Period
will end on the last Banking Day of such calendar month.


 


“Investment” means, with respect to a specified
Person:


 


(a)                                  any
share of capital stock, partnership or other equity interest, evidence of
Indebtedness or other security issued by any other Person;


 


(b)                                 any
loan, advance or extension of credit to, or contribution to the capital of, any
other Person;


 


(c)                                  any
Guarantee of the Indebtedness of any other Person; and


 


(d)                                 any
Acquisition.


 


The
investments described in the foregoing clauses (a) through (d) are included in
the term “Investment” whether they are made or acquired by purchase, exchange,
issuance of stock or other securities, merger, reorganization or any other
method; provided, however, that the term “Investment” does not
include (i) current trade and customer accounts receivable for property
leased, goods furnished or services rendered in the ordinary course of business
and payable in accordance with customary trade terms, (ii) deposits,
advances or prepayments to suppliers for property leased or licensed, goods
furnished and services rendered in the ordinary course of business,
(iii) advances to employees for relocation and travel expenses, drawing
accounts and similar expenditures, (iv) stock or other securities acquired
in connection with the satisfaction or enforcement of Indebtedness or claims
due to the specified Person or as security for any such Indebtedness or claim,
or (v) demand deposits in banks or similar financial institutions.


 


“Issuing Bank” means Wells Fargo or any
successor Agent, in each case in its capacity as the issuer of a Letter of
Credit.


 


“Judgment Currency” is defined in
Section 21.1.


 


“Judgment Currency Conversion Date” is defined
in Section 21.1.


 


“Key Employee Notes” means (a) notes
issued to former employees for the purchase price of stock redeemed by the
Parent in accordance with the stock repurchase requirements set forth in the
Parent’s Bylaws in effect as of the date of this Agreement, (b) notes
issued in the 


 


11

















 


purchase by the Parent of shares of its common stock under the
repurchase rights set forth in the Parent’s Bylaws, (c) notes issued in the
purchase by the Parent of shares of its common stock on the internal market to
balance the supply and demand for common stock between sellers and buyers, and
(d) notes issued to employees or former employees upon the exercise of (or
in satisfaction of) stock appreciation rights or to pay or satisfy rights under
a phantom stock plan.


 


“LC Available Credit” means the lesser of (i)
$80,000,000 less the current Letter of Credit Exposure, or (ii) the Available
Credit.


 


“Lease Expense” means, for any period, total
lease expense under all operating leases and Capitalized Leases of the Parent
and its Subsidiaries, on a Consolidated basis, determined in accordance with
GAAP.


 


“Legal Requirement” means any present or future
requirement imposed upon any of the Lenders or any of the Borrowers or any of
their Subsidiaries by any law, statute, rule, regulation, directive, order,
decree, guideline (or any interpretation thereof by courts or of administrative
bodies) of the United States, or any jurisdiction in which any LIBOR Office is
located or any state or political subdivision of any of the foregoing, or by
any board, governmental or administrative agency (including any Governmental
Authority), central bank or monetary authority of the United States, any
jurisdiction in which any LIBOR Office is located, or any political subdivision
of any of the foregoing.  Any such
requirement imposed on any of the Lenders not having the force of law will be
deemed to be a Legal Requirement for purposes  of  Section 3 if such
Lender reasonably believes that compliance therewith is in the best interest of
such Lender.


 


“Lender” means each of the Persons listed as
lenders on the signature page hereto, including Wells Fargo in its capacity as
a Lender, the Swing Line Lender and the 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.


 


“Lending Officer” means such individuals whom
the Agent may designate by notice to the Parent from time to time as an officer
who may receive telephone requests for borrowings under Section 2.1.3 or
2.2.1.


 


“Letter of Credit” is defined in
Section 2.4.1.


 


“Letter of Credit Agreement” means the Issuing
Bank’s standard letter of credit application and documentation modified to such
extent, if any, as the 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 Bank has previously accepted under Letters of Credit but that the
Borrowers have not paid to the Issuing Bank.


 


“LIBOR Base Rate” means, for any Interest
Period, the rate of interest at which United States Dollar deposits (in the
case of Dollar LIBOR Loans) or the applicable Foreign Currency 


 


12

















 


deposits (in the case of Multicurrency LIBOR Loans) in an amount
comparable to  the portion of the Loans as to which a LIBOR Pricing Option
has been elected and which have a term corresponding to such Interest Period
are offered to the Agent in the London interbank market for delivery in
immediately available funds at a LIBOR Office selected by the Agent on the
first day of such Interest Period as determined by the Agent at approximately
11:00 a.m. (London time) two Banking Days prior to the date upon which such
Interest Period is to commence (which determination by the Agent shall, in the
absence of manifest error, be conclusive).


 


“LIBOR Loan” means a Dollar LIBOR Loan or a
Multicurrency LIBOR Loan.


 


“LIBOR Office” means such non-United States
office or international banking facility of any Lender as the Lender may from
time to time select.


 


“LIBOR Pricing Options” means the options
granted pursuant to Section 3.2.1 to have the interest on any portion of
the Revolving Credit Loans computed on the basis of a LIBOR Rate.


 


“LIBOR Rate” for any Interest Period means the
rate, rounded upward to the next highest 1/16%, obtained by dividing
(a) the LIBOR Base Rate for such Interest Period by (b) an amount
equal to 1 minus the LIBOR Reserve Rate; provided, however,
that if at any time during such Interest Period the LIBOR Reserve Rate
applicable to any outstanding LIBOR Pricing Option changes, the LIBOR Rate for
such Interest Period will automatically be adjusted to reflect such change,
effective as of the date of such change to the extent required by the Legal Requirement
implementing such change.


 


“LIBOR Reserve Rate” means the stated maximum
rate (expressed as a decimal) of all reserves (including any basic,
supplemental, marginal or emergency reserve or any reserve asset), if any, as
from time to time in effect, required by any Legal Requirement to be maintained
by any Lender against (a) “Eurocurrency liabilities” as specified in
Regulation D of the Board of Governors of the Federal Reserve System
applicable to LIBOR Pricing Options, (b) any other category of liabilities
that includes deposits by reference to which the interest rate on portions of
the Loans subject to LIBOR Pricing Options is determined, (c) the
principal amount of or interest on any portion of the Loans subject to a LIBOR
Pricing Option or (d) any other category of extensions of credit, or other
assets, that includes loans subject to a LIBOR Pricing Option by a non-United
States office of any of the Lenders to United States residents, in each case
without the benefits of credits for prorations, exceptions or offsets that may
be available to a Lender.


 


“Lien” means, with respect to any specified
Person:


 


(a)                                  any
lien, encumbrance, mortgage, pledge, charge or security interest of any kind
upon, or securitization of, any property or assets of the specified Person,
whether now owned or hereafter acquired, or upon the income or profits
therefrom;


 


(b)                                 the
purchase of, or the agreement to purchase, any property or asset upon
conditional sale or subject to any other title retention agreement, device or
arrangement (including a Capitalized Lease); and


 


13

















 


(c)                                  the
sale, assignment, pledge or transfer for security of any accounts, general
intangibles or chattel paper of the specified Person, with or without recourse.


 


“Loans” means the Revolving Credit Loans and the Swing
Line Loans.  “Loan” means a
Revolving Credit Loan or a Swing Line Loan.


 


“MLA Cost” means an addition to the interest
rate on a Multicurrency LIBOR Loan to compensate a Lender for the cost imputed
to a Lender in respect of any Multicurrency LIBOR Loan made during the term of
any Multicurrency LIBOR Loan resulting from the imposition from time to time
under or pursuant to the Bank of England Act 1998 (the “Act”) and/or by
the Bank of England and/or the Financial Services Authority (the “FSA”)
(or other United Kingdom governmental authorities or agencies) of a requirement
to place non-interest-bearing deposits or special deposits (whether
interest-bearing or not) with the Bank of England to meet cash ratio
requirements and/or pay fees to the FSA calculated by reference to liabilities
used to fund the Multicurrency LIBOR Loan.


 


“Margin Stock” means “margin stock” within the
meaning of Regulation U of the Board of Governors of the Federal Reserve
System.


 


“Material Adverse Effect” means a material
adverse effect on (a) the business, assets, financial condition, income or
prospects of the Parent and its Subsidiaries (on a Consolidated basis), or
(b) the ability of the Obligors collectively to perform their obligations
under the Credit Documents, or (c) the rights and remedies of the Agent
and the Lenders under the Credit Documents.


 


“Material Subsidiary” means any direct or
indirect wholly-owned Subsidiary of the Parent whose gross revenues account for
greater than 5% of the Consolidated annual revenues of the Parent.


 


“Maximum Amount of Credit” is defined in
Section 2.1.2


 


“Maximum Rate” is defined in Section 3.2.7.


 


“Multicurrency Available Credit” means the
lesser of (i)  the U.S. Dollar Equivalent of $10,000,000 less the
aggregate outstanding balance of all Multicurrency LIBOR Loans, or
(ii) the Available Credit.


 


“Multicurrency LIBOR Loan” means any portion of
the outstanding Revolving Credit Loans by a Lender made in a Foreign Currency
that bears interest with reference to the LIBOR Base Rate for deposits in that
Foreign Currency.


 


“Multiemployer Plan” means a multiemployer
plan, as defined in Section 4001(a)(3) of ERISA, to which any ERISA Group
Person is making or accruing an obligation to make contributions, or has within
any of the preceding five plan years made or accrued an obligation to make
contributions.


 


“Notes” means the Revolving Credit Notes and
the Swing Line Note.


 


14

















 


“Notice of Authorized Representatives” is
defined in Section 5.


 


“Notice of Revolving Credit Advance” is defined
in Section 2.1.3.


 


“Obligation Currency” is defined in
Section 21.1.


 


“Obligor” means any Borrower, any Material
Subsidiary and any other Person guaranteeing or providing collateral for the
Credit Obligations.


 


“OSHA” means the federal Occupational Health
and Safety Act.


 


“Parent” means CH2M Hill Companies, Ltd., an
Oregon corporation.


 


“PBGC” means the Pension Benefit Guaranty
Corporation or any successor entity.


 


“Percentage Interest” means with respect to any
Lender, (a) at all times when no Event of Default under
Section 11.1.1 and no Bankruptcy Default exists, the ratio of the
respective Commitment of such Lender divided by the total Commitments of all
Lenders as from time to time in effect and reflected in the Register, and
(b) at all other times, the ratio of the respective amounts of the
outstanding Credit Obligations (including Letter of Credit Exposure) owing to
such Lender in respect of extensions of credit under Section 2 divided by
the total outstanding Credit Obligations owing to all Lenders.


 


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


 


(a)                                  The
Agent shall receive at least 10 days prior written notice of any such proposed
Permitted Acquisition for which the cash consideration exceeds $15,000,000;


 


(b)                                 Such
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
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)                                 No
additional Indebtedness shall be incurred, assumed or otherwise reflected on
the Consolidated balance sheet of the Parent and its Subsidiaries after giving
effect to the Permitted Acquisition, except (i) ordinary course trade payables
and accrued expenses and (ii) other assumed Indebtedness not incurred in
anticipation of the proposed Acquisition, provided that upon the
assumption of such Indebtedness the Borrowers would be in compliance with the
financial covenants set forth in Section 9.4 through 9.6 on a pro forma
basis, and, provided, further, that (A) any purchase money
Indebtedness or Capitalized Leases assumed are secured only by the assets of
the Target acquired with the proceeds of such purchase money Indebtedness or
Capitalized Leases, (B) any Indebtedness secured by Liens on real property
is in an outstanding principal amount not in excess of the fair market value of
the real property (except this restriction shall not apply if the aggregate
amount of such Indebtedness secured by Liens on real property for 


 


15

















 


all Permitted Acquisitions does not exceed $2,500,000), and (C) no
Indebtedness secured by accounts receivable shall be assumed;


 


(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;


 


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


 


(g)                                 Prior
to becoming contractually committed to make such 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, for the four fiscal quarters preceding the
date of the Acquisition, in form satisfactory to the Agent, accompanied by a
certificate of a Financial Officer certifying that after giving effect to such
Acquisition, the Borrowers will be in compliance with the financial covenants
set forth in Section 9.4 through 9.6, and no Default will exist.


 


“Person” means any present or future natural
person or any corporation, association, partnership, joint venture, limited
liability, joint stock or other company, business trust, trust, organization,
business or government or any Governmental Authority or political subdivision
thereof.


 


“Plan” means, at any date, any pension benefit
plan subject to Title IV of ERISA maintained, or to which contributions
have been made or are required to be made, by any ERISA Group Person within six
years prior to such date.


 


“Pricing Ratio” means, for any period of four
consecutive fiscal quarters, the ratio of Total Funded Debt as of the last day
of such period divided by Adjusted EBITDA for the four fiscal quarters then
ended.


 


“RCRA” means the federal Resource Conservation
and Recovery Act, 42 U.S.C. § 690, et seq.


 


“Refunded Swing Line Loan” is defined in
Section 2.2.3.


 


“Register” is defined in Section 14.1.3.


 


“Replacement Lender” is defined in Section
3.5.7.


 


“Reportable Event” means an event that is
reportable under Section 4043(c)(1), (2), (3), (4), (5), (6), (7), (10),
(11), (12) or (13) of ERISA and for which a waiver is not available.


 


“Required Lenders” means, with respect to any
approval, consent, modification, waiver or other action to be taken by the
Agent or the Lenders under the Credit Documents which require action by the
Required Lenders, two or more Lenders owning together at least 66 2/3% of
the Percentage Interests.


 


16

















 


“Revolving Credit Loan” is defined in Section
2.1.


 


“Revolving Credit Notes” is defined in
Section 2.1.4.


 


“San Francisco Office” means the principal
banking office of Wells Fargo in San Francisco, California.


 


“Significant Subsidiary” means any direct or
indirect Subsidiary of the Parent (a) of which the Parent owns or controls
80% or more of the issued and outstanding stock or other ownership interests
and (b) which has total assets as shown on its balance sheet, determined
in accordance with GAAP, exceeding $750,000.


 


“Solvent” means, with respect to any Person as
of a particular date, that on such date (a) such Person is able to pay its
debts and other liabilities, Contingent Obligations and other commitments as
they mature in the normal course of business, (b) such Person does not
intend to, and does not believe that it will, incur debts or liabilities beyond
such Person’s ability to pay as such debts and liabilities mature in their
ordinary course, (c) such Person is not engaged in a business or a
transaction, and is not about to engage in a business or a transaction, for
which such Person’s assets would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which
such Person is engaged or is to engage, (d) the fair value of the assets
of such Person is greater than the total amount of liabilities including,
without limitation, contingent liabilities, of such Person, and (e) the
present saleable value of the assets of such Person is not less than the amount
that will be required to pay the probable liability of such Person on its debts
as they become absolute and mature.  In
computing the amount of contingent liabilities at any time, it is intended that
such liabilities are to be computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.


 


“Specified Lien” is defined in Section 7.10.


 


“Subsidiary” means any subsidiary required by
GAAP to be included in the Consolidated financial reporting of the Parent (or
other specified Person).


 


“Subsidiary Guarantees” is defined in
Section 6.


 


“Swing Line Available Credit” means the lesser
of (i) $10,000,000 less the outstanding principal amount of all Swing Line
Loans, or (ii) the Swing Line Lender’s Percentage Interest of the
Available Credit.


 


“Swing Line Lender” means Wells Fargo.


 


“Swing Line Loan” is defined in
Section 2.2.


 


“Swing Line Note” is defined in
Section 2.2.2.


 


“Target” means any Person that the Parent or a
Subsidiary proposes to acquire by merger, stock purchase or by the purchase of
all or substantially all of its assets.


 


17

















 


“Tax” means any present or future tax, levy,
duty, impost, deduction, withholding or other charge of whatever nature at any
time required by any Legal Requirement (a) to be paid by any Lender or
(b) to be withheld or deducted from any payment otherwise required hereby
to be made to any Lender, in each case on or with respect to its obligations
hereunder, any Loan, any payment in respect of the Credit Obligations or any
Funding Liability not included in the foregoing; provided, however,
that the term “Tax” shall not include taxes imposed upon or measured by the net
income of such Lender (other than withholding taxes).


 


“Total Commitment” means the aggregate amount
of all Commitments.


 


“Total Funded Debt” means all Indebtedness of
the Parent and its Subsidiaries.


 


“Treaty on European Union” means the Treaty of
Rome of March 25, 1957, a amended by the Single European Act of 1986 and
the Maastricht Treaty (which was signed at Maastricht on February 7, 1992,
and came into force on November 1, 1993, as amended from time to time).


 


“United States Dollars” means lawful currency
of the United States.


 


“Unused Line Percentage” means a percentage per
annum determined by the Pricing Ratio for the preceding fiscal quarter,
determined in accordance with the following table:


 




	
  Pricing Ratio

  	
   

  	
  Unused
  Line Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  >
  2.00 <2.90

  	
   

  	
  0.350%

  	
   

  
	
  >
  1.50 <2.00

  	
   

  	
  0.300%

  	
   

  
	
  >
  1.00 <1.50

  	
   

  	
  0.250%

  	
   

  
	
  <1.00

  	
   

  	
  0.200%

  	
   

  






 


“U.S. Dollar Equivalent” means the amount of
United States Dollars that would be realized by converting a Foreign Currency
into United States Dollars at approximately 11:00 a.m. (London time), at the
conversion rate or exchange rate as set forth on the applicable Telerate
Screen, on the date of determination; provided that if more than one rate is
listed then the applicable conversion rate shall be the arithmetic average of
such rates.  If for any reason such
conversion rates are not available, the U.S. Dollar Equivalent shall be
calculated using the arithmetic average of the spot buying rates for such
Foreign Currency in United States Dollars as quoted to the Agent by three
foreign exchange dealers of recognized standing in the United States selected
by the Agent at approximately 11:00 a.m. (London time) on any date of
determination.


 


“Wells Fargo” means Wells Fargo Bank, National
Association (or any successor thereto).


 


“Withdrawal Liability” has the meaning
specified in Part I of Subtitle E of Title IV of ERISA.


 


“$23,000,000 Lease Documents” means those
documents listed on Exhibit 9.3.6B attached hereto and incorporated
herein by this reference, together with all renewals, extensions, amendments,
modifications and supplements thereto.


 


18

















 


“$23,000,000 Lease Obligations” means the
Indebtedness of the Borrowers under the $23,000,000 Lease Documents.


 


“$23,000,000 Lease Transaction” means the lease
transaction entered into on or about March 28, 2002, by the Borrowers and
certain other parties pursuant to the $23,000,000 Lease Documents, for the
purpose of constructing, financing the construction of, and leasing to CH2M
Hill, Inc. a new headquarters building for the Borrowers in Douglas County,
Colorado.


 


“$53,000,000 Lease Documents” means those
documents listed on Exhibit 9.3.6A attached hereto and incorporated
herein by this reference, together with all renewals, extensions, amendments,
modifications and supplements thereto.


 


“$53,000,000 Lease Obligations” means the
Indebtedness of the Borrowers under the $53,000,000 Lease Documents.


 


“$53,000,000 Lease Transaction” means the
$53,000,000 lease transaction entered into on or about July 2, 2001 by and
among the Borrowers and certain other parties pursuant to the $53,000,000 Lease
Documents, for the purpose of financing the construction of two (2)  new
headquarters buildings for the Borrowers in Douglas County, Colorado.


 


2.                                       The Credits.


 


2.1                                 Revolving Credit.


 


2.1.1                        Revolving
Credit Loans.  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, the Lenders agree, severally in accordance with their respective
Commitments to make a revolving credit facility available as loans (each, a “Revolving
Credit Loan” and, collectively, the “Revolving Credit Loans”) to the
Borrowers, jointly and severally, in United States Dollars or a Foreign
Currency, as applicable, in such amounts as may be requested by the Parent in
accordance with Section 2.1.3.  The
Revolving Credit Loans will consist of Base Rate Loans or LIBOR Loans.  The Lenders will not make a Revolving Credit
Loan to the extent that the amount of the requested Revolving Credit Loan
exceeds Available Credit.  No Lender
will have an obligation to make a Base Rate Loan or a LIBOR Loan to the extent
that the amount of such requested Base Rate Loan or LIBOR Loan exceeds the
Lender’s Percentage Interest multiplied by Available Credit or to the extent
that making such Base Rate Loan or LIBOR Loan would cause the Lender’s
Percentage Interest multiplied by the aggregate outstanding principal amount of
all Loans to exceed such Lender’s Commitment. 
The Lenders will have no obligation to make a Multicurrency LIBOR Loan
to the extent the amount of such requested Multicurrency LIBOR Loan exceeds the
Multicurrency Available Credit.


 


2.1.2                        Maximum
Amount of Credit.  The term “Maximum
Amount of Credit” means the lesser of (a) $125,000,000 or (b) the
amount to which the Total Commitment has been permanently reduced pursuant to
Section 4.2.1.


 


19

















 


2.1.3                        Borrowing
Requests.  The Parent, on behalf of
the applicable Borrower, may from time to time request a Revolving Credit Loan
under Section 2.1.1 by providing to the Agent a notice (which may be given
by a telephone call from an Authorized Representative received by a Lending
Officer if promptly confirmed in writing) (“Notice of Revolving Credit
Advance”).  Such Notice of Revolving
Credit Advance must be delivered not later than 11:00 a.m. (Denver time) on the
first Banking Day (third Banking Day if any portion of such Revolving Credit
Loan shall be a Dollar LIBOR Loan and the fourth Banking Day if any portion of
such Revolving Credit Loan shall be a Multicurrency LIBOR Loan) prior to the
requested Closing Date for such Revolving Credit Loan.  The notice must specify (a) the amount
of the requested Revolving Credit Loan, (b) the name of the applicable
Borrower, (c) whether the requested Revolving Credit Loan will be
requested as Dollar LIBOR Loans, Multicurrency LIBOR Loans (and the applicable
Foreign Currency) or Base Rate Loans, (d) with respect to LIBOR Loans, the
Interest Period, and (e) the requested Closing Date therefor (which will
be a Banking Day).  Each Revolving
Credit Loan requested as Base Rate Loans will be at least $500,000 and an
integral multiple of $100,000.  Each
Revolving Credit Loan requested as Dollar LIBOR Loans will be at least
$2,000,000 and an integral multiple of $500,000.  Each Revolving Credit Loan requested as Multicurrency LIBOR Loans
will be at least the U.S. Dollar Equivalent of $2,000,000 and an integral
multiple of the U.S. Dollar Equivalent of $500,000.  Upon receipt of such Notice of Revolving Credit Advance, the
Agent will promptly inform each other Lender (by telephoning or otherwise).  In connection with each Revolving Credit
Loan, the Parent will furnish to the Agent a certificate in substantially the
form of Exhibit 8.2.1.


 


2.1.4                        Revolving
Credit Notes.  The Agent will keep a
record of the Revolving Credit Loans. 
The aggregate principal amount of each Revolving Credit Loan will be
deemed owed to each Lender severally in accordance with such Lender’s
Percentage Interest, and all payments will be for the account of each Lender in
accordance with its Percentage Interest. 
The Borrowers’ obligations to repay the Revolving Credit Loans, together
with interest thereon as provided herein, will be evidenced by a separate note
of the Borrowers in substantially the form of Exhibit 2.1.4 (the “Revolving
Credit Notes”), payable to each Lender in accordance with such Lender’s Percentage
Interest in the aggregate principal amount of the Revolving Credit Loans.


 


2.1.5                        Lender
Funding and Disbursement.  Each
Lender will, before 10:00 a.m. (Denver time) on the Closing Date of each
Revolving Credit Loan under Section 2.1.1, make available to the Agent at
the Denver Office (or, at the request of the Agent, in the case of a Revolving
Credit Loan requested as Multicurrency LIBOR Loans, at such bank as the Agent
may designate to the Lenders) by deposit, in United States Dollars or the applicable
Foreign Currency, in same day or immediately available funds, such Lender’s
Percentage Interest of the aggregate principal amount of such Revolving Credit
Loan.  After the Agent’s receipt of such
funds and upon fulfillment of the applicable conditions set forth in
Section 8, the Agent will promptly disburse such funds in same day or
immediately available funds in the applicable Foreign Currency in the case of a
Revolving Credit Loan requested as Multicurrency LIBOR Loans, and in United
States Dollars in the case of all other Revolving Credit Loans, to the
Borrowers.  Each 


 


20

















 


Revolving Credit Loan
will be made at the Denver Office by depositing the amount thereof to the
general account of the Parent with the Agent.


 


2.1.6                        Continuations
and Conversions.  The Borrowers will
have the option, on any Banking Day, to continue existing LIBOR Loans for a
subsequent Interest Period, to convert Base Rate Loans into LIBOR Loans or to
convert LIBOR Loans into Base Rate Loans; provided, however, that
(i) LIBOR Loans may only be continued or converted into Base Rate Loans on
the last day of the applicable Interest Period, (ii) LIBOR Loans may not
be continued nor may Base Rate Loans be converted into LIBOR Loans during the
existence of a Default, and (iii) any request to continue a LIBOR Loan
that fails to comply with the terms of this Agreement including the time
periods in 2.1.3 or any failure to request a continuation of a LIBOR Loan at
the end of an Interest Period shall constitute a conversion to a Base Rate Loan
on the last day of the Interest Period. 
All continuations and conversions must be made uniformly and ratably
among the Lenders.


 


2.1.7                        Lenders’
Obligations to Fund.  Unless the
Agent has received notice from a Lender prior to the date of any Revolving
Credit Loan that such Lender will not make available to the Agent the Lender’s
Percentage Interest of the aggregate principal amount of such Revolving Credit
Loan, the Agent may assume that the Lender has made its Percentage Interest of
the aggregate principal amount of such Revolving Credit Loan available to the
Agent on the Closing Date of such Revolving Credit Loan in accordance with
Section 2.1.5, and the Agent may, in reliance upon such assumption, make
available to the Borrowers a Revolving Credit Loan in a corresponding
amount.  If and to the extent that a
Lender has not made its Percentage Interest of the aggregate principal amount
of a Revolving Credit Loan available to the Agent, such defaulting Lender and
the Borrowers severally agree to repay or pay to the Agent forthwith upon
demand the corresponding amount and to pay interest thereon, for each day from
the applicable Closing Date the amount is made available to the Borrowers until
the date such amount is repaid or paid to the Agent, at (i) in the case of
the Borrowers, the Applicable Rate applicable at such time under
Section 3.1 to such Revolving Credit Loan, and (ii) in the case of
the defaulting Lender, the Federal Funds Rate for the first two Banking Days
and the Base Rate thereafter.  In
addition to other rights and remedies which the Agent may have under the
immediately preceding provision or otherwise, the Agent shall be entitled (i)
to withhold or setoff and to apply in satisfaction of the defaulted payment and
any related interest, any amounts otherwise payable to such defaulting Lender
under this Agreement or any other Credit Document until such defaulted payment
and related interest has been paid in full and such default no longer exists and
(ii) to bring an action or suit against such defaulting Lender in a court of
competent jurisdiction to recover the defaulted amount and any related
interest.  Any amounts received by the
Agent in respect of a such defaulting Lender’s Base Rate Loans or LIBOR Loans
shall not be paid to such defaulting Lender and shall be held uninvested by the
Agent and either applied against the purchase price of such defaulting Lender’s
interest in the Credit Obligations under Section 2.1.8 or paid to such
defaulting Lender upon the default of such defaulting Lender being cured.


 


2.1.8                        Purchase
from Defaulting Lender.  Any Lender
that is not a defaulting Lender as set forth in Section 2.1.7 shall have the
right, but not the obligation, in its sole 


 


21

















 


discretion, to acquire
all of a defaulting Lender’s interests, rights and obligations under the Credit
Documents, the portion of the Credit Obligations at the time owing to such
defaulting Lender and the Notes held by it. 
If more than one Lender exercises such right, each such Lender shall
have the right to acquire such interests on a pro rata basis.  Upon any such purchase, the defaulting
Lender’s interest in the Credit Obligations and its rights hereunder (but not
its liability in respect thereof or under the Credit Documents or this
Agreement to the extent the same relate to the period prior to the effective
date of the purchase) shall terminate on the date of purchase, and the
defaulting Lender shall promptly execute all documents reasonably requested to
surrender and transfer such interest to the purchaser thereof subject to and in
accordance with the requirements set forth in Section 14, including an
Assignment and Acceptance in form acceptable to the Agent.  The purchase price for the defaulting
Lender’s interests, rights and obligations under the Credit Documents, the
portion of the Credit Obligations at the time owing to such defaulting Lender
and the Notes held by it, shall be equal to the amount of the Credit Obligations
then owed to such defaulting Lender. 
The purchaser shall pay such purchase price to the defaulting Lender in
same day or immediately available funds on the date of such purchase (it being
understood that accrued and unpaid interest and fees may be paid pro rata to
the purchasing Lender and the defaulting Lender by the Agent at a subsequent
date upon receipt of payment of such amounts from the Borrowers).  Prior to payment of such purchase price to a
defaulting Lender, the Agent shall apply against such purchase price any
amounts retained by the Agent pursuant to the last sentence of Section
2.1.7.  The defaulting Lender shall be
entitled to receive amounts owed to it by the Borrowers under the Credit
Documents which accrued prior to the date of the default by the defaulting
Lender, to the extent the same are received by the Agent from or on behalf of
the Borrowers.  There shall be no
recourse against any Lender or the Agent for the payment of such sums except to
the extent of the receipt of payments from any other party or in respect of the
Credit Obligations.  No such termination
of any defaulting Lender’s obligations hereunder and the purchase of such
defaulting Lender’s interests pursuant to this Section 2.1.8 will affect
(x) any liability or obligation of the Borrowers, the Agent or any other
Lender to such defaulting Lender which accrued on or prior to the date of such
purchase, or (y) such defaulting Lender’s rights hereunder in respect of
any such liability or obligation.  Upon
the effective date of such purchase, such defaulting Lender will cease to be a
“Lender” hereunder.


 


2.1.9                        Lenders’
Obligations Several.  The obligation
of each Lender hereunder is several. 
The failure of any Lender to make available its Percentage Interest of
the aggregate principal amount of any Revolving Credit Loan will not relieve
any other Lender of its obligation hereunder to do so on the date requested,
but no Lender will be responsible for the failure of any other Lender to make
available its Percentage Interest of the aggregate principal amount of any
Revolving Credit Loan to be funded by such other Lender.


 


2.2                                 Swing Line.


 


2.2.1                        Swing
Line Loans.  In lieu of making
Revolving Credit Loans, the Swing Line Lender may, in its sole discretion, on
the terms and subject to the conditions of this Agreement, make available to
the Borrowers, from time to time until the Final Maturity 


 


22

















 


Date, a short-term
revolving loan (a “Swing Line Loan”). 
The Swing Line Lender will not make a Swing Line Loan to the extent that
the amount of such requested Swing Line Loan exceeds the Swing Line Available
Credit.  Until the Final Maturity Date,
the Borrowers may from time to time borrow, repay and reborrow under this
Section 2.2.1.  Each Swing Line
Loan will be made upon written or telephonic notice from the Parent to the
Swing Line Lender on the date of receipt of such notice if such day is a
Banking Day and if such notice is received before 11:00 a.m. (Denver time), or
if received after 11:00 a.m. (Denver time), such Swing Line Loan shall be made
on the next Banking Day. 
Notwithstanding any other provision of this Agreement or the other
Credit Documents, each Swing Line Loan will constitute a Base Rate Loan.  The Borrowers will repay the aggregate
outstanding principal amount of the Swing Line Loans upon demand by the
Agent.  Each Swing Line Loan will be
made at the Denver Office by depositing the amount thereof in United States
Dollars to the general account of the Parent with the Agent.  In connection with each Swing Line Loan,
before the Closing Date of such Swing Line Loan, the Parent will furnish to the
Agent a certificate in substantially the form of Exhibit 8.2.1.


 


2.2.2                        Swing
Line Note.  The Borrowers’
obligations to repay the Swing Line Loans, together with interest thereon as
provided herein, will be evidenced by a single master promissory note, in the
principal amount of $10,000,000, dated the Initial Closing Date and
substantially in the form of Exhibit 2.2.2 (the “Swing Line Note”),
payable to the Swing Line Lender.  Each
Borrower shall execute the Swing Line Note and deliver the same to the Agent on
behalf of the Swing Line Lender.  The
entire unpaid principal balance of the Revolving Credit Loans, the Swing Line
Loans and all other non-contingent Credit Obligations shall be immediately due
and payable in full in immediately available funds on the Final Maturity Date
if not sooner paid in full.


 


2.2.3                        Refunding
of Swing Line Loans.  The Swing Line
Lender, at any time and from time to time in its sole and absolute discretion
will, but not less frequently than weekly, on behalf of any Borrower (and each
Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its
behalf), request that each Lender (including the Swing Line Lender) make a Base
Rate Loan to such Borrower in an amount equal to such Lender’s Percentage
Interest of the aggregate principal amount of such Borrower’s Swing Line
Loan(s) (the “Refunded Swing Line Loan”) outstanding on the date such
notice is given.  Unless a Bankruptcy
Default exists (in which event the procedures of Section 2.2.4 will apply)
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 will disburse
directly to the Agent, its Percentage Interest of the aggregate principal
amount of such Revolving Credit Loan as a Base Rate Loan, prior to 12:00 noon
(Denver time), in immediately available funds on the Banking Day next
succeeding the date such notice is given. 
The proceeds of such Base Rate Loans shall be immediately paid to the
Swing Line Lender and applied to repay the Refunded Swing Line Loan of the
applicable Borrower, as requested by the Swing Line Lender.


 


2.2.4                        Participation
in Swing Line Loans.  If, prior to
refunding a Swing Line Loan with a Revolving Credit Loan pursuant to
Section 2.2.3, a Bankruptcy Default exists, then each Lender shall, on the
date such Revolving Credit Loan was to have been 


 


23

















 


made for the benefit of
the applicable Borrower, purchase from the Swing Line Lender an undivided
participation interest in such Swing Line Loan.  Upon request, each Lender shall promptly transfer to the Swing
Line Lender, in immediately available funds, the amount of its participation.


 


2.2.5                        Lender’s
Funding Obligations.  Each Lender’s
obligation to make Base Rate Loans in accordance with Section 2.2.3 and to
purchase participating interests in accordance with Section 2.2.4 shall
not be affected by any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the Agent, the Swing Line Lender, any
Borrower or any other Person for any reason whatsoever.  If any Lender does not make available to the
Swing Line Lender the amount required pursuant to Section 2.2.3 or Section
2.2.4, as the case may be, the Swing Line Lender shall be entitled to recover
such amount on demand from such Lender, together with interest thereon for each
day from the date of nonpayment until such amount is paid in full at the
Federal Funds Rate for the first two Banking Days and at the Base Rate
thereafter.


 


2.3                                 Currency Equivalents for
Multicurrency LIBOR Loans.


 


2.3.1                        Conversion
Rate for Multicurrency LIBOR Loans. 
The principal amount of each Revolving Credit Loan consisting of
Multicurrency LIBOR Loans which is denominated in a Foreign Currency
(a) will be converted into its U.S. Dollar Equivalent on the date of the
funding of such Revolving Credit Loan (the “Converted Principal Amount”),
and the Converted Principal Amount will be added to the principal balance
outstanding under the Revolving Credit Notes on the date of the funding of such
Revolving Credit Loan, and (b) from and after any such date, will be
deemed to remain equivalent to the Converted Principal Amount until the end of
the applicable Interest Period notwithstanding any fluctuation in exchange
rates occurring thereafter.


 


2.3.2                        Revaluation.  If at the expiration of an Interest Period
for a Revolving Credit Loan consisting of Multicurrency LIBOR Loans, such
Revolving Credit Loan will remain denominated in the same Foreign Currency for
a succeeding Interest Period, then the principal amount of such Revolving
Credit Loan will be revalued based on the U.S. Dollar Equivalent, and a new
Converted Principal Amount will be calculated, as of the Banking Day preceding
the next Interest Period.


 


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, the Issuing Bank will issue for the account of the Borrowers
standby and documentary letters of credit (the “Letters of Credit”).  The Issuing Bank will not 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 by providing a notice from an Authorized Representative to
the Issuing Bank which is actually received 


 


24

















 


not less than one Banking
Day 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, and (e) the principal terms of the text for such Letter of Credit.  Each Letter of Credit will be issued by
forwarding it to the applicable Borrower or to such other Person as directed in
writing by an Authorized Representative. 
In connection with the issuance of any Letter of Credit, the Parent shall
deliver to the Issuing Bank certificates in substantially the form of Exhibit 2.4.2
and Exhibit 8.2.1 and a Letter of Credit Agreement signed by the
applicable Borrower, and such other documents or items as the Issuing Bank may
require pursuant to the terms thereof.


 


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 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 earlier of (a) the date one year after the date of
issuance, or (b) 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
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, a participation therein, in
an amount equal to each Lender’s Percentage Interest multiplied by the face
amount of such Letter of Credit, 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 13.4, to reimburse the
Issuing Bank to the extent of their respective Percentage Interests in such
Letter of Credit for all obligations incurred by the 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
confirmation regarding the participations in Letters of Credit outstanding
during each month.


 


2.4.5                        Presentation.  The Issuing Bank may accept or pay any draft
presented to it, regardless of when drawn, if such draft, the other required
documents and any transmittal advice are presented to the Issuing Bank and
dated on or before the expiration date of the Letter of Credit under which such
draft is drawn.  Except insofar as
written instructions actually received are given by the applicable Borrower
expressly to 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.


 


25

















 


2.4.6                        Payment
of Drafts.  At such time as the
Issuing Bank makes any payment on a draft presented or accepted under a Letter
of Credit, the Borrowers shall on demand pay to the Issuing Bank in immediately
available funds the amount of such payment. 
Unless the Borrowers otherwise pay to the Issuing Bank the amount
required by the foregoing sentence, 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 Issuing Bank shall notify each other Lender that the
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
Issuing Bank) will disburse directly to the 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. 
The proceeds of such Revolving Credit Loan shall be applied to repay the
amount required by the first sentence of this Section.


 


2.4.7                        Subrogation.  Upon any payment by the Issuing Bank under
any Letter of Credit and until the reimbursement of the Issuing Bank by the
Borrowers with respect to such payment, the 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 Issuing Bank may reasonably request, including requiring the
beneficiary of any Letter of Credit to execute such documents as the Issuing
Bank may reasonably request, to assure and confirm to the 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 Issuing Bank consents thereto,
the 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
Issuing Bank pursuant to any such request, consent or waiver.


 


2.5                                 Application of Proceeds.


 


2.5.1                        Loan.  The Borrowers will apply the proceeds of the
Loans to pay fees and expenses incurred in connection with the Credit Documents
and for general corporate purposes of the Borrowers and their Subsidiaries,
including Permitted Acquisitions.


 


2.5.2                        Letters
of Credit.  Letters of Credit will
be issued only for lawful corporate purposes related to a Borrower’s business
as the Parent has requested in writing.


 


26

















 


2.5.3                        Specifically
Prohibited Applications.  The
Borrowers will not, directly or indirectly, apply any part of the proceeds of
any extension of credit made pursuant to the Credit Documents (a) to
purchase or to carry Margin Stock or (b) to any transaction prohibited by
Legal Requirements or by the Credit Documents.


 


2.6                                 Option to Extend Final Maturity Date.  So long as no Default exists, the Borrowers
may request, by written notice to the Lenders, once prior to the first
anniversary of the date hereof and once after the first anniversary of the date
hereof but prior to the second anniversary of the date hereof, that the Final
Maturity Date be extended for an additional one year period.  The Lenders will provide a written response
to the Borrowers not later than 60 days after receipt of such request.  In no event will the Final Maturity Date be
extended without the consent of each of the Lenders, and any Lender which fails
to respond is deemed to have denied the request for extension of the Final
Maturity Date.


 


3.                                       Interest; LIBOR Pricing Options;
Fees; Changes in Circumstance, Yield Protection.


 


3.1                                 Interest. 
The Loans will accrue and bear interest at a rate per annum which will
at all times equal the Applicable Rate. 
Any Revolving Credit Loan consisting of Multicurrency LIBOR Loans will
have added to such Loan the MLA Cost associated with such Loans.  Prior to any stated or accelerated maturity
of a Loan, the Borrowers will, on each Interest Payment Date applicable to Base
Rate Loans, pay the accrued and unpaid interest on all Base Rate Loans.  On each Interest Payment Date applicable to
a LIBOR Loan, or on any earlier termination of any LIBOR Pricing Option
applicable to such LIBOR Loan, the Borrowers will pay the accrued and unpaid
interest on the portion of such Loan which was subject to the applicable LIBOR
Pricing Option.  On the conversion of a
LIBOR Loan to a Base Rate Loan or the conversion of a Base Rate Loan to a LIBOR
Loan, the Borrowers will pay the accrued and unpaid interest on the portion of
such Loan which is being converted.  On
the stated or any accelerated maturity of a Loan, the Borrowers will pay all
accrued and unpaid interest on such Loan, including any accrued and unpaid
interest on any portion of such Loan which is subject to a LIBOR Pricing
Option.  All payments of interest will
be made in the applicable Foreign Currency, in the case of Multicurrency LIBOR
Loans, and in United States Dollars, in the case of Base Rate Loans and Dollar
LIBOR Loans, in same day or immediately available funds, not later than 12:00
noon (Denver time) on the due date to the Agent at the Denver Office for the
account of each Lender in accordance with such Lender’s Percentage Interest; provided,
however, that at the request of the Agent, payments of interest on
Multicurrency LIBOR Loans will be made in the applicable Foreign Currency in
immediately available funds to such account at such bank as the Agent may
designate to the Parent, no later than 12:00 noon (local time in the place
where such bank is located) on the due date.


 


3.2                                 LIBOR Pricing Options.


 


3.2.1                        Election
of LIBOR Pricing Options.  Subject
to all terms and conditions of this Agreement and so long as no Default exists,
the Borrowers may from time to time, by irrevocable notice given by an
Authorized Representative to the Agent actually received not less than three
Banking Days prior to the commencement of the Interest Period selected in such
notice, elect to have such portion of the Revolving Credit Loans as the Parent
may specify in such notice accrue and bear interest during the Interest


 


27

















 


Period so selected at the
Applicable Rate computed on the basis of the LIBOR Rate.  In the event the Borrowers at any time fail
to elect a LIBOR Pricing Option under this Section 3.2.1 for any portion
of the Revolving Credit Loans, then such portion of the Revolving Credit Loans
will accrue and bear interest at the Applicable Rate computed on the basis of
the Base Rate.  No election of a LIBOR
Pricing Option will become effective:


 


(a)                                  if,
prior to the commencement of any such Interest Period, the Agent determines
that (i) as a result of the adoption of or change in any Legal Requirement
or in the interpretation or application thereof after the Initial Closing Date,
the electing or granting of the LIBOR Pricing Option in question would be
illegal, (ii) LIBOR deposits in an amount comparable to the principal
amount of the Revolving Credit Loans as to which such LIBOR Pricing Option has
been elected and which have a term corresponding to the proposed Interest
Period are not readily available in the London interbank market, (iii) by
reason of circumstances affecting the London interbank market, adequate and
reasonable methods do not exist for ascertaining the interest rate applicable
to such deposits for the proposed Interest Period, or (iv) Revolving
Credit Loans cannot be made in the applicable Foreign Currency; or


 


(b)                                 if
any Lender has advised the Agent by telephone or otherwise at or prior to 11:00
a.m. (Denver time) on the second Banking Day prior to the commencement of such
proposed Interest Period (and has subsequently confirmed in writing) that,
after reasonable efforts to determine the availability of such LIBOR deposits,
such Lender reasonably anticipates that LIBOR deposits in an amount equal to
the Percentage Interest of such Lender in the portion of the Revolving Credit
Loans as to which such LIBOR Pricing Option has been elected and which have a
term corresponding to the Interest Period in question will not be offered in
the London interbank market to such Lender at a rate of interest that does not
exceed the anticipated LIBOR Base Rate (unless the foregoing results from a
deterioration subsequent to the date hereof in the creditworthiness of such
Lender or a change in the availability of LIBOR markets to such Lender pursuant
to legal or regulatory restrictions).


 


If such notice
is given pursuant to Section 3.2.2 in connection with (a) or (b) above,
(i) any LIBOR Loans requested to be made on the first day of such Interest
Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that
were to have been converted on the first day of such Interest Period to, and
LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted
to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans
shall be converted, on the first day of such Interest Period, to Base Rate
Loans.  Until such notice has been
withdrawn by the Agent, no further LIBOR Loans shall be made or continued as
such, nor shall the Borrowers have the right to convert Base Rate Loans to
LIBOR Loans.  If such notice is given in
connection with any request for a Multicurrency LIBOR Loan, the requested
Revolving Credit Loan shall be made in United States Dollars.


 


3.2.2                        Notice
to Lenders and Borrowers.  The Agent
will promptly inform each Lender (by telephone or otherwise) of each notice
received by it from the Parent pursuant to Section 3.2.1 and of the
Interest Period specified in such notice. 
Upon determination 


 


28

















 


by the Agent of the LIBOR
Rate for such Interest Period or in the event such election will not become
effective, the Agent will promptly notify the Parent and each Lender (by
telephone or otherwise) of the LIBOR Rate so determined or why such election
did not become effective, as the case may be.


 


3.2.3                        Selection
of Interest Periods for LIBOR Loans. 
Interest Periods will be selected so that:


 


(a)                                  no
more than 12 LIBOR Pricing Options will be outstanding at any time;


 


(b)                                 no
more than three Revolving Credit Loans consisting of Multicurrency LIBOR Loans
having different Interest Periods will be outstanding at any time; and


 


(c)                                  no
Interest Period will expire later than the Final Maturity Date.


 


3.2.4                        Additional
Interest.  If any LIBOR Loan is
repaid, or any LIBOR Pricing Option is terminated for any reason (including
acceleration of maturity), on a date which is prior to the last Banking Day of
the Interest Period applicable to such LIBOR Pricing Option, the Borrowers will
pay to the Agent for the account of each Lender in accordance with such
Lender’s Percentage Interest, in addition to any interest otherwise payable
hereunder, an amount equal to the present value (calculated in accordance with
this Section 3.2.4) of interest for the unexpired portion of such Interest
Period on the portion of any Revolving Credit Loans so repaid, or as to which a
LIBOR Pricing Option was so terminated, at a per annum rate equal to the excess,
if any, of (a) the rate applicable to such LIBOR Pricing Option minus
(b) the rate of interest obtainable by the Agent upon the purchase of debt
securities customarily issued by the Treasury of the United States which have a
maturity date approximating the last Banking Day of such Interest Period.  The present value of such additional
interest will be calculated by discounting the amount of such interest for each
day in the unexpired portion of such Interest Period from such day to the date
of such repayment or termination at a per annum interest rate equal to the
interest rate determined pursuant to clause (b) of the preceding sentence, and
by adding all such amounts for all such days during such period.  The determination by the Agent of such
amount of interest will, in the absence of manifest error, be conclusive.  For purposes of this Section 3.2.4, if
any portion of any Revolving Credit Loan which was to have been subject to a
LIBOR Pricing Option is not outstanding on the first day of the Interest Period
applicable to such LIBOR Pricing Option, other than for reasons described in
Section 3.2.1(a) and 3.2.1(b) or as a direct result of a Lender’s failure
to make its portion of such Revolving Credit Loan, the Borrowers will be deemed
to have terminated such LIBOR Pricing Option.


 


3.2.5                        Violation
of Legal Requirements.  If the
adoption of or change in any Legal Requirement or in the interpretation or
application thereof applicable to any Lender after the Initial Closing Date
prevents any Lender from funding or maintaining through the purchase of
deposits in the London interbank market any portion of the Revolving Credit
Loans subject to a LIBOR Pricing Option or otherwise from giving effect to such
Lender’s obligations as contemplated by Section 3.2, (a) the Agent
may by notice to the Borrowers terminate all of the affected LIBOR Pricing
Options, (b) the portion of the 


 


29

















 


Revolving Credit Loans
subject to such terminated LIBOR Pricing Options shall immediately bear
interest thereafter at the Applicable Rate computed on the basis of the Base
Rate, and (c) the Borrowers shall make any payment required by
Section 3.2.4.


 


3.2.6                        Funding
Procedure.  The Lenders may fund any
portion of the Revolving Credit Loans subject to a LIBOR Pricing Option out of
any funds available to the Lenders. 
Regardless of the source of the funds actually used by any of the
Lenders to fund any portion of the Revolving Credit Loans subject to a LIBOR
Pricing Option, however, all amounts payable hereunder, including the interest
rate applicable to any such portion of the Revolving Credit Loans and the
amounts payable under Sections 3.2.4 and 3.5, will be computed as if each
Lender had actually funded such Lender’s Percentage Interest in such portion of
the Revolving Credit Loans through the purchase of deposits in such amount of
the type by which the LIBOR Base Rate was determined, with a maturity the same
as the applicable Interest Period relating thereto and through the transfer of
such deposits from an office of the Lender having the same location as the
applicable LIBOR Office to one of such Lender’s offices in the United States.


 


3.2.7                        Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any
time the Applicable Rate to any Loan, together with all fees, charges and other
amounts that are treated as interest on such Loan under applicable law
(collectively, the “Charges”), shall exceed the maximum lawful rate (the
“Maximum Rate”) that may be contracted for, charged, taken, received or
reserved by a Lender in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Rate to the date of repayment, shall have been received by such
Lender.


 


3.3                                 Fees.


 


3.3.1                        Unused
Line Fee.  The Borrowers shall pay
the Agent for the account of the Lenders in accordance with the Lenders’
respective Commitments, in arrears on the last Banking Day of each calendar
quarter, for the period from the date of this Agreement to the Final Maturity
Date, an unused line fee equal to the Unused Line Percentage of the average
Available Credit, calculated daily, during such calendar quarter or portion
thereof.  Payment shall be made by
automatic deduction from the Parent’s general account with the Agent, and the Agent
will notify the Parent of the amount of the fee.


 


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


 


30

















 


annum applied for a
period equal to the term of such Letter of Credit, which fees shall be payable
upon issuance of each Letter of Credit 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.  The Borrowers will pay to the
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 the Issuing Bank’s standard fees and charges then in effect.


 


3.3.3                        Administrative
Fees.  The Borrowers agree to pay to
the Agent, for its own account, the fees in accordance with the terms of the
Fee Letter.


 


3.4                                 Computations of Interest and Fees.  For purposes of this Agreement, interest
(except interest on Multicurrency LIBOR Loans), commitment fees and Letter of
Credit fees (and any other amount expressed as interest or such fees) will be
computed on the basis of a 360-day year for actual days elapsed.  For purposes of this Agreement, interest on
Multicurrency LIBOR Loans will be computed on the basis of a 365- or 366-day
year for actual days elapsed.  Except as
provided in the definition of Interest Period with respect to LIBOR Loans, if
any payment required by this Agreement is due on a day that is not a Banking
Day, such payment will be made on the next succeeding Banking Day and such
extension of time will be included in the computation of interest and fees.


 


3.5                                 Changes in Circumstances; Yield
Protection.


 


3.5.1                        Reserve
Requirements, Etc.  If the adoption
or change in any Legal Requirement or in the interpretation or application
thereof applicable to any Lender, or compliance by any Lender with any request
or directive (whether or not having the force of law) from any central bank or
other Governmental Authority, in each case made subsequent to the Initial
Closing Date, shall (a) impose, modify, increase or deem applicable any
insurance assessment, reserve, special deposit or similar requirement against
any Funding Liability or the Letters of Credit, (b) impose, modify,
increase or deem applicable any other requirement or condition with respect to
any Funding Liability or the Letters of Credit, or (c) change the basis of
taxation of Funding Liabilities or payments in respect of any Letter of Credit
(other than changes in the rate of Taxes measured by the overall net income of
such Lender) and the effect of any of the foregoing shall be to increase the
cost to any Lender of issuing, making, funding or maintaining its respective
Percentage Interest in any portion of the Revolving Credit Loans subject to a
LIBOR Pricing Option or any Letter of Credit, to reduce the amounts received or
receivable by such Lender under this Agreement or to require such Lender to
make any payment or forego any amounts otherwise payable to such Lender under
this Agreement (other than any Tax or any reserves that are included in
computing the LIBOR Reserve Rate), then such Lender may claim compensation from
the Borrowers under Section 3.5.5.


 


3.5.2                        All
payments of the Credit Obligations will be made without set-off or counterclaim
and free and clear of any deductions, including deductions for Taxes, unless
the Borrowers are required by law to make such deductions.  If (a) any Lender is subject 


 


31

















 


to any Tax with respect
to any payment of the Credit Obligations or its obligations hereunder, or
(b) the Borrowers are required to withhold or deduct any Tax on any
payment on the Credit Obligations, then such Lender may claim compensation from
the Borrowers under Section 3.5.5. 
Whenever Taxes must be withheld by the Borrowers with respect to any
payments of the Credit Obligations, the Borrowers will promptly furnish to the
Agent for the account of the applicable Lender official receipts (to the extent
that the relevant governmental authority delivers such receipts) evidencing
payment of any Taxes so paid.  If the
Borrowers fail to pay any such Taxes when due or fail to remit to the Agent for
the account of the applicable Lender the required receipts evidencing payment
of any such Taxes so withheld or deducted, the Borrowers shall indemnify the
affected Lender for any incremental Taxes and interest or penalties that may
become payable by such Lender as a result of any such failure.  If any Lender receives a refund of any Taxes
for which it has received payment from the Borrowers under this
Section 3.5.2, such Lender shall promptly pay the amount to the Borrowers,
together with any interest thereon actually earned by such Lender.  Each Lender agrees that it will deliver to
the Parent and the Agent, upon the reasonable request of the Parent or the
Agent, either (i) a statement that it is incorporated under the laws of
the United States or a state thereof, or (ii) if it is not so incorporated,
two duly completed copies of the applicable United States Internal Revenue
Service forms, certifying that such Lender is entitled to receive payments
under this Agreement without deduction or withholding of any United States
federal income taxes.


 


3.5.3                        Capital
Adequacy.  If any Lender determines
that the adoption or becoming effective of, or any change in, or any change by
any central bank or other Governmental Authority in the interpretation or
administration of any Legal Requirement regarding capital adequacy of banks or
bank holding companies, or the compliance by such Lender or its parent
corporation, with any request or directive regarding capital adequacy (whether
or not having the force of law) of any such central bank or Governmental Authority,
has or would have the effect of reducing the rate of return on the capital of
such Lender and its Affiliates as a consequence of such Lender’s commitment to
make the extensions of credit contemplated hereby, or such Lender’s maintenance
of the extensions of credit contemplated hereby, to a level below that which
such Lender could have achieved but for such compliance (taking into
consideration the policies of such Lender and its Affiliates with respect to
capital adequacy immediately before such compliance and assuming that the
capital of such Lender and its Affiliates was fully utilized prior to such
compliance) by an amount deemed by such Lender to be material, then such Lender
may claim compensation from the Borrowers under Section 3.5.5.


 


3.5.4                        Regulatory
Change.  If any Lender determines
that (a) any change in any Legal Requirement (including any new Legal
Requirement) after the date hereof will directly or indirectly (i) reduce
the amount of any sum receivable by such Lender with respect to the Loans or
the Letters of Credit or the return to be earned by such Lender on the Loans or
the Letters of Credit, (ii)  impose a cost on such Lender or any Affiliate
of such Lender that is attributable to the making or maintaining of, or such
Lender’s commitment to make, its portion of the Loans or the Letters of Credit,
or (iii) require any Lender or any Affiliate of such Lender to make any
payment on, or calculated by 


 


32

















 


reference to, the gross
amount of any amount received by such Lender under any Credit Document (other
than Taxes or income or franchise taxes), and (b) such increased cost or
payment will not be fully compensated for by an adjustment in the Applicable
Rate or the Letter of Credit fees, then such Lender may claim compensation from
the Borrowers under Section 3.5.5.


 


3.5.5                        Compensation
Claim.  Within 15 days after the
receipt by the Parent of a certificate from any Lender setting forth why it is
claiming compensation under Section 3.5 and computations (in reasonable
detail) of the amount thereof and a description of such Lender’s efforts to
mitigate such amounts as required by Section 3.5.6, the Borrowers will pay
to such Lender such additional amounts as such Lender sets forth in such certificate
as sufficient fully to compensate it on account of the foregoing provisions of
Section 3.5 together with interest on such amount from the 15th day after
receipt of such certificate until payment in full thereof at the Base Rate.  The determination by such Lender of the
amount to be paid to it and the basis for computation will, in the absence of
manifest error, be conclusive.  In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.  The Borrowers will
be entitled to replace any such Lender in accordance with Section 3.5.7.


 


3.5.6                        Mitigation.  Each Lender will take such commercially
reasonable steps as it may determine are not materially disadvantageous to it,
including changing lending offices to the extent feasible, in order to reduce
amounts otherwise payable by the Borrowers to such Lender pursuant to
Sections 3.2.4 and 3.5 or to make LIBOR Pricing Options available under
Sections 3.2.1 and 3.2.5.  In
addition, the Borrowers will not be responsible for costs (a) under
Section 3.5, arising more than 90 days prior to receipt by the Parent of
the certificate from the affected Lender pursuant to Section 3.5.5 or
(b) under Section 3.2.4, arising from the termination of LIBOR
Pricing Options more than 90 days prior to the demand by the Agent for payment
under Section 3.2.4.


 


3.5.7                        Replacement
of Lenders.  On each occasion that a
Lender either makes a demand for compensation pursuant to Section 3.5.5 in
an amount in excess of the amount that the Borrowers would have had to pay
pursuant to such Section if such Lender’s Commitment were held by Wells Fargo
or is unable to fund or maintain LIBOR Loans pursuant to Section 3.2.1,
the Borrowers may, upon at least 10 Banking Days’ prior written notice to each
of such Lender and the Agent, in whole permanently replace the Commitment of
such Lender; provided, however, that the Borrowers will replace
such Commitment with the commitment of a commercial bank which is reasonably
satisfactory to the remaining Lenders (a “Replacement Lender”).  Such Replacement Lender will upon the
effective date of replacement purchase the Credit Obligations owed to such
replaced Lender for the aggregate amount thereof and will thereupon for all
purposes become a “Lender” hereunder. 
Such notice from the Borrowers will specify an effective date for the
replacement of such Lender’s Commitment, which date will not be earlier than
the tenth day after the day such notice is given.  On the effective date of any replacement of such Lender’s
Commitment pursuant to this Section 3.5.7, the Borrowers will pay to the
Agent for the account of such Lender (i) any amounts due to such Lender to
the date of such replacement, (ii) accrued interest on the principal
amount of outstanding Base Rate Loans and LIBOR Loans made by such Lender to
the date of such 


 


33

















 


replacement, and
(iii) the amounts payable to such Lender pursuant to Sections 3.2.4
and 3.5, as applicable.  The Borrowers
will be liable to such replaced Lender for costs that such Lender may sustain
or incur pursuant to Section 3.5.2 as a direct consequence of repayment of
such Lender’s Percentage Interest of the aggregate principal amount of the
Loans.  Upon the effective date of
repayment of any Lender’s Commitment pursuant to this Section 3.5.7, such
Lender will cease to be a “Lender” hereunder. 
No such termination of any such Lender’s Commitment and the purchase of
such Lender’s Percentage Interest of the aggregate principal amount of the
Loans pursuant to this Section 3.5.7 will affect (x) any liability or
obligation of the Borrowers or any other Lender to such terminated Lender which
accrued on or prior to the date of such termination, or (y) such
terminated Lender’s rights hereunder in respect of any such liability or
obligation.


 


3.6                                 European Monetary Union.


 


3.6.1                        Euro.  If (i) any Foreign Currency ceases to
be lawful currency of the state issuing the same and is replaced by Euros or
(ii) any Foreign Currency and Euros are at the same time both recognized
by the central bank or comparable Governmental Authority of the state issuing
such currency as lawful currency of such state, then any amount payable
hereunder by any party (including the funding of a Multicurrency LIBOR Loan) in
such Foreign Currency shall instead be payable in Euros and the amount so
payable shall be determined by redenominating or converting such amount into
Euros; provided, that to the extent any EMU Legislation provides that an
amount denominated either in Euros or in the applicable Foreign Currency can be
paid either in Euros or in the applicable Foreign Currency, each party to this
Agreement shall be entitled to pay or repay such amount in Euros or in the
applicable Foreign Currency.


 


3.6.2                        Increased
Cost or Reduction in Return.  The
Borrowers shall, at the request of the Agent, pay to the Agent for the account
of each Lender the amount of any cost or increased cost incurred by, or of any
reduction in any amount payable to or in the effective return on its capital
to, or of interest or other return foregone by, such Lender or any holding
company of such Lender as a result of the introduction of, changeover to or
operation of Euros in any applicable state to the extent reasonably
attributable to such Lender’s obligations hereunder or for the credit which is
the subject matter hereof; provided, however, that such Lender
shall promptly notify the Borrowers of an event which might cause it to seek
compensation.  Each Lender that
determines to seek compensation under this Section shall notify the Borrowers
and the Agent of the circumstances that entitle the Lender to such compensation
pursuant to this Section by issuing a certificate setting forth (a) the
amount or amounts necessary to compensate such Lender, (b) describing the
nature of the cost or reduction incurred by such Lender as a consequence
thereof and (c) setting forth a reasonably detailed explanation of the
calculation thereof; and this certificate shall be conclusive absent manifest
error.  In determining such amount, such
Lender may use any reasonable averaging and attribution methods.  The Borrowers shall pay to such Lender or
the Agent for credit to the account of the Lender, the amount shown as due on
any such certificate within 10 days after receipt thereof.  The protection of this Section shall be
available to each Lender regardless of any possible contention of the
invalidity or inapplicability of any law, 


 


34

















 


regulation or other
condition which shall give rise to any demand by such Lender for compensation.


 


3.6.3                        Delay.  With respect to the payment of any amount
denominated in Euros or in any Foreign Currency, the Agent shall not be liable
to the Borrowers or any of the Lenders in any way whatsoever for any delay, or
the consequences of any delay, in the crediting to any account of any amount
required by this Agreement to be paid by the Agent if the Agent shall have
taken all relevant steps to achieve, on the date required by this Agreement,
the payment of such amount in immediately available, freely transferable,
cleared funds (in the Euro Unit or, as the case may be, in any Foreign
Currency) to the appropriate account or party. 
In this paragraph, “all relevant steps” mean all such steps as may be
prescribed from time to time by the regulations or operating procedures of such
clearing or settlement system as the Agent may from time to time determine for
the purpose of clearing or settling payments of Euros.


 


3.6.4                        Inconsistent
Convention or Practice.  If the
basis of accrual of interest or fees expressed in this Agreement with respect
to the currency of any state that becomes a Euro Member shall be inconsistent
with any convention or practice in the London interbank market for the basis of
accrual of interest or fees in respect of Euros, such convention or practice
shall replace such expressed basis effective as of and from the date on which
such state becomes a Euro Member; provided, that if any Multicurrency
LIBOR Loan in the currency of such state is outstanding immediately prior to
such date, such replacement shall take effect, with respect to such
Multicurrency LIBOR Loan, at the end of the then current Interest Period.


 


3.6.5                        Amendment
Regarding Changes in Currency.  In
addition, the Borrowers and the Agent shall enter into negotiations in good
faith, if and to the extent necessary, to amend this Agreement to reflect
changes in currency resulting from the implementation of the EMU and to put the
Lenders and the Borrowers in the same position, so far as possible, that they
would have been in if such implementation and change had not occurred.  The parties hereto acknowledge and agree
that if, within sixty (60) days of the commencement of such negotiations, the
Borrowers and the Agent fail to reach agreement regarding any such amendments,
then the provisions of this Section 3.6 shall be deemed operative and,
until such an agreement is reached, the obligations of the Lenders to make
Multicurrency LIBOR Loans in Euros or any other Foreign Currency issued by a
Euro Member shall be suspended.  Except
as provided in the foregoing provisions of this Section, no such implementation
or change in currency nor any economic consequences resulting therefrom shall
(a) give rise to any right to terminate prematurely, contest, cancel,
rescind, alter, modify or renegotiate the provisions of this Agreement or
(b) discharge, excuse or otherwise affect the performance of any
obligations of the Borrowers under this Agreement, any Notes or any other
Credit Documents.


 


4.                                       Payment.


 


4.1                                 Payment at Maturity.  On the Final Maturity Date or any
accelerated maturity of the Loans, the Borrowers will pay to the Agent for the
account of the Lenders an amount equal to 


 


35

















 


the aggregate outstanding principal amount of the Loans then due,
together with all accrued and unpaid interest and fees with respect thereto and
all other Credit Obligations then outstanding.


 


4.2                                 Voluntary Payments.


 


4.2.1                        Voluntary
Permanent Reduction or Termination. 
The Borrowers may, through an Authorized Representative and upon at
least five Banking Days’ prior written notice to the Agent, terminate in whole
or permanently reduce in part, as of the date specified in the notice, any then
unused portion of the Total Commitment, provided that each partial
reduction shall be in the minimum principal amount of $2,000,000 (and an
integral multiple of $500,000).  Any
partial reduction shall ratably reduce each Lender’s Commitment.


 


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
$2,000,000 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 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 at least one Banking Day prior notice of the Borrowers’ intention to
prepay a Base Rate Loan and at least three Banking Days prior notice of its
intention to prepay a LIBOR Loan, 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.


 


4.3                                 Mandatory Prepayments.  If at any time the aggregate outstanding
principal amount of all Revolving Credit Loans, plus the aggregate
outstanding principal amount of all Swing Line Loans, plus the Letter of
Credit Exposure exceeds the Maximum Amount of Credit, the Borrowers shall
immediately make a principal payment to the Agent for the account of the
Lenders in an amount sufficient to reduce the aggregate outstanding principal
amount of all Revolving Credit Loans, plus the aggregate outstanding
principal amount of all Swing Line Loans, plus the Letter of Credit
Exposure to less than or equal to the Maximum Amount of Credit.  If at any time the aggregate outstanding
Converted Principal Amount of the Multicurrency LIBOR Loans exceeds
$10,000,000, the Borrowers shall immediately make a principal payment to the
Agent for the account of the Lenders, in the applicable Foreign Currency, in an
amount sufficient to reduce the Multicurrency LIBOR Loans to less than or equal
to $10,000,000.  If at any time the
aggregate outstanding principal amount of the Swing Line Loans exceeds the
$10,000,000, the Borrowers shall immediately make a principal payment to the
Agent for the account of the Lenders in an amount sufficient to reduce the
Swing Line Loans to less than or equal to $10,000,000.


 


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 Issuing Bank an amount of cash; or


 


36

















 


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


 


(c)                                  deliver
to the Issuing Bank such other collateral as is acceptable to the Issuing Bank
and the Required Lenders;


 


in
each case in an amount equal to the Letter of Credit Exposure at such
date.  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 Issuing Bank to the
Borrowers only when, and to the extent that, the amount of such cash held by
the Issuing Bank exceeds the Letter of Credit Exposure at such time and all
other Credit Obligations have been paid in full.


 


4.5                                 Reborrowing; Application of
Payments, Etc.


 


4.5.1                        Reborrowing.  The amounts of the Revolving Credit Loans or
Swing Line Loans prepaid pursuant to Section 4.2.2 may be reborrowed from
time to time prior to the Final Maturity Date in accordance with
Section 2, subject to the limits set forth therein.


 


4.5.2                        Order
of Application.  Any prepayment of
the Revolving Credit Loans or the Swing Line Loans will be applied first to the
outstanding principal balance of the Revolving Credit Loans or Swing Line Loans
not then subject to LIBOR Pricing Options, then the balance of any such
prepayment will be applied to the outstanding principal balance of the
Revolving Credit Loans then subject to LIBOR Pricing Options, in the
chronological order of the respective maturities thereof (or as an Authorized
Representative may otherwise specify in writing), together with any payments
required by Section 3.2.4.  Any
such prepayment must be accompanied by accrued and unpaid interest on the
amount prepaid.


 


4.5.3                        Principal
Payments.  All payments of principal
hereunder will be made to the Agent at the Denver Office for the account of the
Lenders, in the applicable Foreign Currency, in the case of Multicurrency LIBOR
Loans, or in United States Dollars, in the case of Base Rate Loans and Dollar
LIBOR Loans, in same day or immediately available funds not later than 12:00
noon (Denver time) on the date due; provided, however, that at
the request of the Agent, payments of principal on Multicurrency LIBOR Loans
will be made in the applicable Foreign Currency in immediately available funds
to such account at such bank as the Agent may designate to the Parent from time
to time, no later than 12:00 noon local time in the place where such bank is
located on the due date.


 


4.6                                 Sharing of Payments, Etc.  If any Lender obtains at any time any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) (a) on account of Credit Obligations due and
payable to such Lender hereunder and under the Revolving Credit Notes at such
time in excess of its ratable share (according to the proportion of
(i) the amount of such Credit Obligations due and payable to such Lender
at such time to (ii) the aggregate amount of the Credit Obligations due
and payable to all Lenders hereunder and under the Revolving Credit Notes at
such time) of payments on account of the Credit Obligations due and payable to
all Lenders hereunder and under the Revolving Credit Notes at such time 


 


37

















 


obtained by all the
Lenders at such time or (b) on account of Credit Obligations owing (but
not due and payable) to such Lender hereunder and under the Revolving Credit
Notes at such time in excess of its ratable share (according to the proportion
of (i) the amount of such Credit Obligations owing (but not due and
payable) to such Lender at such time to (ii) the aggregate amount of the
Credit Obligations owing (but not due and payable) to all Lenders hereunder and
under the Revolving Credit Notes at such time) of payments on account of the
Credit Obligations owing (but not due and payable) to all Lenders hereunder and
under the Revolving Credit Notes at such time obtained by all of the Lenders at
such time, such Lender will forthwith purchase from the other Lenders such
participations in the Credit Obligations due and payable or owing (but not due
and payable) to them, as the case may be, as will be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each other Lender
will be rescinded and each such other Lender will repay to the purchasing
Lender the purchase price to the extent of such Lender’s ratable share
(according to the proportion of (i) the purchase price paid to such Lender
to (ii) the aggregate purchase price paid to all Lenders) of such recovery
together with an amount equal to such Lender’s ratable share (according to the
proportion of (i) the amount of such other Lender’s required repayment to
(ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect of
the total amount so recovered.  The
Borrowers agree that any Lender so purchasing a participation from another
Lender pursuant to this Section 4.6 may, to the fullest extent permitted
by law, exercise all of its rights of payment (including the right of set-off)
with respect to such participation as fully as if such Lender were the direct
creditor of the Borrowers in the amount of such participation.


 


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, 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, and, in all
events, the principal amounts owing by the Borrowers in respect of the Notes
shall be the aggregate amount of all Loans made by the Lenders less all
payments of principal thereof made by the Borrowers.


 


5.                                       Appointment of the Parent;
Authorized Representatives.


 


In order to facilitate and ensure prompt and accurate
communication between the Borrowers and the Lenders, the Borrowers hereby
appoint the Parent as the Borrowers’ agent for purposes of communicating to and
receiving communications from the Agent and the Lenders.  On the Initial Closing Date, and from time
to time subsequent thereto at the Parent’s option, the Parent will deliver to
the Agent a written notice in the form of Exhibit 5, which
designates by name each Authorized Representative and includes each of their
respective specimen signatures (each, a “Notice of Authorized
Representatives”).  The Agent will
be entitled to rely conclusively on the authority of each officer or employee
designated as an Authorized Representative in the most current Notice of
Authorized Representatives delivered by the Parent to request borrowings and
select interest rate options hereunder, and to give to the Agent such other
notices as are specified herein as being made through an Authorized
Representative, until 


 


38

















 


such time as the Parent has delivered to the Agent,
and the Agent has actual receipt of, a new written Notice of Authorized
Representatives.  The Agent will have no
duty or obligation to the Borrowers to verify the authenticity of any signature
appearing on any written notice from an Authorized Representative or to verify
the authenticity of any Person purporting to be an Authorized Representative
giving any telephone notice permitted hereby.


 


6.                                       Subsidiary Co-Borrowers and
Guarantees.


 


If a Subsidiary becomes a Material Subsidiary, the
Parent shall, within thirty days after such event, (a) cause such Material
Subsidiary to execute and deliver to the Agent and the Lenders such further
agreements, documents and instruments, including a Revolving Credit Note, a
Swing Line Note, a counterpart signature page to this Agreement and each other
Credit Document, and do or cause to be done such further acts as may reasonably
be necessary or proper to cause such Material Subsidiary to become a Borrower
hereunder or (b) cause such Material Subsidiary to execute and deliver a
guarantee of all of the Borrowers’ obligations under the Credit Documents
pursuant to a Subsidiary Guarantee substantially identical to the form of
Subsidiary Guarantee attached as Exhibit 6.


 


7.                                       Relationship Among Borrowers.


 


7.1                                 JOINT AND SEVERAL LIABILITY.  EACH BORROWER AGREES THAT IT IS LIABLE,
JOINTLY AND SEVERALLY WITH EACH OTHER BORROWER, FOR THE PAYMENT OF ALL
OBLIGATIONS OF THE BORROWERS UNDER THIS AGREEMENT (INCLUDING THE CREDIT OBLIGATIONS),
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.


 


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 the
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.


 


7.3                                 Other Transactions.  The Lenders and the Agent are expressly
authorized to exchange, surrender or release with or without consideration any
or all collateral and security which may at any time be placed with it by the
Borrowers or by any other Person on behalf of the Borrowers, or to forward or
deliver any or all such collateral and security directly to the 


 


39

















 


Borrowers for collection
and remittance or for credit.  No
invalidity, irregularity or unenforceability of any security for the Credit
Obligations or other recourse with respect thereto shall affect, impair or be a
defense to the Borrowers’ obligations under this Agreement. The liabilities of
each Borrower hereunder shall not be affected or impaired by any failure,
delay, neglect or omission on the part of any Lender or the Agent to realize
upon any of the Credit Obligations of any other Borrower to the Lenders or the
Agent, or upon any collateral or security for any or all of the  Credit Obligations, nor by the taking by any
Lender or the Agent of (or the failure to take) any guaranty or guaranties to
secure the Credit Obligations, nor by the taking by any Lender or the Agent of
(or the failure to take or the failure to perfect its security interest in or
other lien on) collateral or security of any kind.  No act or omission of any Lender or the Agent, whether or not
such action or failure to act varies or increases the risk of, or affects the
rights or remedies of a Borrower, shall affect or impair the obligations of the
Borrowers hereunder.


 


7.4                                 Actions Not Required.  Each Borrower, to the extent permitted by
applicable law, hereby waives any and all right to cause a marshaling of the
assets of any other Borrower or any other action by any court or other
governmental body with respect thereto or to cause any Lender or the Agent to
proceed against any security for the Credit Obligations or any other recourse
which any Lender or the Agent may have with respect thereto and further waives
any and all requirements that any Lender or the Agent institute any action or
proceeding at law or in equity, or obtain any judgment, against any other
Borrower or any other Person, or with respect to any collateral security for
the Credit Obligations, as a condition precedent to making demand on or  bringing an action or obtaining and/or
enforcing a judgment against, such Borrower under this Agreement.


 


7.5                                 No Subrogation. 
Notwithstanding any payment or payments made by any Borrower hereunder
or any setoff or application of funds of any Borrower by any Lender or the
Agent, such Borrower shall not be entitled to exercise any rights to be
subrogated to any of the rights of any Lender or the Agent against any other
Borrower, any Guarantor or any other guarantor or any collateral security or
guaranty or right of offset held by any Lender or the Agent for the payment of
the Credit Obligations, nor shall such Borrower seek or be entitled to seek any
contribution or reimbursement from any other Borrower or any other guarantor in
respect of payments made by such Borrower hereunder, until all amounts owing to
the Lenders and the Agent by the Borrowers on account of the Credit Obligations
are irrevocably paid in full.  If any
amount shall be paid to a Borrower on account of such subrogation rights at any
time when all of the Credit Obligations shall not have been irrevocably paid in
full, such amount shall be held by that Borrower in trust for the Lenders and
the Agent, segregated from other funds of that Borrower, and shall, forthwith
upon receipt by the Borrower, be turned over to the Agent in the exact form
received by the Borrower (duly indorsed by the Borrower to the Agent, if
required), to be applied against the Credit Obligations, whether matured or
unmatured, in such order as the Agent may determine.


 


7.6                                 Application of Payments.  Except as provided in Section 4.5.2.  Any and all payments upon the Credit
Obligations made by the Borrowers or by any other Person, and/or the proceeds
of any or all collateral or security for any of the Credit Obligations, may be
applied by the Lenders on such items of the Credit Obligations as the Lenders
may elect.


 


40

















 


7.7                                 Recovery of Payment.  If any payment received by the Lenders or
the Agent and applied to the Credit Obligations is subsequently set aside,
recovered, rescinded or required to be returned for any reason (including,
without limitation, the bankruptcy, insolvency or reorganization of a Borrower
or any other obligor), the Credit Obligations to which such payment was applied
shall, to the extent permitted by applicable law, be deemed to have continued
in existence, notwithstanding such application, and each Borrower shall be
jointly and severally liable for such Credit Obligations as fully as if such
application had never been made. 
References in this Agreement to amounts “irrevocably paid” or to
“irrevocable payment” refer to payments that cannot be set aside, recovered,
rescinded or required to be returned for any reason.


 


7.8                                 Borrowers’ Financial Condition.  Each Borrower is familiar with the financial
condition of the other Borrowers, and each Borrower has executed and delivered
this Agreement based on that Borrower’s own judgment and not in reliance upon
any statement or representation of the Lenders or the Agent.  The Lenders and the Agent shall have no
obligation to provide any Borrower with any advice whatsoever or to inform any
Borrower at any time of the Lender’s actions, evaluations or conclusions on the
financial condition or any other matter concerning the Borrowers.


 


7.9                                 Bankruptcy of the Borrowers.  Each Borrower expressly agrees that, to the
extent permitted by applicable law, the liabilities and obligations of that
Borrower under this Agreement shall not in any way be impaired or otherwise
affected by the institution by or against any other Borrower or any other
Person of any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or any other similar proceedings for relief under any
bankruptcy law or similar law for the relief of debtors and that any discharge
of any of the Credit Obligations pursuant to any such bankruptcy or similar law
or other law shall not diminish, discharge or otherwise affect in any way the
obligations of that Borrower under this Agreement, and that upon the institution
of any of the above actions, such obligations shall be enforceable against that
Borrower.


 


7.10                           Limitation; Insolvency Laws.  As used in this Section 7.10: (a) the term “Applicable
Insolvency Laws” means the laws of the United States or of any state,
province, nation or other governmental unit relating to bankruptcy,
reorganization, arrangement, adjustment of debts, relief of debtors,
dissolution, insolvency, fraudulent transfers or conveyances or other similar
laws (including, without limitation, 11 U. S. C. §547, §548, §550 and other
“avoidance” provisions of Title 11 of the United Stated Code) as applicable in
any proceeding in which the validity and/or enforceability of this Agreement
against any Borrower, or any Specified Lien is in issue; and (b) “Specified
Lien” means any security interest, mortgage, lien or encumbrance granted by
any Borrower securing the Credit Obligations, in whole or in part.  Notwithstanding any other provision of this
Agreement, if, in any proceeding, a court of competent jurisdiction determines
that with respect to any Borrower, this Agreement or any Specified Lien would,
but for the operation of this Section, be subject to avoidance and/or recovery
or be unenforceable by reason of Applicable Insolvency Laws, this Agreement and
each such Specified Lien shall be valid and enforceable against such Borrower,
only to the maximum extent that would not cause this Agreement or such
Specified Lien to be subject to avoidance, recovery or unenforceability.  To the extent that any payment to, or
realization by, the Lenders or the Agent on the Credit Obligations exceeds the
limitations of this Section and is otherwise subject to avoidance and recovery
in any such proceeding, the amount subject to avoidance shall 


 


41

















 


in all events be limited
to the amount by which such actual payment or realization exceeds such
limitation, and this Agreement as limited shall in all events remain in full
force and effect and be fully enforceable against such Borrower.  This Section is intended solely to reserve
the rights of the Lenders and the Agent hereunder against each Borrower, in
such proceeding to the maximum extent permitted by Applicable Insolvency Laws
and neither the Borrowers, any Guarantor or any other guarantor of the Credit
Obligations nor any other Person shall have any right, claim or defense under
this Section that would not otherwise be available under Applicable Insolvency
Laws in such proceeding.


 


8.                                       Conditions to Extending Credit.


 


8.1                                 Conditions on Initial Closing Date.  The obligations of the Lenders to make any
extension of credit pursuant to Section 2 shall be subject to the
satisfaction, on or before the Initial Closing Date, of the conditions set
forth in this Section 8.1, as well as the further conditions in
Section 8.2.


 


8.1.1                        Executed
Credit Documents.  The Borrowers
shall have duly executed and delivered to the Agent (i) this Agreement,
(ii) a Revolving Credit Note for each Lender, (iii) a Swing Line Note
for the Swing Line Lender, and (iv) all other Credit Documents, each in
form and substance reasonably acceptable to the Agent.


 


8.1.2                        Legal
Opinion.  On the Initial Closing
Date, the Lenders shall have received from counsel for the Borrowers, counsel’s
opinion with respect to the transactions contemplated by the Credit Documents,
which opinion shall be in form and substance satisfactory to the Agent.


 


8.1.3                        Subsidiary
Guarantees.  Each Material
Subsidiary, other than a Borrower, shall have duly authorized, executed and
delivered to the Agent a Subsidiary Guarantee in substantially the form of Exhibit 6.


 


8.1.4                        Due
Diligence.  The Agent shall be
reasonably satisfied with the results of its due diligence review of the
Borrowers and each of the Obligors, including three year financial projections
and corporate legal structure.


 


8.1.5                        Financial
Statements.  Each of the Lenders
shall have received the Parent’s Consolidated financial statements for the
quarter ending March 31, 2003, certified by a Financial Officer, and each
of the Lenders shall be reasonably satisfied with the results and financial
condition shown in such financial statements.


 


8.1.6                        Proper
Proceedings.  This Agreement, each
other Credit Document and the transactions contemplated hereby and thereby
shall have been authorized by all necessary corporate or other
proceedings.  All necessary consents,
approvals and authorizations of any Governmental Authority or administrative
agency or any other Person of the transactions contemplated hereby or by any
other Credit Document shall have been obtained and shall be in full force and
effect.


 


8.1.7                        General.  All legal and corporate proceedings in
connection with the transactions contemplated by this Agreement shall be
satisfactory in form and substance 


 


42

















 


to the Agent and the
Agent shall have received copies of all documents, including certified copies
of the Charter and Bylaws of each Obligor, records of corporate proceedings,
certificates as to signatures and incumbency of officers and opinions of
counsel, which the Agent may have reasonably requested in connection therewith,
such documents where appropriate to be certified by proper corporate or
Governmental Authorities.


 


8.1.8                        Payment
of Fees.  Payment of the fees to the
Agent and the Lenders due in accordance with Section 3.3 and the terms of the
Fee Letter through the Initial Closing Date and expenses incurred by the Agent
and the Lenders through such date and required to be paid by the Borrowers
under Section 12, including all legal expenses incurred through the date
hereof.


 


8.2                                 Conditions to Each Extension of
Credit.  The obligations of the
Lenders to make any extension of credit pursuant to Section 2 shall be
subject to the satisfaction, on or before the Closing Date for such extension
of credit, of the following conditions:


 


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, 2002; and the Parent shall
have furnished 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 or a Swing Line Loan is requested, and in substantially the form of Exhibit 2.4.2
and Exhibit 8.2.1 if a Letter of Credit is requested, in each case
signed by a Financial Officer.


 


8.2.2                        Legality,
Etc.  The making of the requested
extension of credit shall not (a) subject any Lender to any penalty or
special tax (other than a Tax for which the Borrowers are required to reimburse
the Lenders under Section 3.5.2), or (b) be prohibited by any Legal
Requirement.


 


9.                                       Covenants. 
The Borrowers covenant that, until all of the Credit Obligations have
been paid in full and until the Lenders’ commitments to extend credit under
this Agreement and any other Credit Document have been irrevocably terminated,
the Borrowers will comply with the following provisions:


 


9.1                                 Conduct of Business, Etc.


 


9.1.1                        Types
of Business.  Each Borrower and its
Subsidiaries will engage only in the types of business activities in which the
Borrowers and their Subsidiaries engage as of the date of this Agreement.


 


9.1.2                        Statutory
Compliance.  Each Borrower will, and
will cause its Subsidiaries to, comply in all material respects with all valid
and applicable statutes, laws, ordinances, zoning and building codes and other
rules and regulations of the United States, of the 


 


43

















 


states and territories
thereof and their counties, municipalities and other subdivisions and of any
foreign country or other jurisdictions applicable to such Person, unless
failure to comply would not have a Material Adverse Effect.


 


9.2                                 Insurance. 
Each Borrower will maintain with financially sound and reputable
insurers insurance against liability for hazards, risks and liability to
persons and property, including product liability and environmental risk
insurance, to the extent, in amounts and with deductibles at least as favorable
as those generally maintained by businesses of similar size engaged in similar
activities; provided, however, that it may effect workers’
compensation insurance or similar insurance with respect to operations in any
particular state or other jurisdiction through an insurance fund operated by
such state or jurisdiction or by meeting the self-insurance requirements of
such state or jurisdiction, and will cause each Subsidiary to maintain such
insurance unless the Subsidiary’s failure to maintain the insurance would not
have a Material Adverse Effect.


 


9.3                                 Financial Statements and Other
Reporting.


 


9.3.1                        Date of
Annual Financial Statements.  The
annual Consolidated financial statements of the Parent will be dated as of
December 31 in each year.


 


9.3.2                        Annual
Financial Statements.  The Parent
will furnish to the Lenders as soon as available, and in any event within 105
days after the end of each fiscal year, the Consolidated balance sheets and
statements of income, retained earnings and cash flow of the Parent as at the
end of such fiscal year (in reasonable detail), setting forth in comparative
form the corresponding figures for the previous fiscal year (provided
that so long as the Parent is a reporting company under the Securities Exchange
Act of 1934, as amended, it may satisfy this requirement by furnishing to the
Lenders copies of its Annual Report on Form 10-K or successor form and all
exhibits thereto), accompanied by:


 


(a)                                  Reports
of KPMG LLP (or, if they cease to be auditors of the Parent and its
Subsidiaries, other independent certified public accountants of recognized
national standing reasonably satisfactory to the Required Lenders) (the “Auditors”)
stating that such financial statements have been prepared in accordance with
GAAP and fairly present the Consolidated financial position and results of
operations of the Parent as at the end of and for such fiscal year, and without
an explanatory paragraph for a going concern uncertainty, together with
(i) a certificate of the Auditors to the Lenders stating that in the
course of the regular audit of the business of the Parent and its Subsidiaries,
which audit was conducted by such Auditors in accordance with generally accepted
auditing standards, such Auditors obtained no knowledge that a Default has
occurred and is continuing, or if, in the opinion of such Auditors, a Default
has occurred and is continuing, a statement as to the nature thereof, and
(ii) a schedule in form satisfactory to the Agent of the computations used
by such Auditors in determining, as of the end of such fiscal year, compliance
with the covenants contained in Sections 9.4, 9.5, and 9.6.


 


(b)                                 A
certificate of the Parent, in substantially the form of Exhibit 9.3.2,
signed by a Financial Officer to the effect that the Financial Officer has
caused this 


 


44

















 


Agreement to be reviewed
and has no knowledge of any Default, or if such Financial Officer has such knowledge,
specifying such Default and the nature thereof, and what action the Borrowers
have taken, are taking or propose to take with respect thereto, together with a
schedule, in form satisfactory to the Agent, of the computations used by the
Parent in determining compliance with the covenants contained in
Sections 9.4, 9.5, and 9.6.


 


9.3.3                        Quarterly
Financial Statements.  The Parent
will furnish to the Lenders as soon as available and, in any event, within 55
days after the end of each of the first three fiscal quarters of the Parent,
the internally prepared Consolidated balance sheets and statements of income,
retained earnings and cash flow of the Parent as of the end of such fiscal
quarter, all in comparative form (provided that so long as the Parent is
a reporting company under the Securities Exchange Act of 1934, as amended, it
may satisfy this requirement by furnishing to the Lenders copies of its
Quarterly Reports on Form 10-Q or successor form and all exhibits
thereto), accompanied by a certificate of the Parent signed by a Financial
Officer stating that such financial statements have been prepared in accordance
with GAAP (subject to normal year-end adjustments) applied on a basis
consistent with the Parent’s most recent audited financial statements and
fairly present the Consolidated financial position and results of operations of
the Parent as at the end of such quarter and that such Financial Officer has
caused this Agreement to be reviewed and has no knowledge of any Default, or if
such Financial Officer has such knowledge, specifying such Default and the
nature thereof and what action the Borrowers have taken, are taking or propose
to take with respect thereto, together with a schedule in form satisfactory to
the Agent, of the computations by the Parent in determining compliance with the
covenants contained in Sections 9.4, 9.5 and 9.6.


 


9.3.4                        Projections.  The Parent will furnish to the Lenders as
soon as available and, in any event within 105 days after the end of each
fiscal year of the Parent, projections of Consolidated financial statements for
the Parent for the next fiscal year, in a form and in sufficient detail
acceptable to the Agent.


 


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 $5,000,000, 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.


 


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 or
$23,000,000 Lease Documents promptly after execution thereof.


 


9.3.7                        Other
Information.  The Parent will
maintain accurate books, accounts and records of the financial affairs of the
Parent and its Subsidiaries sufficient to permit the 


 


45

















 


preparation of financial
statements therefrom in accordance with GAAP and will prepare all financial
statements required hereunder in accordance with GAAP and in compliance with
the regulations of any Governmental Authority having jurisdiction thereof.  The Parent will provide copies to the Agent,
promptly after the sending, making available or filing of all reports and
financial statements which the Parent sends or makes available to its
stockholders, and all registration statements and amendments thereto, and all
reports on Form 8-K or any similar form hereafter in use which the Parent files
with the Securities and Exchange Commission. 
From time to time at reasonable intervals upon the request of any
authorized officer of any Lender, each Borrower and its Subsidiaries will
furnish to the Agent such other information regarding the business, assets,
financial condition, income or prospects of the Borrowers and their
Subsidiaries as such officer may reasonably request, including copies of all tax
returns, licenses, agreements, leases and instruments to which any Borrower or
its Subsidiaries is a party.  The
Lenders’ authorized officers and representatives will have the right during
normal business hours upon reasonable notice and at reasonable intervals to
visit the principal executive office of any Borrower or its Subsidiaries, to
discuss the affairs, finances, and accounts of each Borrower and its
Subsidiaries with the respective officers and independent public accountants of
each Borrower and its Subsidiaries (and by this provision each Borrower and its
Subsidiaries authorize said accountants to discuss the affairs, finances and
accounts of such Borrower and its Subsidiaries), examine the books and records
of each Borrower and its Subsidiaries, to make copies and notes therefrom  for the purpose of ascertaining compliance
with or obtaining enforcement of this Agreement or any other Credit Document, provided
that if an Event of Default has occurred and is continuing, such visit and
inspection shall be at the expense of the Borrowers.


 


9.4                                 Consolidated Net Worth.  Consolidated Net Worth will at all times
exceed the sum of (a) $140,000,000, (b) 80% of Consolidated Net
Income for each fiscal quarter commencing with the fiscal quarter ending June
30, 2003, excluding any fiscal quarters in which Consolidated Net Income is
negative, and (c) 100% of all proceeds received in connection with the
issuance or sale by the Parent of the Parent’s equity securities.


 


9.5                                 Fixed Charge Coverage Ratio.  The Parent will maintain as of the last day
of each fiscal quarter a ratio of Adjusted EBITDAR divided by the sum of
Interest Expense plus Lease Expense plus Current Portion of Long Term Debt for
the four consecutive fiscal quarters ended as of such day of not less than 1.85
to 1.00.


 


9.6                                 Leverage Ratio.  The Parent will maintain as of the last day of each fiscal
quarter a ratio of Total Funded Debt divided by Adjusted EBITDA for the four
consecutive fiscal quarters ended as of such day of not more than 2.90 to 1.00.


 


9.7                                 Indebtedness. 
Neither any Borrower nor any of its Significant Subsidiaries will
create, incur, assume or otherwise become or remain liable with respect to any
Indebtedness (or become contractually committed do so), except the following:


 


9.7.1                        Indebtedness
in respect of the Credit Obligations;


 


46

















 


9.7.2                        Indebtedness
outstanding and lines of credit available on the date hereof and described in Exhibit 9.7,
and all renewals and extensions thereof not in excess of the amount thereof
outstanding as set forth on such Exhibit, together with all prepayment fees,
penalties and expenses in respect of such Indebtedness, immediately prior to
such renewal or extension;


 


9.7.3                        Key
Employee Notes;


 


9.7.4                        Contingent
Obligations with respect to 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;


 


9.7.5                        Intercompany
loans made by and between the Parent and its Subsidiaries in connection with
the internal cash management system maintained by the Parent and its
Subsidiaries substantially as in effect on the date of this Agreement, or
guarantees by the Parent of Indebtedness of Subsidiaries to the extent
necessary to support the normal operating activities of such Subsidiaries;


 


9.7.6                        Indebtedness
of the Parent resulting from the private placement of long-term senior
unsecured notes; provided, however, the Parent will be required
to provide to the Lenders satisfactory evidence that on a pro forma basis after
the issuance of the senior unsecured notes, no Default will exist and that the
Borrowers would remain in compliance with the covenants set forth in
Section 9.4, 9.5 and 9.6, upon the occurrence of an additional $1.00 of
Indebtedness;


 


9.7.7                        Indebtedness
in respect of accounts payable and accrued expenses incurred in the ordinary
course of business which in the aggregate would not have a Material Adverse
Effect;


 


9.7.8                        Indebtedness
arising from judgments that do not cause an Event of Default;


 


9.7.9                        Indebtedness
of any Subsidiary which becomes a Significant Subsidiary after the date of this
Agreement to the extent that such Indebtedness is outstanding or is available
under a line of credit as of the date such Subsidiary becomes a Significant
Subsidiary, and all renewals and extensions thereof not in excess of the amount
thereof outstanding, together with all prepayment fees, penalties and expenses
in respect of such Indebtedness, immediately prior to such renewal or
extension;


 


9.7.10                  Indebtedness
assumed in connection with Permitted Acquisitions to the extent permitted in
the definition of Permitted Acquisitions;


 


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


 


9.7.12                  Earnouts
incurred in connection with Permitted Acquisitions; and


 


47

















 


9.7.13                  Other
Indebtedness in an aggregate principal amount not in excess of $15,000,000.


 


9.8                                 Liens.  Neither
any Borrower nor any of its Significant Subsidiaries will create, incur or
enter into, or suffer to be created or incurred or to exist, any Lien that
secures Indebtedness or Taxes (or become contractually committed to do so),
except the following:


 


9.8.1                        Liens that
secure the Credit Obligations;


 


9.8.2                        Liens to
secure Taxes, assessments and other governmental charges, to the extent that
payment thereof will not at the time be required or will be contested in good
faith by appropriate proceedings with appropriate reserves being taken
thereafter;


 


9.8.3                        Liens
securing Indebtedness permitted by Sections 9.7.2, 9.7.9 and 9.7.11;


 


9.8.4                        Liens in
effect on the date hereof and described in the Parent’s Consolidated financial
statements for the quarter ending March 31, 2003, provided that no such Lien
shall extend to any property other than: (a) property subject to such Lien on
the date of this Agreement; (b) after-acquired property to the extent such Lien
includes a grant of a security interest in such after-acquired property; and
(c) products, proceeds, rents and profits of such property to the extent such
Lien includes a grant of a security interest in such products, proceeds rents
and profits;


 


9.8.5                        Liens in
respect of property imposed by law arising in the ordinary course of business
such as materialmen’s, mechanics, warehousemen’s, carrier, landlord’s and other
nonconsensual statutory Liens which are not yet due and payable or which are
being contested in good faith by appropriate proceedings for which adequate
reserves determined in accordance with GAAP have been established (and as to
which property subject to any such Lien is not yet subject to foreclosure, sale
or loss on account thereof);


 


9.8.6                        Pledges or
deposits made in the ordinary course of business to secure payment of workers
compensation insurance, unemployment insurance, pension or social security
programs;


 


9.8.7                        Easements,
rights of way, restrictions (including zoning restrictions, matters of plat,
minor defects or irregularities in title) and other similar charges or
encumbrances not, in any material respect, impairing the use of the encumbered
property for its intended purposes;


 


9.8.8                        Judgment
Liens that would not constitute an Event of Default;


 


9.8.9                        Liens
arising by virtue of any statutory or common law provisions relating to
banker’s liens, rights of setoff or similar rights as to deposit accounts or
other funds maintained with a creditor depository institution; and


 


9.8.10                  Liens assumed in
connection with Permitted Acquisitions to the extent permitted under the
definition of Permitted Acquisitions.


 


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9.9                                 Transactions with Affiliates.  No Borrower shall enter into, or permit any
Subsidiary to enter into, any transaction directly or indirectly with or for
any Affiliate of a Borrower (other than another Borrower or any Subsidiary)
except (a) on a basis no more favorable to such Affiliate than would be
obtained in a comparable arm’s length transaction with a Person not an Affiliate
of Borrower or (b) any transaction involving assets that are not material to
the business and operations of the Borrowers or the Subsidiaries involved in
such transaction.


 


9.10                           Environmental Laws.


 


9.10.1                  Compliance
with Law and Permits.  Each Borrower
will, and will cause its Subsidiaries to (unless a failure by the Subsidiary
would not have a Material Adverse Effect) use and operate all of its facilities
and properties in compliance with all Environmental Laws, keep all necessary
permits, approvals, certificates, licenses and other authorizations relating to
environmental matters in effect and remain in compliance therewith, and handle
all Hazardous Materials in compliance with all applicable Environmental Laws.


 


9.10.2                  Notice of
Claims, Etc.  Each Borrower will
immediately notify the Agent, and provide copies upon receipt, of all written
material claims, complaints, notices or inquiries from Governmental Authorities
relating to the condition of the facilities and properties of the Borrowers and
their Subsidiaries or compliance with Environmental Laws.  The Borrowers will promptly cure and have
dismissed with prejudice to the satisfaction of the Agent any actions and
proceedings relating to compliance with Environmental Laws by the Borrowers,
and the Borrowers will cause each Subsidiary to cure and have dismissed such
actions and proceedings relating to compliance with Environmental Laws by the
Subsidiaries unless the Borrower’s or the Subsidiary’s failure to cure and have
dismissed such actions and proceedings would not have a Material Adverse
Effect.


 


9.11                           Payment of Taxes, Etc.  Each Borrower will, and will cause each of
its Subsidiaries to (unless a failure by the Borrower or the Subsidiary would
not have a Material Adverse Effect), to file all tax returns required to be
filed in any jurisdiction and pay and discharge, before the same becomes
delinquent, (i) all Taxes, assessments and governmental charges or levies
imposed upon it or upon its property and (ii) all lawful claims that, if
unpaid, might by law become a Lien upon its property; provided, however,
that unless and until any Lien resulting therefrom attaches to its property and
becomes enforceable against its other creditors, no payment will be required if
such Tax, assessment, charge, levy or claim is being contested in good faith
and by proper proceedings for which adequate reserves determined in accordance
with GAAP have been established (and as to which property subject to any such
Lien is not yet subject to foreclosure, sale or loss on account thereof).


 


9.12                           Preservation of Existence, Etc.  Each Borrower will preserve and maintain,
and will cause each of its Subsidiaries to (unless a failure by the Borrower or
the Subsidiary would not have a Material Adverse Effect) preserve and maintain,
its existence, legal structure, state of incorporation, legal name, rights
(charter and statutory), permits, licenses, approvals, privileges and
franchises; provided, however, that (A) a Borrower and its
Subsidiaries may consummate any merger or consolidation permitted
Section 9.15, and (B) a Borrower and any of its 


 


49

















 


Subsidiaries may change its legal name so long as the Agent is given
prompt notice of such change, and such change will not otherwise have any
Material Adverse Effect.


 


9.13                           Compliance with Terms of Leaseholds.  Each Borrower will, and will cause each of
its Subsidiaries to, make all payments and otherwise perform all obligations in
respect of all leases of real property to which it is a party, keep such leases
in full force and effect and not allow such leases to lapse or be terminated or
any rights to renew such leases to be forfeited or canceled, notify the Agent
of any default by any party with respect to such leases, unless the failure to
do so would not have a Material Adverse Effect.


 


9.14                           Material Subsidiaries.  Within 30 days after the formation of any
Material Subsidiary or the date on which any Subsidiary otherwise first becomes
a Material Subsidiary, the Borrowers will cause such Subsidiary to execute and
deliver to the Agent a Subsidiary Guarantee (and if any Subsidiary that has
been a Material Subsidiary is no longer a Material Subsidiary for a period of
12 consecutive months and if no Event of Default has occurred and is continuing,
the Subsidiary Guarantee of such former Material Subsidiary will be
terminated).


 


9.15                           Mergers, Etc. 
The Borrowers will not merge into or consolidate with any Person or
permit any Person to merge into it, or consolidate, reorganize or recapitalize,
or permit any of their Significant Subsidiaries to do so, except in connection
with Permitted Acquisitions permitted under Section 9.17.6, in connection
with mergers among the Borrowers and their Subsidiaries provided that a
Borrower is the surviving entity, and in connection with mergers among
Subsidiaries of the Borrowers.


 


9.16                           Sales, Etc. of Assets.  The Borrowers will not sell, lease, allow a
securitization of, transfer or otherwise dispose of, or permit any Material
Subsidiary to sell, lease, allow a securitization of, transfer or otherwise
dispose of, any of its assets (including, without limitation, any capital stock
of any Subsidiary of a Borrower), or grant any option or other right to
purchase, lease or otherwise acquire any assets, except:


 


9.16.1                  Sales of
inventory in the ordinary course of its business or sales of contracts in the
ordinary course of business provided that gross revenues from those
contracts sold during any fiscal year are not greater than 5% of the aggregate
revenues of the Parent and its Subsidiaries for the preceding twelve month
period calculated on a Consolidated basis and determined in accordance with
GAAP;


 


9.16.2                  The sale or
other disposition of obsolete, worn out or materially damaged or defective
property or equipment in the ordinary course of business;


 


9.16.3                  Sale/leasebacks
of property (whether real or personal or mixed) with an aggregate fair market
value of up to $10,000,000;


 


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


 


9.16.5                  The non-recourse
sale of accounts receivable owed by the United States federal government to a
Borrower which are generated by or related to a capital project, 


 


50

















 


so long as such Borrower
does not incur any Contingent Obligations related to such sale and the terms
and conditions of such sale are reasonably acceptable to the Agent.


 


9.17                           Investments. 
The Borrowers will not make or hold, or permit any of their Significant
Subsidiaries to make or hold, any Investment in any Person other than:


 


9.17.1                  Investments in
another Obligor;


 


9.17.2                  Cash Equivalents
in the ordinary course of business pursuant to the Parent’s usual and customary
cash management policies and procedures;


 


9.17.3                  Investments
existing on the date hereof and described on Exhibit 9.17;


 


9.17.4                  Investments
permitted by Section 9.7;


 


9.17.5                  Investments in
the nature of joint ventures or Subsidiaries in the ordinary course of their
business and in a manner consistent with their past practices; and


 


9.17.6                  Permitted
Acquisitions with an aggregate cash purchase price of less than $50,000,000 in
any calendar year; provided that the Required Lenders will not
unreasonably withhold their consent to additional Permitted Acquisitions.


 


9.18                           Distributions, Etc.  No Borrower will purchase, redeem, retire,
defease or otherwise acquire for value any of its ownership interests or any
warrants, rights or options to acquire such ownership interests, now or
hereafter outstanding, return any capital to its stockholders, partners or
members, as such, declare or make any Distribution (including, without
limitation, any Distribution of cash or other assets, certificated or
uncertificated ownership interests, warrants, rights, options, obligations or
securities), or permit any of its Subsidiaries to make any Distributions or to
purchase, redeem, retire, defease or otherwise acquire for value any ownership
interests of a Borrower or any other Subsidiary of a Borrower or any warrants,
rights or options to acquire such ownership interests; provided, however,
that (i) any Subsidiary of a Borrower may make a Distribution to such
Borrower; (ii)any Subsidiary may make a Distribution to its stockholders,
members, partners and other equity holders on a pro rata basis; (iii) the
Parent may repurchase its common stock in accordance with the stock repurchase
provisions set forth in the Parent’s Bylaws as those Bylaws are in effect as of
the date of this Agreement; and (iv) the Parent may repurchase its common
stock on the internal market to balance the supply and demand for common stock
between buyers and sellers.


 


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 $20,000,000.


 


51

















 


9.20                           Charter and Bylaws Amendments;
Resolutions.  No Borrower
will amend, or permit any of its Subsidiaries to amend, its Charter or Bylaws
in any way that would have a Material Adverse Effect.  Each Borrower will give the Agent written notice of any
rescission or modification of its resolutions delivered to the Agent pursuant
to Section 8.1.7.


 


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 and the
$53,000,000 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.


 


9.22                           Preservation of Rights and
Properties.  Each Borrower will,
and will cause its Subsidiaries to (unless a failure by a Subsidiary would not
have a Material Adverse Effect), maintain and preserve the existence of the
Borrowers and their Subsidiaries and all material public rights, privileges and
franchises now enjoyed, and conduct their business in an orderly, efficient and
customary manner.


 


9.23                           Payment of Obligations.  Each Borrower will, and will cause its
Subsidiaries to (unless a failure by a Borrower or a Subsidiary would not have
a Material Adverse Effect), pay all material obligations at maturity, except
such as may be contested in good faith or as to which a bona fide dispute may
exist.


 


9.24                           Maintenance of Properties.  Each Borrower will, and will cause its
Subsidiaries to, maintain its properties in good repair, working order and
condition and from time to time make repairs, renewals, replacements, additions
and improvements thereto, except to the extent failure to maintain such
properties would not have a Material Adverse Effect.  Each Borrower will, and will cause its Subsidiaries to (unless a
failure by a Borrower or a Subsidiary would not have a Material Adverse
Effect), comply at all times in all material respects with the provisions of
all material licenses, leases and other material agreements to which it is a
party so as to prevent any loss or forfeiture thereof or thereunder unless
compliance therewith is being at the time contested in good faith by
appropriate proceedings.


 


9.25                           ERISA.  As soon
as possible and in any event within 30 days after any Borrower knows or has
reason to know that any ERISA Event (as defined in Title IV of ERISA) with
respect to any Plan has occurred, the Borrowers will deliver to the Agent a
statement of the Parent’s Financial Officer setting forth details as to such
ERISA Event and the action which it proposes to take with respect thereto,
together with a copy of the notice of such ERISA Event to the PBGC.  As soon as possible and in any event within
30 days after receipt thereof by any Borrower or, to the extent a Borrower has
knowledge thereof, by any ERISA Group Person, the Borrowers will deliver to the
Agent copies of each notice from the PBGC stating its intention to terminate
any Plan or to have a trustee appointed to administer a Plan.  As soon as possible and


 


52

















 


in any event within 30 days after receipt thereof by any Borrower or,
to the extent a Borrower has knowledge thereof, by any ERISA Group Person from
the sponsor of a Multiemployer Plan, copies of each notice concerning
(i) the imposition of withdrawal liability by any such Multiemployer Plan,
(ii) the reorganization or termination, within the meaning of Title IV of
ERISA, of any such Multiemployer Plan, or (iii) the amount of liability
incurred, or that may be incurred, by such Borrower or ERISA Group Person in
connection with any event described in clause (i) or (ii).


 


9.26                           Ownership of the Borrowers.  The Parent, or a direct Material Subsidiary
of the Parent, will at all times own at least 80% of the outstanding equity of
each Borrower (other than the Parent).


 


9.27                           Pari Passu. 
The Credit Obligations of the Borrowers under the Credit Documents shall
at all times rank at least pari passu with all other Indebtedness of the
Borrowers, except to the extent permitted by Section 9.8.


 


10.                                 Representations and Warranties.  In order to induce the Lenders to extend
credit to the Borrowers hereunder, each Borrower jointly and severally
represents and warrants as follows:


 


10.1                           Organization and Business.


 


10.1.1                  Legal Status.  Each Borrower is a duly organized and
validly existing corporation, in good standing (except in jurisdictions that do
not recognize good standing) under the laws of the jurisdiction in which it is
organized, with all power and authority, corporate or otherwise, necessary to
(a) enter into and perform this Agreement and each other Credit Document
to which it is party, and (b) own its properties and carry on the business
now conducted or proposed to be conducted by it.  Certified copies of the Charters and Bylaws of each Borrower have
been previously delivered to the Agent and are correct and complete.


 


10.1.2                  Material
Subsidiaries.  Each Material
Subsidiary is duly organized, validly existing and in good standing (except in
jurisdictions that do not recognize good standing) under the laws of the
jurisdiction in which it is organized, with all power and authority, corporate
or otherwise, necessary to (a) enter into and perform each Credit Document
to which it is party, and (b) own its properties and carry on the business
now conducted or proposed to be conducted by it.  Certified copies of the Charter and Bylaws of each Material
Subsidiary have been previously delivered to the Agent and are correct and
complete.  Exhibit 10.1, as from
time to time hereafter supplemented, sets forth, as of the later of the date
hereof or the end of the most recent fiscal quarter for which financial
statements are required to be furnished in accordance with Section 9.3,
the name, address of the chief executive office, and jurisdiction of
organization of each Material Subsidiary. 
Each Borrower, other than the Parent, is a Material Subsidiary, and none
of the other Subsidiaries are Material Subsidiaries.


 


10.1.3                  Qualification.  Each Borrower and each Material Subsidiary
is duly and legally qualified to do business as a foreign corporation or other
entity and is in good standing (except in jurisdictions that do not recognize
good standing) in each state or 


 


53

















 


jurisdiction in which such qualification is required
and is duly authorized, qualified and licensed under all laws, regulations,
ordinances or orders of public authorities, or otherwise, to carry on its
business in the places and in the manner in which it is conducted, except for
failures to be so qualified, authorized or licensed would not in the aggregate
have a Material Adverse Effect.


 


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10.2                           Financial Statements and Other
Information.  The
Borrowers have previously furnished to the Lenders copies of the Consolidated
financial statements of the Parent as at December 31, 2002.  Such financial statements were prepared in
accordance with GAAP and fairly present the Consolidated financial position of
the Parent at the date thereof.


 


10.3                           No Material Adverse Effect.  Since December 31, 2002, no event has
occurred which can be reasonably expected to have a Material Adverse
Effect.  Since December 31, 2002,
(a) neither the Parent nor any of its Subsidiaries has incurred any
obligations, contingent or non-contingent liabilities, long-term leases or
unusual forward or long-term commitments (other than the Credit Obligations)
which, alone or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, (b) no contract, lease or other agreement or
instrument has been entered into by the Parent or any of its Subsidiaries or
has become binding upon the Parent’s or any of its Subsidiaries’ assets and no
law or regulation applicable to the Parent or any of its Subsidiaries has been
adopted which has had or could reasonably be expected to have a Material
Adverse Effect, and (c) neither the Parent nor any of its Subsidiaries is
in default and, to the best of the Borrowers’ knowledge, no third party is in
default, under any material contract, lease or agreement, which alone or in the
aggregate could reasonably be expected to have a Material Adverse Effect.


 


10.4                           Operations in Conformity with Law,
Etc.  The operations of each
Borrower and its Subsidiaries as now conducted or proposed to be conducted are
not in violation of, nor is any Borrower or its Subsidiaries in default under,
any Legal Requirement presently in effect, except for such violations and
defaults as do not and will not, in the aggregate, result, or create a material
risk of a Material Adverse Effect.  The
Borrowers have received no notice of any such violation or default and have no
knowledge of any basis on which the operations of the Borrowers or their
Subsidiaries, as now conducted and as currently proposed to be conducted after
the date hereof, would be held to violate or to give rise to any such violation
or default.


 


10.5                           Litigation. 
No litigation, at law or in equity, or any proceeding before any court,
board or other governmental or administrative agency (including any
Governmental Authority) or any arbitrator is pending or, to the knowledge of
the Borrowers, threatened which involves any material risk of any final
judgment, order or liability which, after giving effect to any applicable
insurance, has resulted, or creates a material risk of resulting, in any
Material Adverse Effect or which seeks to enjoin the consummation, or which
questions the validity, of any of the transactions contemplated by this
Agreement or any other Credit Document. 
No judgment, decree or order of any court, board or other governmental
or administrative agency (including any Governmental Authority) or any
arbitrator has been issued against or binds any Borrower or any of its
Subsidiaries which has resulted, or creates a material risk of resulting, in
any Material Adverse Effect.


 


10.6                           Authorization and Enforceability.  Each Obligor has taken all corporate action
required to execute, deliver and perform this Agreement and each other Credit
Document to which it is party.  No
consent of stockholders of any Obligor is necessary in order to authorize the
execution, delivery or performance of this Agreement or any other Credit
Document to which any Obligor is party. 
Each of this Agreement and each other Credit Document constitutes the
legal, valid and binding obligation of each Obligor party thereto and is
enforceable against such Obligor in accordance with its terms, except as
enforcement thereof may be subject to (i) the 


 


55

















 


effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally, and
(ii) general principles of equity.


 


10.7                           No Legal Obstacle to Agreements.  Neither the execution and delivery of this
Agreement or any other Credit Document, nor the making of any borrowings
hereunder, nor the guaranteeing of the Credit Obligations, nor the consummation
of any transaction referred to in or contemplated by this Agreement or any other
Credit Document, nor the fulfillment of the terms hereof or thereof or of any
other agreement or instrument contemplated by this Agreement or any other
Credit Document, has constituted or resulted in or shall constitute or result
in:


 


(a)                                  any
breach or termination of the provisions of any agreement, instrument, deed or
lease to which any Borrower, any of its Subsidiaries or any other Obligor is a
party or by which it is bound, or of the Charter or Bylaws of any Borrower, any
of its Subsidiaries or any other Obligor;


 


(b)                                 the
violation of any law, statute, judgment, decree or governmental order, rule or
regulation applicable to any Borrower, any of its Subsidiaries or any other
Obligor;


 


(c)                                  the
creation under any agreement, instrument, deed or lease of any Lien upon any of
the assets of any Borrower, any of its Subsidiaries or any other Obligor; or


 


(d)                                 any
redemption, retirement or other repurchase obligation of any Borrower, any of
its Subsidiaries or any other Obligor under any Charter, Bylaw, agreement,
instrument, deed or lease.


 


No approval,
authorization or other action by, or declaration to or filing with, any
Governmental Authority, other than the Securities and Exchange Commission,
administrative authority or any other Person is required to be obtained or made
by any Borrower, any of its Subsidiaries or any other Obligor in connection
with the execution, delivery and performance of this Agreement or any other
Credit Document, the transactions contemplated hereby or thereby, the making of
any borrowing hereunder or the guaranteeing of the Credit Obligations.


 


10.8                           Tax Returns. 
Each Borrower (and, to the extent failure to do so would have a Material
Adverse Effect, its Subsidiaries) has filed all material tax and information
returns which are required to be filed by it and has paid, or made adequate
provision for the payment of, all Taxes which have or may become due pursuant
to such returns or to any assessment received by it, other than Taxes and
assessments being contested in good faith by appropriate proceedings and for
which adequate reserves have been established in accordance with GAAP.


 


10.9                           Environmental Regulations.


 


10.9.1                  Environmental
Compliance.  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 


 


56

















 


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.  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.


 


10.10                     Plans.  Each Plan (other than a Multiemployer Plan)
and, to the knowledge of each Borrower and its Subsidiaries, each Multiemployer
Plan is in material compliance with the applicable provisions of ERISA and the
Code.  Each Multiemployer Plan and each
Plan that constitutes a “defined benefit plan” (as defined in ERISA) are set
forth in Exhibit 10.10. 
Each ERISA Group Person has met all of the funding standards applicable
to all Plans that are not Multiemployer Plans, and no condition exists which
would permit the institution of proceedings to terminate any Plan that is not a
Multiemployer Plan under section 4042 of ERISA.  To the knowledge of the Borrowers and their Subsidiaries, no Plan
that is a Multiemployer Plan is currently insolvent or in reorganization or has
been terminated within the meaning of ERISA.


 


10.11                     Consents
or Approvals.  No consent or
approval of any trustee, issuer or holder of any Indebtedness or obligations of
any Borrower or its Subsidiaries, and no consent, permission, authorization,
order or license of any Governmental Authority, is necessary in connection with
the execution and delivery of the Credit Documents or any transaction
contemplated by the Credit Documents.


 


10.12                     No Liens.  Each Borrower and its Significant
Subsidiaries owns its property free and clear of Liens, except Liens permitted
by Section 9.8.


 


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10.13                     Business
Authorizations.  Each Borrower
and its Material Subsidiaries possesses all patents, patent rights or licenses,
trademarks, trademark rights, trade names or trade name rights and copyrights
required to conduct its business in all material respects as now conducted
without material conflict with the rights or privileges of others.


 


10.14                     Disclosure.  Neither this Agreement nor any other Credit
Document to be furnished to the Lenders by or on behalf of any Borrower or any
of its Subsidiaries in connection with the transactions contemplated hereby or
by such Credit Document contains any untrue statement of material fact or omits
to state a material fact necessary in order to make the statements contained
herein or therein not misleading in light of the circumstances under which they
were made.


 


10.15                     Solvency.  Each Borrower is Solvent, and, after
consummation of the transactions contemplated by this Agreement, will be
Solvent.


 


10.16                     Investment
Company Act.  No Borrower nor
any Subsidiary is an “investment company” or a company “controlled” by an
investment company within the meaning of the Investment Company Act of 1940, as
amended.


 


10.17                     Public Utility Holding Company Act.  No Borrower nor any Subsidiary is a “holding
company” or a “subsidiary company” of a holding company or an “affiliate” of a
holding company or of a subsidiary company of a holding company within the
meaning of the Public Utility Holding Company Act of 1935, as amended.


 


11.                                 Defaults.


 


11.1                           Events of Default.  The following events are referred to as “Events of Default”:


 


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 the Issuing
Bank under any Letter of Credit or any draft drawn thereunder within three
Banking Days after demand therefor by the Agent.


 


11.1.2                  Specified
Covenants.  Any Borrower fails to
perform or observe any of the provisions of Section 2.5, 9.4 through 9.8, 9.12,
9.15 through 9.27, or a Material Subsidiary fails to perform or observe any of
the provisions of Section 2.1 of its Subsidiary Guarantee.


 


11.1.3                  Other
Covenants.  Any Obligor fails to
perform or observe any covenant, agreement or provision to be performed or
observed by it under this Agreement (other than those set forth in Section
11.1.1 and 11.1.2), any Subsidiary Guarantee (other than those set forth in
Section 11.1.2), or any other Credit Document, and such failure is not cured to
the written satisfaction of the Required Lenders within 30 days after notice
thereof by the Agent to the Parent.


 


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11.1.4                  Representations
and Warranties.  Any representation
or warranty of or with respect to any Obligor made to the Lenders or the Agent
in, pursuant to or in connection with this Agreement, any Subsidiary Guarantee
or any other Credit Document is materially false on the date as of which it was
made.


 


11.1.5                  Cross
Default, Etc.


 


(a)                                  Any
Borrower or any of its Material Subsidiaries fails to make any payment when due
(after giving effect to any applicable grace periods) in respect of any
Indebtedness (other than the Credit Obligations) outstanding in an aggregate
amount of principal (whether or not due) and accrued interest exceeding
$5,000,000;


 


(b)                                 Any
Borrower or any of its Material Subsidiaries fails to perform or observe the terms
of any agreement or instrument relating to such Indebtedness and such failure
continues, without having been duly cured, waived or consented to, beyond the
period of grace, if any, specified in such agreement or instrument, and such
failure permits the acceleration of such Indebtedness;


 


(c)                                  All
or any part of such Indebtedness is accelerated or becomes due or payable prior
to its stated maturity (except with respect to voluntary prepayments thereof)
for any reason whatsoever; or


 


(d)                                 Any
Lien on any property of any Borrower or any of its Material Subsidiaries
securing any such Indebtedness is enforced by foreclosure or similar action.


 


11.1.6                  Final
Judgment.  Any one or more final
judgments, orders or decrees for the payment of money in excess of $10,000,000
(whether singly or in the aggregate) to the extent not covered by insurance is
rendered against any Borrower or any Material Subsidiary and the Borrowers and
the Material Subsidiaries do not discharge the same or provide for its
discharge in accordance with its terms, or procure a stay of execution thereof
pending appeal, within forty-five (45) days after the date of entry thereof or
any execution or attachment shall be issued whereby any substantial part of the
property of any Borrower or any Material Subsidiary shall be taken or attempted
to be taken and the same shall not have been vacated or stayed within
forty-five (45) days after the issuance thereof.


 


11.1.7                  Change of
Control.  A Change of Control
occurs.


 


11.1.8                  Enforceability,
Etc.  Any Credit Document, including
any Subsidiary Guarantee, ceases for any reason (other than the scheduled
termination thereof in accordance with its terms) to be in full force and
effect and enforceable in accordance with its terms; or any party to any Credit
Document shall so assert in a judicial or similar proceeding; or any Material
Subsidiary or other party to a Credit Document shall revoke any Subsidiary
Guarantee or other Credit Document or shall deny any further liability or
obligation thereunder; or any security interests hereafter created by this
Agreement or any other Credit Documents shall cease to be enforceable and of
the same effect and priority purported to be created thereby.


 


59

















 


11.1.9                  ERISA Events.


 


(a)                                  any
ERISA Event occurs with respect to a Plan and the sum of the Insufficiency of
such Plan and the Insufficiency of all other Plans with respect to which an
ERISA Event exists exceeds $5,000,000;


 


(b)                                 any
ERISA Group Person shall have been notified by the sponsor of a Multiemployer
Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an
amount that, when aggregated with all other amounts required to be paid to
Multiemployer Plans by the ERISA Group Person as Withdrawal Liability (determined
as of the date of such notification), exceeds $5,000,000 or requires payments
exceeding $1,000,000 per annum; or


 


(c)                                  any
ERISA Group Person shall have been notified by the sponsor of a Multiemployer
Plan that such Multiemployer Plan is in reorganization or is being terminated,
within the meaning of Title IV of ERISA, and as a result of such
reorganization or termination the aggregate annual contributions of the ERISA
Group Person to all Multiemployer Plans that are then in reorganization or being
terminated have been or will be increased over the amounts contributed to such
Multiemployer Plans for the plan years of such Multiemployer Plans immediately
preceding the plan year in which such reorganization or termination occurs by
an amount exceeding $5,000,000;


 


provided,
however, that an ERISA Event or a Withdrawal Liability described in
clauses (a) and (b) shall not be deemed an Event of Default if a bona fide
dispute exists as to such matter, the dispute is contested in good faith by
appropriate proceedings and the Borrowers have established on their financial
statements an adequate reserve for the amount in dispute in accordance with
GAAP.


 


11.1.10            Bankruptcy, Etc.  Any Obligor shall:


 


(a)                                  Commence
a voluntary case under the Bankruptcy Code or authorize, by appropriate
proceedings of its board of directors or other governing body, the commencement
of such a voluntary case;


 


(b)                                 Have
filed against it a petition commencing an involuntary case under the Bankruptcy
Code that shall not have been dismissed within 60 days after the date on which
such petition is filed, or (ii) file an answer or other pleading within
such 60-day period admitting or failing to deny the material allegations of
such a petition or seeking, consenting to or acquiescing in the relief therein
provided, or (iii) have entered against it an order for relief in any
involuntary case commenced under the Bankruptcy Code;


 


(c)                                  Seek
relief as a debtor under any applicable law, other than the Bankruptcy Code, of
any jurisdiction relating to the liquidation or reorganization of debtors or to
the modification or alteration of the rights of creditors, or consent to or
acquiesce in such relief;


 


(d)                                 Have
entered against it an order by a court of competent jurisdiction
(i) finding it to be bankrupt or insolvent, (ii) ordering or
approving its liquidation or 


 


60

















 


reorganization as a debtor or any modification or
alteration of the rights of its creditors, or (iii) assuming custody of,
or appointing a receiver or other custodian for, all or a substantial portion
of its property;


 


(e)                                  Have
any dissolution or liquidation proceeding not permitted by Section 9.15
instituted against it to which such Obligor consents or acquiesces or which
remains undismissed for more than sixty (60) days, or commence any such
proceeding which remains undismissed more than sixty (60) days after such
commencement; or


 


(f)                                    Make
an assignment for the benefit of, or enter into a composition with, its
creditors, or appoint, or consent to the appointment of, or suffer to exist a
receiver or other custodian for, all or a substantial portion of its property.


 


11.2                           Certain Actions Following an Event
of Default.  If any one
or more Events of Default occurs, then in each and every such case:


 


11.2.1                  Terminate
Obligation to Extend Credit.  The
Agent on behalf of the Lenders may (and upon written request of the Required
Lenders the Agent shall) terminate the obligations of the Lenders to make any
further extensions of credit under the Credit Documents by furnishing notice of
such termination to the Parent; provided, however, that if a
Bankruptcy Default has occurred, the obligations of the Lenders to make any
further extensions of credit under the Credit Documents shall automatically
terminate.


 


11.2.2                  Specific
Performance; Exercise of Rights. 
The Agent on behalf of the Lenders may (and upon written request of the
Required Lenders the Agent shall) proceed to protect and enforce the Lenders’
rights by suit in equity, action at law or other appropriate proceeding, either
for specific performance of any covenant or condition contained in this
Agreement or any other Credit Document or in any instrument or assignment
delivered to the Lenders pursuant to this Agreement or any other Credit Document,
or in aid of the exercise of any power granted in this Agreement or any other
Credit Document or any such instrument or assignment.


 


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
the Agent in cash or cash equivalents an amount equal to the then Letter of
Credit Exposure, 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 the Agent in cash or cash equivalents an amount equal to the then
Letter of Credit Exposure.


 


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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, to cancel any outstanding Letters
of Credit which permit the cancellation thereof and to realize upon any and all
rights in any collateral securing the Credit Obligations.  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.


 


11.2.5                  Cumulative
Remedies.  To the extent not
prohibited by applicable law which cannot be waived, all of the Lenders’ rights
hereunder and under each other Credit Document shall be cumulative.


 


11.3                           Annulment of Defaults.  Once an Event of Default has occurred, such
Event of Default shall be deemed to exist and be continuing for all purposes of
the Credit Documents until the Required Lenders or the Agent (with the consent
of the Required Lenders) shall have waived such Event of Default in writing,
stated in writing that the same has been cured to such Required Lenders’
reasonable satisfaction or entered into an amendment to this Agreement which by
its express terms cures or waives such Event of Default, at which time such
Event of Default shall no longer be deemed to exist or to have continued.  No such action by the Required Lenders or
the Agent shall extend to or affect any subsequent Event of Default or impair
any rights of the Lenders upon the occurrence thereof.  The making of any extension of credit during
the existence of any Default shall not constitute a waiver thereof.


 


11.4                           Waivers.  To
the extent that such waiver is not prohibited by the provisions of applicable
law that cannot be waived, each of the Obligors waives:


 


(a)                                  all
presentments, demands for performance, notices of nonperformance (except to the
extent required by this Agreement or any other Credit Document), protests,
notices of protest and notices of dishonor;


 


(b)                                 any
requirement of diligence or promptness on the part of any Lender in the
enforcement of its rights under this Agreement or any other Credit Document;


 


(c)                                  any
and all notices of every kind and description which may be required to be given
by any statute or rule of law; and


 


(d)                                 any
defense (other than indefeasible payment in full) which it may now or hereafter
have with respect to its liability under this Agreement or any other Credit
Document or with respect to the Credit Obligations.


 


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12.                                 Expenses; Indemnity.


 


12.1                           Expenses. 
Whether or not the transactions contemplated hereby are consummated, the
Borrowers shall pay:


 


(a)                                  all
reasonable expenses of the Agent (including the out-of-pocket expenses related
to forming the group of Lenders and reasonable fees of and disbursements to the
counsel to the Agent) in connection with the preparation and duplication of
this Agreement and each other Credit Document, the transactions contemplated
hereby and thereby and amendments, waivers, consents and other operations
hereunder and thereunder;


 


(b)                                 all
recording and filing fees and transfer and documentary stamp and similar taxes
at any time payable in respect of this Agreement, any other Credit Document;
and


 


(c)                                  all
other reasonable expenses incurred by the Lenders or the holder of any Credit
Obligation in connection with the enforcement of any rights hereunder or under
any other Credit Document, including costs of collection and reasonable
attorneys’ fees (including a reasonable allowance for the hourly cost of
attorneys employed by any Lender on a salaried basis) and expenses.


 


63

















 


12.2                           General Indemnity.  The Borrowers shall indemnify the Lenders and the Agent and hold
them harmless from any liability, loss or damage resulting from the violation
by the Borrowers of Section 2.5 and from and against all losses, costs and
expenses, incurred in liquidating or employing deposits from third parties
acquired or arranged, or in terminating or unwinding any contract entered into,
or order to effect or fund the whole or any part of any drawing or any overdue
amount hereunder incurred by any Lender as a consequence of any Default or the
repayment of any amount due hereunder other than at the expiration of an
Interest Period.  In addition, the
Borrowers shall indemnify each Lender, the Agent, each of the Lenders’ or the
Agent’s directors, officers and employees, and each Person, if any, who controls
any Lender or the Agent (each Lender, the Agent and each of such directors,
officers, employees and control Persons is referred to as an “Indemnified
Party”) and hold each of them harmless from and against any and all claims,
damages, liabilities and reasonable expenses (including reasonable fees of and
disbursements to counsel with whom any Indemnified Party may consult in
connection therewith and all reasonable expenses of litigation or preparation
therefor) which any Indemnified Party may incur or which may be asserted
against any Indemnified Party in connection with (a) the Indemnified
Party’s compliance with or contest of any subpoena or other process issued
against it in any proceeding involving any Borrower or any of its Subsidiaries,
or any of their Affiliates, (b) any litigation or investigation involving
any Borrower, any of its Subsidiaries or any of their Affiliates, or any
officer, director or employee thereof, (c) the existence or exercise of
any security rights with respect to any collateral for the Credit Obligations
in accordance with the Credit Documents, or (d) this Agreement, any other
Credit Document or any transaction contemplated hereby or thereby; provided,
however, that the foregoing indemnity shall not apply to litigation
commenced by the Borrowers against the Lenders or the Agent which seeks
enforcement of any of the rights of the Borrowers hereunder or under any other
Credit Document and is determined adversely to the Lenders or the Agent in a
final nonappealable judgment or to the extent such claims, damages, liabilities
and expenses result from a Lender’s or the Agent’s gross negligence or willful
misconduct.


 


13.                                 The Agent.


 


13.1                           Authorization and Action.  Each Lender hereby appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such
powers and discretion under this Agreement and the other Credit Documents as
are delegated to the Agent by the terms hereof and thereof, together with such
powers and discretion as are reasonably incidental thereto.  The Agent shall be fully justified in
failing or refusing to take any action under this Agreement or under any of the
other Credit Documents unless it shall first receive such advice or concurrence
of the Required Lenders as it deems appropriate or it shall first be
indemnified to its 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.  The Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder or under any of the other Credit Documents in accordance with the
instructions of the Required Lenders, and such instructions shall be binding
upon all Lenders and all holders of Notes; provided, however,
that the Agent shall not be required to take any action that is contrary to
this Agreement, any other Credit Document or applicable law.  The Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default (other than the nonpayment
of principal or interest on the Loans or of fees payable hereunder) unless the
Agent has received notice from a Lender or a Borrower specifying such Default
and stating that such notice is a “notice of default”.  In the event that the Agent receives 


 


64

















 


such a notice, the Agent shall give prompt notice thereof to the
Lenders.  The Agent shall take such
action with respect to such Default as shall be reasonably directed by the
Required Lenders and as is permitted by the Credit Documents; provided,
that unless and until the Agent shall have received such directions, the Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default as it shall deem advisable in the
best interest of the Lenders except to the extent that this Agreement expressly
requires that such action be taken, or not be taken, only with the consent or
upon the authorization of the Required Lenders or of all Lenders.


 


13.2                           Agent’s Reliance, Etc.  Neither the Agent nor any of its directors,
officers, agents or employees shall be liable for any action taken or omitted
to be taken by it or them under or in connection with the Credit Documents,
except for its or their own gross negligence or willful misconduct.  Without limitation of the generality of the
foregoing, the Agent:  (a) may
treat the payee of any Note as the holder thereof until the Agent receives and
accepts an Assignment and Acceptance entered into by the Lender that is the
payee of such Note, as assignor, and an Assignee, as assignee, as provided in
Section 14.1.1; (b) may consult with legal counsel (including counsel
for any Lender), independent public accountants and other experts selected by
it and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants or
experts; (c) makes no warranty or representation to any Lender and shall
not be responsible to any Lender for any statements, warranties or representations
(whether written or oral) made by any Obligor in or in connection with the
Credit Documents or in any certificate, report, document, financial statement
or other written or oral statement referred to or provided for in, or received
by the Agent under or in connection herewith or in connection with the other
Credit Documents; (d) shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms, covenants or
conditions of any Credit Document or as to the use of the proceeds of the Loans
or the use of the Letters of Credit on the part of any Lender; (e) shall
not be responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or priority
of any lien or security interest created or purported to be created under or in
connection with, any Credit Document or any other instrument or document
furnished pursuant thereto or for the failure of any Obligor to perform their
respective obligations under the Credit Documents; and (f) is entitled to
rely, and shall be fully protected in relying, upon any notice, consent,
certificate, letter, resolution or other instrument or writing (which may be by
telecopy or similar teletransmission) or conversation believed by it to be
genuine and signed, sent or made by the proper party or parties.  Each Lender acknowledges and agrees that the
Agent shall not have, by reason of this Agreement, a fiduciary relationship in
respect of any Lender; and nothing in this Agreement, expressed or implied, is
intended to or shall be so construed as to create any express, implied or
constructive trust relationship between the Agent and any Lender and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any of the other Credit Documents or shall
otherwise exist against the Agent.


 


13.3                           Lender Credit Decision; Agent in
its Individual Capacity. 
Each Lender acknowledges that it has, independently and without reliance
upon the Agent or any other Lender and based on the financial statements
referred to in Section 10.2 and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement.  Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall 


 


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deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement or any other Credit
Document.  Except as expressly provided
in this Agreement, the Agent shall not have any duty or responsibility, either
initially or on a continuing basis, to provide any Lender with any credit or
other information concerning the affairs, financial condition or business of
any Obligor (or any Affiliate thereof) which may come into the possession of
Agent, whether coming into its possession before the making of any Loan or the
issuance of any Letter of Credit or at any time or times thereafter, or to
inspect the properties or books of any Obligor.  The Agent and its Affiliates may (without having to account for
the same to any Lender) make loans to, accept deposits from, and generally
engage in any kind of business with any Obligor as though the Agent were not
the Agent hereunder.  With respect to
its obligations to make Base Rate Loans and LIBOR Loans, the Base Rate Loans
and LIBOR Loans made by it, the Letters of Credit issued by it made by it and
all obligations owing to it, the Agent shall have the same rights and powers
under this Agreement and the other Credit Documents as any Lender and may
exercise the same as though it were not the Agent, and the terms “Lender” and
“Lenders” shall include the Agent in its individual capacity.  The Agent and is Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
any Obligor as if it were not the Agent.


 


13.4                           Indemnification.  Each Lender severally agrees to indemnify the Agent (as Agent and
as 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 the Agent in any way
relating to or arising out of the Credit Documents or any action taken or
omitted by the Agent under the Credit Documents; 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 the Agent’s gross negligence or
willful misconduct.  Without limitation
of the foregoing, each Lender agrees to reimburse the Agent 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 12.2, to the extent that the Agent is not
promptly reimbursed for such costs and expenses by the Borrowers.  The failure of any Lender to reimburse the
Agent promptly upon demand for its Percentage Interest of any amount required
to be paid by the Lender to the Agent as provided herein shall not relieve any
other Lender of its obligation hereunder to reimburse the Agent for its
Percentage Interest of such amount, but no Lender shall be responsible for the
failure of any other Lender to reimburse the Agent 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 13.4 will survive the payment in full of principal, interest and
all other amounts payable hereunder and under the other Credit Documents.


 


13.5                           Successor Agents.  The Agent may resign at any time by giving written notice thereof
to the Lenders and the Borrowers and may be removed at any time with or without
cause by the Required Lenders or, so long as no Default exists, by the
Borrowers.  Upon any such resignation or
removal, the Required Lenders shall have the right, upon five days’ notice and
approval by the Borrowers (which approval shall not be unreasonably withheld),
to appoint a successor Agent.  If no
successor Agent shall have been so appointed by the Required Lenders, and shall
have accepted such appointment, within thirty (30) days after the retiring
Agent’s 


 


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giving of notice of resignation or the Required Lenders’ removal of the
retiring Agent, then, upon five days’ notice and approval by the Borrowers
(which approval shall not be unreasonably withheld), the retiring Agent may, on
behalf of the Lenders, appoint a successor Agent which shall be a bank which
maintains an office in the United States or a commercial bank organized under
the laws of the United States or of any State thereof having a combined capital
and surplus of at least $500,000,000. 
Upon the acceptance of any appointment as Agent hereunder by a successor
Agent and upon the execution and filing or recording of such instruments or
notices as may be necessary or desirable, or as the Required Lenders may
request, such successor Agent will succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and
the retiring Agent will be discharged from its duties and obligations under the
Credit Documents.  After any retiring
Agent’s resignation or removal hereunder as Agent, the provisions of this
Section 13 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was the Agent under this Agreement.


 


14.                                 Successors and Assigns; Lender
Assignments and Participations. 
Any reference in this Agreement or any other Credit Document to any of
the parties hereto shall be deemed to include the successors and assigns of
such party, and all covenants and agreements by or on behalf of the Obligors,
the Agent or the Lenders that are contained in this Agreement or any other
Credit Document shall bind and inure to the benefit of their respective
successors and assigns; provided, however, that (a) the Obligors
may not assign their rights or obligations under this Agreement or any other
Credit Document, and (b) the Lenders will not be entitled to assign their
respective Percentage Interests in the credits extended hereunder or their Commitments
except as set forth below in this Section 14.


 


14.1                           Assignments by Lenders.


 


14.1.1                  Assignees and
Assignment Procedures.  Each Lender
may (a) without the consent of the Agent or the Borrowers if the proposed
assignee is already a Lender hereunder or a wholly owned subsidiary of the same
corporate parent of which the assigning Lender is a subsidiary, or
(b) otherwise with the consents of the Agent and (so long as no Event of
Default exists) the Parent (which consents shall not be unreasonably withheld),
in compliance with applicable laws in connection with such assignment, assign
to one or more commercial banks or other financial institutions (each, an “Assignee”)
all or a portion of its interests, rights and obligations under this Agreement
and the other Credit Documents, including all or a portion of its Commitment,
its Percentage Interest in the aggregate principal amount of the Loans at the
time owing to it and the Notes held by it; provided, however,
that:


 


(i)                                     no
such assignment shall be for less than $3,000,000 of the assigning Lender’s
Commitment, and the remaining Commitment of the assigning Lender after giving
effect to such assignment shall not be less than $3,000,000; and


 


(ii)                                  the
parties to each such assignment will execute and deliver to the Agent an
Assignment and Acceptance (the “Assignment and Acceptance”)
substantially in the form of Exhibit 14.1.1, together with the Note
subject to such 


 


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assignment and a processing and recordation fee of
$3,500 payable to the Agent by the assigning Lender or the Assignee.


 


Upon acceptance and
recording pursuant to Section 14.1.4, from and after the effective date
specified in each Assignment and Acceptance (which effective date will be at
least five Banking Days after the execution thereof unless waived by the
Agent):


 


(A)                              the
Assignee will be a party hereto and, to the extent provided in such Assignment
and Acceptance, have the rights and obligations of a Lender under this
Agreement, and


 


(B)                                the
assigning Lender will, to the extent provided in such assignment, be released
from its obligations under this Agreement (and, in the case of an Assignment
and Acceptance covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement, such Lender will cease to be a
party hereto but will continue to be entitled to the benefits of
Sections 3.2.4, 3.5 and 12, as well as to any fees accrued for its account
hereunder and not yet paid).


 


14.1.2                  Terms of
Assignment and Acceptance.  By
executing and delivering an Assignment and Acceptance, the assigning Lender and
the Assignee will be deemed to confirm to and agree with each other and the
other parties hereto as follows:


 


(a)                                  other
than the representation and warranty that it is the legal and beneficial owner
of the interest being assigned thereby free and clear of any adverse claim,
such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, this Agreement, any other Credit
Document or any other instrument or document furnished pursuant hereto;


 


(b)                                 such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Borrower, any of
its Subsidiaries or any other Obligor or the performance or observance by any
Borrower, any of its Subsidiaries or any other Obligor of any of its
obligations under this Agreement, any other Credit Document or any other
instrument or document furnished pursuant hereto;


 


(c)                                  such
Assignee confirms that it has received a copy of this Agreement, together with
copies of the most recent financial statements delivered pursuant to
Section 9.3 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance;


 


(d)                                 such
Assignee will independently and without reliance upon the Agent, such assigning
Lender or any other Lender, and based on such documents and information as it
deems appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement;


 


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(e)                                  such
Assignee appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Credit Documents as
are delegated to the Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and


 


(f)                                    such
Assignee agrees that it will perform in accordance with the terms of this
Agreement and the other Credit Documents all the obligations which are required
to be performed by it as a Lender.


 


14.1.3                  Register.  The Agent will maintain at the Denver Office
a register (the “Register”) for the recordation of (a) the names
and addresses of the Lenders and the Assignees which assume rights and
obligations pursuant to an assignment under Section 14.1.1, (b) the
Percentage Interest of each such Lender, and (c) the amount of the Loans
owing to each Lender from time to time. 
The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrowers, the Agent and the Lenders may treat each
Person whose name is registered therein for all purposes as a party to this
Agreement.  The Register will be
available for inspection by the Borrowers or any Lender at any reasonable time
and from time to time upon reasonable prior notice.


 


14.1.4                  Acceptance of
Assignment and Assumption.  Upon its
receipt of a completed Assignment and Acceptance executed by an assigning
Lender and an Assignee together with the Note subject to such assignment, and
the processing and recordation fee referred to in Section 14.1.1, the
Agent will (a) accept such Assignment and Acceptance, (b) record the
information contained therein in the Register, and (c) give prompt notice
thereof to the Borrowers.  Within five
Banking Days after receipt of notice, the Borrowers, at their own expense, will
execute and deliver to the Agent, in exchange for the surrendered Note, a new
Note to the order of such Assignee in a principal amount equal to the
applicable Commitment and a portion of the Loans assumed by it pursuant to such
Assignment and Acceptance and, if the assigning Lender has retained a
Commitment and a portion of the Loans, a new Note to the order of such
assigning Lender in a principal amount equal to the applicable Commitment and a
portion of the Loans retained by it. 
Subject to the foregoing, such new Note will be in an aggregate principal
amount equal to the aggregate principal amount of such surrendered Note, and
will be dated the date of the surrendered Note which it replaces.


 


14.1.5                  Federal
Reserve Bank.  Notwithstanding the
foregoing provisions of this Section 14, any Lender may at any time pledge
or assign all or any portion of such Lender’s rights under this Agreement and
the other Credit Documents to a Federal Reserve Bank; provided, however,
that no such pledge or assignment will release such Lender from such Lender’s
obligations hereunder or under any other Credit Document.


 


14.1.6                  Further
Assurances.  The Obligors shall sign
such documents and take such other actions from time to time reasonably
requested by an Assignee to enable it to share in the benefits of the rights created
by the Credit Documents.


 


14.2                           Credit Participants.  Each Lender may, without the consent of the
Borrowers or the Agent, in compliance with applicable laws in connection with
such participation, sell to one 


 


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or more commercial banks or other financial institutions (each a “Credit
Participant”) participations in all or a portion of its interests, rights
and obligations under this Agreement and the other Credit Documents (including
all or a portion of its Commitment, and the portion of the Loans owing to it
and the Note held by it); provided, however, that:


 


(a)                                  such
Lender’s obligations under this Agreement will remain unchanged;


 


(b)                                 such
Lender will remain solely responsible to the other parties hereto for the
performance of such obligations;


 


(c)                                  the
Credit Participant will be entitled to the benefit of the cost protection
provisions contained in Sections 3.2.4, 12.1(c) and 12.2, but will not be
entitled to receive any greater payment thereunder than such Lender would have
been entitled to receive with respect to the interest so sold if such interest
had not been sold; and


 


(d)                                 the
Borrowers, the Agent and the other Lenders will continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement, and such Lender will retain the sole right as
one of the Lenders to vote with respect to the enforcement of the obligations
of the Borrowers under the Credit Documents and the approval of any amendment,
modification or waiver of any provision of this Agreement (other than
amendments, modifications, consents or waivers that increase the credit, reduce
the interest rate or extend the stated time of payment hereunder) or any other
Credit Documents.


 


Each
Obligor agrees, to the fullest extent permitted by applicable law, that any
Credit Participant and any Lender purchasing a participation from another
Lender pursuant to Section 14.2 may exercise all rights of payment
(including the right of set-off), with respect to its participation as fully as
if such Credit Participant or such Lender were the direct creditor of the
Obligors and a Lender hereunder in the amount of such participation.


 


15.                                 Confidentiality.  Each Lender will make no disclosure of confidential information
furnished to it by the Borrowers or any of their Subsidiaries, and identified
as such, unless such information has become public, except:


 


(a)                                  in
connection with operations under or the enforcement of this Agreement or any
other Credit Document, to Persons who have a reasonable need to be furnished
such confidential information and who agree to comply with the restrictions
contained in this Section 15 with respect to such information and to the
extent such disclosure does not violate any Legal Requirement;


 


(b)                                 pursuant
to any statutory or regulatory requirement or any mandatory court order,
subpoena or other legal process;


 


(c)                                  to
any parent or corporate Affiliate of such Lender or to any Credit Participant,
proposed Credit Participant or proposed Assignee; provided, however,
that any such Person agrees to comply with the restrictions set forth in this
Section 15 with respect to such information and to the extent such
disclosure does not violate any Legal Requirement;


 


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(d)                                 to
its independent counsel, auditors and other professional advisors with an
instruction to such Person to keep such information confidential;


 


(e)                                  confidential
information related to the tax treatment and tax structure of the transactions
contemplated by the Credit Documents and all materials of any kind (including
opinions or other tax analyses) that are provided to such Lender relating to
such tax treatment and tax structure; provided, however, that
such disclosure may not be made to the extent required to be kept confidential
to comply with any applicable federal or state securities laws; or


 


(f)                                    with
the prior written consent of the Parent, to any other Person.


 


16.                                 Notices. 
Except as otherwise specified in this Agreement or any other Credit
Document, any notice required to be given pursuant to this Agreement or any
other Credit Document shall be given in writing.  Any notice, consent, approval, demand or other communication in
connection with this Agreement or any other Credit Document shall be deemed to
be given if given in writing (including e-mail, telecopy or similar
teletransmission) addressed as provided below (or to the addressee at such
other address as the addressee has specified by notice actually received by the
addressor) and if either (a) actually delivered in fully legible form to
such address, or (b) in the case of a letter, five days have elapsed after
the same has been deposited in the United States mail, with first-class postage
prepaid and registered or certified.


 


If to the Borrowers, or any of their Subsidiaries or
any other Obligor, to the Parent at:


 


CH2M Hill Companies, Ltd.

9191 South Jamaica Street

Englewood, CO 80112

ATTN:  Chief Financial Officer

Telecopier:  (720) 216-9248

E-mail:  Stan.Vinson@ch2m.com


 


If to
any Lender or the Agent, to it at its address set forth on Schedule I
or in the Register, with a copy to the Agent.


 


17.                                 Course of Dealing; Amendments and
Waivers.


 


No course of dealing between any Lender or the Agent,
on one hand, and any Obligor, on the other hand, will operate as a waiver of
any of the Lenders’ or the Agent’s rights under this Agreement or any other
Credit Document or with respect to the Credit Obligations.  Each of the Obligors acknowledges that if
the Lenders or the Agent, without being required to do so by this Agreement or
any other Credit Document, give any notice or information to, or obtain any
consent from, any Obligor, the Lenders and the Agent shall not by implication
have amended, waived or modified any provision of this Agreement or any other
Credit Document, or created any duty to give any such notice or information or
to obey such consent on any future occasion. 
No delay or omission on the part of any Lender or the Agent in
exercising any right under this Agreement or any other Credit Document or with
respect to the Credit Obligations shall operate as a waiver of such right or
any other right hereunder or thereunder. 
A waiver on any one occasion shall not be construed as a bar to or
waiver of any right or remedy on any future


 


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occasion.  No waiver, consent or
amendment with respect to this Agreement or any other Credit Document shall be
binding unless it is in writing and signed by the Agent or the Required
Lenders.


 


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 the 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.


 


18.                                 Defeasance. 
When all Credit Obligations have been paid, performed and reasonably
determined by the Lenders to have been indefensibly discharged in full, and if
at the time no Lender continues to be committed to extend any credit to the
Borrowers hereunder or under any other Credit Document, this Agreement and the
other Credit Documents will terminate; provided, however, that
Sections 3.2.4, 3.5, 12, 13, 15, 19 and 20 will survive the termination of
this Agreement.


 


19.                                 Venue; Service of Process.  Each of the Obligors:


 


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(a)                                  Irrevocably
submits to the nonexclusive jurisdiction of the state courts of the State of
Colorado and to the nonexclusive jurisdiction of the United States District
Court for the District of Colorado for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement or any other Credit
Document or the subject matter hereof or thereof; and


 


(b)                                 Waives
to the extent not prohibited by applicable law that cannot be waived, and
agrees not to assert, by way of motion, as a defense or otherwise, in any such
proceeding brought in any of the above-named courts, any claim that it is not
subject personally to the jurisdiction of such court, that its property is
exempt or immune from attachment or execution, that such proceeding is brought
in an inconvenient forum, that the venue of such proceeding is improper, or
that this Agreement or any other Credit Document, or the subject matter hereof
or thereof, may not be enforced in or by such court.


 


Each
of the Obligors consents to service of process in any such proceeding in any
manner at the time permitted by the laws of the State of Colorado and agrees
that service of process by registered or certified mail, return receipt
requested, at its address specified in or pursuant to Section 16 is
reasonably calculated to give actual notice.


 


20.                                 WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW THAT CANNOT BE WAIVED, EACH OF THE OBLIGORS, THE AGENT AND THE LENDERS
WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT
OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM, DEMAND, PROCEEDING OR ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT
OR ANY OTHER CREDIT DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF OR ANY
CREDIT OBLIGATION OR IN ANY WAY CONNECTED WITH THE DEALINGS OF THE LENDERS, THE
AGENT OR ANY OBLIGOR IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR
OTHERWISE.  Each of the Obligors
acknowledges that it has been informed by the Agent that the provisions of this
Section 20 constitute a material inducement upon which each of the Lenders
has relied, is relying and will rely in entering into this Agreement and any
other Credit Document, and that it has reviewed the provisions of this
Section 20 with its counsel.  Any
Lender, the Agent or any Obligor may file an original counterpart or a copy of this
Section 20 with any court as written evidence of the consent of each
Obligor, the Agent and each Lender to the waiver of their rights to trial by
jury.


 


21.                                 Judgment Currency.


 


21.1                           Conversion Requirements.  Each Obligor’s obligations under the Credit
Documents to make payments in United States Dollars or in the applicable
Foreign Currency (the “Obligation Currency”) shall not be discharged or
satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation Currency, except to the extent
that such tender or recovery results in the effective receipt by the Agent or
Lender of the full amount of the Obligation Currency expressed to be payable to
the Agent or such Lender under the Credit Documents.  If, for the purpose of obtaining or enforcing a 


 


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judgment against any Obligor in any court or in any jurisdiction, it
becomes necessary to convert into or from any currency other than the
Obligation Currency (such other currency being hereinafter referred to as the “Judgment
Currency”) an amount due in the Obligation Currency, the conversion shall
be made, at the U.S. Dollar Equivalent, determined in each case as of the
Banking Day immediately preceding the day on which the judgment is given (such
Banking Day being hereinafter referred to as the “Judgment Currency
Conversion Date”).


 


21.2                           Change in Rate of Exchange.  If there is a change in the rate of exchange
prevailing between the Judgment Currency Conversion Date and the date of actual
payment of the amount due, such amount payable by the applicable Obligor shall
be reduced or increased, as applicable, such that the amount paid in the
Judgment Currency, when converted at the rate of exchange prevailing on the
date of payment, will produce the amount of the Obligation Currency which could
have been purchased with the amount of Judgment Currency stipulated in the
judgment or judicial award at the rate of exchange prevailing on the Judgment
Currency Conversion Date.


 


22.                                 Setoff.  In
addition to any rights and remedies of the Lenders provided by law, each Lender
shall have the right, with the prior written consent of the Agent but without
prior notice to the Borrowers, any such notice being expressly waived by the
Borrowers to the extent permitted by applicable law, upon the occurrence and
during the continuance of a Default, to set-off and apply against any
indebtedness, whether matured or unmatured, of the Borrowers to such Lender,
any amount owing from such Lender or any Affiliate thereof to any Borrower, at
or at any time after, the happening of any of the above mentioned events.  The aforesaid right of set-off may be
exercised by such Lender against any such Borrower or against any trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receiver or execution, judgment or attachment creditor of such Borrower or
against anyone else claiming through or against such Borrower or such trustee
in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver,
or execution, judgment or attachment creditor, notwithstanding the fact that
such right of set-off has not been exercised by such Lender prior to the
occurrence of a Default.  Each Lender
agrees promptly to notify the Parent after any such set-off and application
made by such Lender, provided that the failure to give such notice shall
not affect the validity of such set-off and application.


 


23.                                 No Third Party Beneficiaries.  This Agreement is made and entered into for
the sole protection and benefit of the parties hereto and their respective
permitted successors and assigns, and no other person or entity shall be a
third party beneficiary of, or have any direct or indirect cause of action or
claim in connection with, any of the Credit Documents to which it is not a
party.


 


24.                                 Further Assurances.  Each Lender and each Borrower shall, and
each Borrower shall cause each Subsidiary to, promptly correct any defect or
error that may be discovered in any Credit Document.  At the Agent’s request from time to time, the Borrowers, at their
expense, shall execute and deliver to Agent such further agreements, documents
and instruments and do or cause to be done such further acts as may reasonably
be necessary or proper to effectuate the provisions or purposes of the Credit
Documents.


 


74

















 


25.                                 General.  All
covenants, agreements, representations and warranties made in this Agreement or
any other Credit Document or in certificates delivered pursuant hereto or
thereto shall be deemed to have been relied on by each Lender, notwithstanding
any investigation made by any Lender on its behalf, and shall survive the
execution and delivery to the Lenders hereof and thereof.  If any provision of this Agreement is
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or any remaining provisions of
this Agreement.  The headings in this
Agreement are for convenience of reference only and will not limit or otherwise
affect the meaning hereof.  With respect
to the exercise of its discretion, each Lender will act in good faith.  This Agreement and the other Credit
Documents (including the Fee Letter and any other related fee agreements with
the Agent or the Lenders) constitute the entire understanding of the parties
with respect to the subject matter hereof and thereof and supersede all prior
and contemporaneous understandings and agreements, whether written or
oral.  This Agreement may be executed in
any number of counterparts which together will constitute one instrument.  This Agreement shall be governed by and
construed in accordance with the laws (other than the conflict of laws rules)
of the State of Colorado.  Each Borrower
hereby acknowledges that (a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Credit Documents, (b)
neither the Agent nor any Lender has any fiduciary relationship to such Borrower,
the relationship being solely that of debtor and creditor, (c) no joint venture
exists between such Borrower and the Agent or any Lender, and (d) neither the
Agent nor any Lender undertakes any responsibility to such Borrower to review
or inform such Borrower of any matter in connection with any phase of the
business or operations of such Borrower and such Borrower shall rely entirely
upon its own judgment with respect to its business, and any review, inspection
or supervision of, or information supplied to, the Borrowers by the Agent or
any Lender is for the protection of the Lenders and neither such Borrower nor
any third party is entitled to rely thereon.


 


[Remainder of this page intentionally left blank.]


 


75

















 


Each of the undersigned has caused this Agreement to
be executed and delivered by its duly authorized officer as an agreement under
seal as of the date first above written.


 


 


	
  BORROWERS:

  	
  CH2M HILL COMPANIES, LTD.  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CH2M HILL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPERATIONS MANAGEMENT 

  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CH2M HILL INDUSTRIAL DESIGN & 

  CONSTRUCTION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  LENDERS:

  	
  WELLS FARGO BANK, NATIONAL 

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


76

















 


	
   

  	
  THE BANK OF TOKYO-MITSUBISHI, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


77

















 


SCHEDULE I


 


List of Lenders


 


	
  Bank

  	
   

  	
  United States Dollar Amount of 

  Commitment and 

  Percentage of Maximum Amount of Credit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Wells
  Fargo Bank, National Association 

  C7301-037 

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  1740
  Broadway 

  Denver, CO  80274

  Attn:   John Hall 

  Telephone:      (303) 863-5180 

  Telecopier:      (303) 863-6670 

  E-Mail:  john.hall@wellsfargo.com

  	
   

  	
  32%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Bank National Association 

  DNC0BB4A

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  918
  Seventeenth Street 

  Denver, Colorado  80202 

  Attn:   Thomas J. McCarthy 

  Telephone:      (303) 585-4234 

  Telecopier:      (303) 585-4242 

  E-Mail:  thomas.mccarthy@usbank.com

  	
   

  	
  28%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The
  Bank of Tokyo-Mitsubishi, Ltd. 

  1211 SW Fifth Avenue, Suite 2300

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  Portland,
  Oregon  97204 

  Attn:   Mr. Hiroki Nakazawa 

  Telephone:      (503) 222-5130 

  Telecopier:      (503) 222-0215 

  E-Mail:  hnakazawa@btmna.com

  	
   

  	
  16%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bank
  of America, N.A. 

  IL1-231-06-45

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  231 S.
  LaSalle Street 

  Telephone:      (312) 828-2892 

  Telecopier:      (312) 974-0761 

  Attn:  Jennifer Gerdes 

  E-Mail: 
  jennifer.gerdes@bankofamerica.com

  	
   

  	
  16%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The
  Northern Trust Company 

  50 South LaSalle

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  Chicago,
  Illinois  60675 

  Attn:  Ed Lester 

  Telephone:      (312) 444-3527 

  Telecopier:      (312) 444-7028 

  E-Mail:  EL18@ntrs.com

  	
   

  	
  8%

  	
   

  



 


78

















 


Exhibit 2.1.4

to

Credit Agreement


 


Form of Revolving Credit Note


 


	
  $

  	
   

  	
  July 28, 2003

  



 


FOR VALUE
RECEIVED, the undersigned, 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”), hereby jointly and severally promise to pay to the order of
                                                               
(“Lender”) at the office of the Agent set forth in the Credit Agreement (as
defined below) or such other place as the Agent shall direct in writing, the
principal sum of
                                                             
and 00/100 United States Dollars (US
$                                 )
or, if less, the aggregate unpaid principal amount of all the Revolving Credit
Loans made by the Lender to the Borrowers pursuant to that certain $125,000,000
Senior Unsecured Revolving Credit Agreement of even date herewith by and among
the Borrowers, the Lender, certain other lenders party thereto, and Wells Fargo
Bank, National Association, as agent for itself and the other lenders (in such
capacity, together with any successor agent, the “Agent”) (as amended,
supplemented or otherwise modified from time to time, the “Credit
Agreement”).  All capitalized terms used
in this Revolving Credit Note (this “Note”) and not defined herein shall have
the meanings given to such terms in the Credit Agreement.


 


The unpaid principal
balance under this Note shall be payable on the Final Maturity Date and as
otherwise provided in the Credit Agreement. 
The Borrowers further promise to pay interest on the outstanding
principal balance under this Note at the interest rates, and payable on the
dates, set forth in the Credit Agreement. 
All payments of principal and interest hereunder shall be made in same
day or immediately available funds.


 


This Note is one
of the Revolving Credit Notes referred to in the Credit Agreement and is entitled
to the benefits thereof and of the other Credit Documents referred to therein
and reference is hereby made to the Credit Agreement for the specific terms and
conditions under which this Note is made and to which this Note is subject.  The Credit Agreement, among other things,
contains provisions for acceleration of the maturity of this Note upon the
happening of certain stated events.


 


This Note is
subject to voluntary and mandatory prepayments as set forth in the Credit
Agreement.


 


The Lender is authorized
but not required to record the date and amount of each advance made hereunder,
the date and amount of each payment or prepayment of principal and interest
hereunder, and the resulting unpaid principal balance hereof, in the Lender’s
internal records, and any such recordation shall be prima facie evidence of the
accuracy of the information so recorded; provided, however, that
the Lender’s failure to so record shall not limit or otherwise 


 

















 


affect the Borrowers’ obligations hereunder and under the Credit
Agreement to repay the unpaid principal and interest outstanding hereunder.


 


The Borrowers and
any endorser, guarantor, surety or assignor hereby waive presentment for
payment, demand, protest, notice of protest, and notice of dishonor and nonpayment
of this Note, and all defenses on the ground of delay, suretyship, impairment
of any collateral, or of extension of time at or after maturity for the payment
of this Note.  The Agent and the Lender
shall have the right to recover all costs of collection and enforcement of this
Note as provided in the Credit Agreement.


 


This Note shall be
governed by and construed in accordance with the laws of the State of Colorado.


 


 


BORROWERS:


 


	
  CH2M HILL COMPANIES, LTD.

  	
  OPERATIONS MANAGEMENT

  INTERNATIONAL, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CH2M HILL, INC.

  	
  CH2M HILL INDUSTRIAL DESIGN &

  CONSTRUCTION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
									



 


2

















 


Exhibit 2.2.2

to

Credit Agreement


 


Form of
Swing Line Note


 


	
  $10,000,000

  	
   

  	
  July 28, 2003

  



 


FOR VALUE
RECEIVED, the undersigned, 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”), hereby jointly and severally promise to pay ON DEMAND to the
order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Swing Line Lender”) at the
office of the Agent set forth in the Credit Agreement (as defined below) or
such other place as the Agent shall direct in writing, the principal sum of TEN
MILLION AND 00/100 United States Dollars (US $10,000,000) or, if less, the
aggregate unpaid principal amount of all Swing Line Loans made by the Swing
Line Lender to the Borrowers pursuant to that certain $125,000,000 Senior
Unsecured Revolving Credit Agreement of even date herewith by and among the
Borrowers, the Swing Line Lender, certain other lenders party thereto, and
Wells Fargo Bank, National Association, as agent for itself, the Swing Line
Lender and the other lenders (in such capacity, together with any successor
agent, the “Agent”) (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”).  All
capitalized terms used in this Swing Line Note and not defined herein shall
have the meanings given to such terms in the Credit Agreement.


 


The Borrowers
further promise to pay interest on the outstanding principal balance under this
Swing Line Note at the interest rate set forth in the Credit Agreement.  Until demand is made hereunder, principal
and interest shall be payable as provided in the Credit Agreement including,
without limitation, by the refunding of amounts owing hereunder with Revolving
Credit Loans made by the Lenders upon the request of the Swing Line Lender and,
in no event, later than the Final Maturity Date.  All payments of principal and interest hereunder shall be made in
the same day or immediately available funds.


 


This Swing Line
Note is the Swing Line Note referred to in the Credit Agreement and is entitled
to the benefits thereof and of the other Credit Documents referred to therein
and reference is hereby made to the Credit Agreement for the specific terms and
conditions under which this Swing Line Note is made and to which this Swing
Line Note is subject.  The Credit
Agreement, among other things, contains provisions for acceleration of the
maturity of this Swing Line Note upon the happening of certain stated events.


 


This Swing Line
Note is subject to voluntary and mandatory prepayments as set forth in the
Credit Agreement.


 


The Swing Line
Lender is authorized but not required to record the date and amount of each
advance made hereunder, the date and amount of each payment or prepayment of
principal and interest hereunder, and the resulting unpaid principal balance
hereof, in the Swing Line 


 

















 


Lender’s internal records, and any such recordation shall be prima
facie evidence of the accuracy of the information so recorded, provided
however, that the Swing Line Lender’s failure to so record shall not limit or
otherwise affect the Borrowers’ obligations hereunder and under the Credit
Agreement to repay the unpaid principal and interest outstanding hereunder.


 


The Borrowers and
any endorser, guarantor, surety or assignor hereby waive presentment for
payment, demand, protest, notice of protest, and notice of dishonor and
nonpayment of this Swing Line Note, and all defenses on the ground of delay,
suretyship, impairment of any collateral, or of extension of time at or after
maturity for the payment of this Swing Line Note.  The Agent and the Swing Line Lender shall have the right to
recover all costs of collection and enforcement of this Swing Line Note as
provided in the Credit Agreement.


 


This Swing Line
Note shall be governed by and construed in accordance with the laws of the
State of Colorado.


 


	
  BORROWERS:

  	
   

  
	
   

  	
   

  
	
  CH2M HILL COMPANIES, LTD.

  	
  OPERATIONS
  MANAGEMENT

  INTERNATIONAL, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CH2M HILL, INC.

  	
  CH2M HILL
  INDUSTRIAL

  DESIGN & CONSTRUCTION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
									



 


2

















 


Exhibit 2.4.2


 


APPLICATION
FOR STANDBY LETTER OF CREDIT


 


TO:  WELLS FARGO BANK, NATIONAL ASSOCIATION


 


	
   

  	
  DATE

  	
  FOR
  WELLS FARGO’S

  USE ONLY

  	
   

  	
  LETTER OF CREDIT NO.

  	
  DOCUMENT TRACK NO.

  



 


APPLICANT SIGNING BELOW HEREBY
REQUESTS THAT WELLS FARGO BANK, NATIONAL ASSOCIATION (“WELLS FARGO”) ISSUE IN
WELLS FARGO’S NAME AN IRREVOCABLE STANDBY LETTER OF CREDIT (THE “CREDIT”) ON
SUBSTANTIALLY THE TERMS BELOW AND, UNLESS OTHERWISE SPECIFIED BELOW IN SPECIAL
INSTRUCTIONS, FORWARD THE CREDIT BY THE FOLLOWING MEANS TO THE BENEFICIARY
DIRECTLY OR THROUGH A BANK SELECTED BY WELLS FARGO:


 


o  FULL CABLE/TELEX    o  COURIER   
o  MAIL
WITH BRIEF ADVICE BY CABLE/TELEX    o  MAIL    
o  
OTHER:


 


	
  ADVISING
  BANK:  (If left blank, Wells Fargo may select)

  	
   

  	
  BENEFICIARY: (Name and
  Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PARTY
  TO BE NAMED AS REQUESTING THE CREDIT:  (Name and Address)

  	
   

  	
  AMOUNT:  (In words)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (In figures)

  	
  (Currency)

  
	
   

  	
   

  	
   

  
	
  AVAILABILITY:  Unless otherwise specified herein, the
  Credit is to be available with Wells Fargo’s issuing office by payment of
  draft(s) drawn at sight on Wells Fargo or, at Wells Fargo’s option, with any
  bank(s) or with a bank nominated by Wells Fargo by negotiation of draft(s)
  drawn at sight on Wells Fargo. 

  	
   

  	
  EXPIRATION
  DATE:

  
	
   

  	
  PLACE
  OF EXPIRATION: Unless otherwise specified herein, the
  Credit is to expire at Wells Fargo’s issuing office or, if the Credit is
  available with any bank(s) or with a specific bank other than Wells Fargo’s
  issuing office, at such place as Wells Fargo shall elect.

  
	
   

  	
   

  	
   

  
	
  DOCUMENT(S):  Draft(s) are to be accompanied by: (Attached
  additional signed sheet(s), if necessary, and label as attachments to this
  Application.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DRAWING(S):

  	
  o

  	
  Partial drawings are permitted.  (More than one draft may be drawn and presented
  under the Credit.)

  
	
   

  	
  o

  	
  Only one draft may be drawn and presented under the
  Credit, and:

  
	
   

  	
   

  	
  o

  	
  the draft must be for the full amount of the Credit.

  	
  o

  	
  the draft may be for less than the full amount of
  the Credit.

  
	
   

  	
   

  	
   

  
	
  SPECIAL
  INSTRUCTIONS:  (Attach additional signed sheet(s), if necessary,
  and label as attachments to this Application.)

  
	
   

  
	
   

  
	
   

  
	
  TRANSFERABILITY:
  (If not
  checked, the Credit will not be transferable.)

  
	
   

  	
  o

  	
  The Credit is to be transferable, with transfer
  charges for:

  	
  o

  	
  Applicant’s account

  	
  o

  	
  Beneficiary’s account

  
	
   

  	
   

  	
   

  
	
  INQUIRIES:  Direct to:

  	
   

  	
  Telephone Number:

  
	
   

  	
   

  	
   

  
	
  APPLICANT’S
  AGREEMENT AND SIGNATURE: 
  Applicant’s
  signature here indicates agreement to all the terms and conditions on this
  Application and Applicant’s agreement that the Credit and its issuance will
  be governed by (1) the terms and conditions of the Standby Letter of Credit
  Agreement between Applicant and Wells Fargo and/or (2) any other agreement
  signed by Applicant pursuant to which the Credit is to be issued.  This Application is signed by Applicant’s
  duly authorized representative(s) on the date specified above.

  
	
   

  
	
   

  	
   

  	
   

  
	
  APPLICANT

  	
   

  	
  ADDRESS

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AUTHORIZED SIGNATURE

  	
   

  	
  TITLE

  	
   

  	
  ADDRESS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AUTHORIZED SIGNATURE

  	
   

  	
  TITLE

  	
   

  	
  ADDRESS

  
																			



 


(TO BE COMPLETED BY WELLS FARGO BANK, NATIONAL ASSOCIATION)


 


CREDIT ISSUANCE HAS BEEN APPROVED IN ACCORDANCE
WITH WELLS FARGO’S CREDIT POLICIES AND PROCEDURES


 


	
  APPROVING OFFICER’S

  SIGNATURE

  	
   

  	
  APPROVING OFFICER’S

  NAME (Print)

  	
   

  	
  APPROVING OFFICER’S

  OFFICE (Print)

  	
   

  	
  AU

  	
   

  	
  MAC

  	
   

  	
  COMMITMENT NO.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PHONE

  	
  AFS INTERFACE REQUIRED:

  	
  STANDALONE

  TRANSACTION:

  	
  COLLATERAL

  CODE

  	
  PURPOSE CODE

  	
  DATE

  
	
   

  	
  YES  o       NO  o

  	
  YES  o       NO  o

  	
   

  	
   

  	
   

  
														



 


SPECIAL
INSTRUCTIONS: (Indicate any provisions applicable to the
Credit different from those on Applicant’s Relationship Management Instructions
Form)


 

















 


APPLICATION
FOR COMMERCIAL LETTER OF CREDIT


 


TO:  WELLS FARGO BANK, NATIONAL ASSOCIATION


 


	
   

  	
  DATE

  	
  FOR
  ISSUER’S USE ONLY

  	
   

  	
  LETTER OF CREDIT NO.

  	
  DOCUMENT TRACK NO.

  



 


APPLICANT SIGNING BELOW HEREBY
REQUESTS THAT YOU, WELLS FARGO BANK, NATIONAL ASSOCIATION (“WELLS FARGO”),
ISSUE IN YOUR NAME, OR AT YOUR OPTION THROUGH YOUR AGENT WELLS FARGO HSBC TRADE
BANK, N. A. (“TRADE BANK”) IN THE TRADE BANK’S NAME, AN IRREVOCABLE COMMERCIAL
LETTER OF CREDIT (THE “CREDIT”) ON SUBSTANTIALLY THE TERMS BELOW AND, UNLESS
OTHERWISE SPECIFIED BELOW IN SPECIAL INSTRUCTIONS, FORWARD THE CREDIT BY THE
FOLLOWING MEANS TO THE BENEFICIARY DIRECTLY OR THROUGH A BANK SELECTED BY
WHICHEVER OF YOU OR YOUR AGENT IS NAMED ON THE CREDIT AS ITS ISSUER (“ISSUER”):


 


o  FULL CABLE/TELEX    o  COURIER   
o  MAIL
WITH BRIEF ADVICE BY CABLE/TELEX    o MAIL     o   OTHER:


 


	
  PARTY
  TO BE NAMED AS REQUESTING THE CREDIT:  (Name and Address)

  	
   

  	
  BENEFICIARY: (Name and
  Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AMOUNT:  (In words)

  	
   

  	
  (In figures)

  	
  (Currency)

  
	
   

  	
   

  	
   

  	
   

  
	
  PAYMENT
  OF ISSUER’S CHARGES:

  	
   

  	
  EXPIRATION
  DATE:
                                  ,
  and draft(s) must be presented no later
  than                    days
  after date of shipment (unless otherwise specified, 21 days).

  
	
   

  	
   

  
	
  All Issuer’s charges are to be paid by Applicant.

  	
   

  
	
   

  	
   

  	
   

  
	
  All charges of other banks are to be paid by:

  	
   

  	
  Place
  of Expiration: Unless otherwise specified herein, the
  Credit is to expire in the country where Beneficiary is located or, at
  Issuer’s option, at Issuer’s issuing office.

  
	
   

  	
  o

  	
  Applicant

  	
  o

  	
  Beneficiary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AVAILABILITY:  Unless otherwise specified herein, the
  Credit is to be available with any bank(s) (or, at Issuer’s option, with a
  bank nominated by Issuer, which may be Issuer) by negotiation (or, at
  Issuer’s option, by payment or by acceptance) of draft(s) drawn on Issuer
  (or, at Issuer’s option, on a bank nominated by Issuer).

  	
   

  	
  DOCUMENT(S):  Draft(s) are to be accompanied by:

  
	
   

  	
  o

  	
  Original
  and            copies
  of signed Commercial Invoice.

  
	
   

  	
  o

  	
                       (unless
  otherwise specified,, full set) original clean on board
  Marine Bills of Lading issued to order of shipper, endorsed in blank.

  
	
  

  DRAFT(S):  Draft(s)
  are to be drawn
  at                            sight
  for                      %
  of invoice value (unless otherwise specified, 100%).

  	
   

  	
  o

  	
  Clean Air
  Waybill

  	
  o

  	
  Clean Truck Bill of Lading

  
	
   

  	
   

  	
  Consigned to: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Unless
  otherwise specified, consigned to Applicant)

  
	
  SHIPMENT
  INFORMATION:

  	
   

  	
  Transport
  document is to show:

  
	
  Partial shipment permitted:

  	
  o
  YES           o
  NO

  	
   

  	
   

  	
  o  Freight Collect

  	
  o

  	
  Freight Prepaid

  
	
  Transshipment permitted:

  	
  o
  YES           o
  NO

  	
   

  	
   

  	
  Notify:

  	
   

  
	
  Merchandise is to be shipped or dispatched
  from/taken in charge at:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Unless
  otherwise specified, notify Applicant)

  
	
   

  	
  Not later than: (Optional)

  	
   

  	
  o

  	
  Negotiable Insurance Policy or Certificate for at
  least          % of invoice
  value (unless
  otherwise specified, 110%) indicating loss payable in the United
  States and covering:

  
	
   

  	
  For transportation to:

  	
   

  
	
   

  	
   

  	
   

  
	
  INSURANCE:  o
  Insurance is to be arranged by Applicant.

  (If not checked, evidence of insurance which is to accompany draft(s) must be
  specified herein under “DOCUMENT(S)”.)

  	
   

  	
   

  	
  o

  	
  Marine

  Risks

  	
  o

  	
  Air Risks

  	
  o

  	
  War Risks

  	
  o

  	
  All Risks

  
	
   

  	
   

  	
  o

  	
  Other Risks: (specify)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional Documents:  (if any)

  
	
  TERMS:  Terms to be shown on Commercial
  Invoice(s):

  	
   

  	
   

  
	
  o FOB

  	
   

  	
   

  
	
  o
  C&F

  	
   

  	
   

  
	
  o CIF

  	
   

  	
   

  
	
  o
  Other: (specify)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MERCHANDISE DESCRIPTION:  (Brief description to be shown on Commercial
  Invoice(s).)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SPECIAL
  INSTRUCTIONS:  (Attach
  additional signed sheet(s), if necessary and label as attachments to this
  Application.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRANSFERABILITY:
  (If not
  checked, the Credit will not be transferable.)

  
	
  o  The
  Credit is to be transferable, with transfer charges for:

  	
  o

  	
  Applicant’s account

  	
  o

  	
  Beneficiary’s account

  
	
   

  	
   

  	
   

  
	
  INQUIRIES:  Direct
  to:                            Telephone
  Number:

  	
  FOREIGN
  EXCHANGE CONTRACT NO: (If Applicable)

  
	
   

  	
   

  
	
  APPLICANT’S
  AGREEMENT AND SIGNATURE: 
  Applicant’s
  signature here indicates agreement to all the terms and conditions on this
  Application and Applicant’s agreement that the Credit and its issuance will
  be governed by (1) the terms and conditions of the Commercial Letter of
  Credit Agreement between Applicant and Wells Fargo and/or (2) any other
  agreement signed by Applicant pursuant to which the Credit is to be
  issued.  This Application is signed by
  Applicant’s duly authorized representative(s) on the date specified above.

  
	
   

  
	
   

  	
   

  	
   

  
	
  APPLICANT

  	
   

  	
  ADDRESS

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AUTHORIZED SIGNATURE

  	
   

  	
  TITLE

  	
   

  	
  ADDRESS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AUTHORIZED SIGNATURE

  	
   

  	
  TITLE

  	
   

  	
  ADDRESS

  
																																



 


(TO BE COMPLETED BY WELLS FARGO BANK, NATIONAL ASSOCIATION)


 


If Wells Fargo is not the Issuer then the Issuer is hereby appointed as
the agent of Wells Fargo to issue the Credit in the Issuer’s name pursuant to
this Application and the Commercial Letter of Credit Agreement signed by the
Applicant, and Wells Fargo agrees to reimburse the Issuer for all amounts paid
by the Issuer, all costs and expenses incurred by the Issuer, and all charges,
commissions and interest charged by the Issuer with respect to the Credit and
the transactions to which the Credit relates.


 


CREDIT ISSUANCE HAS BEEN APPROVED IN ACCORDANCE WITH WELLS
FARGO’S CREDIT POLICIES AND PROCEDURES


 


	
  APPROVING OFFICER’S

  SIGNATURE

  	
   

  	
  APPROVING OFFICER’S

  NAME (Print)

  	
   

  	
  APPROVING OFFICER’S

  OFFICE (Print)

  	
   

  	
  PHONE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MAC:

  	
  AU:

  	
   

  	
  AFS INTERFACE REQUIRED:

  	
   

  	
  STANDALONE TRANSACTION:

  	
   

  	
  DATE:

  
	
   

  	
   

  	
   

  	
       YES  o                                         NO  o

  	
   

  	
       YES  o                                         NO  o

  	
   

  	
   

  



 


SPECIAL
INSTRUCTIONS: (Specify any terms and conditions applicable to
the Credit different from those on Applicant’s Relationship Management
Instructions Form)


 

















 


Exhibit 5

to

Credit Agreement


 


Notice
of Authorized Representatives


 


Wells Fargo Bank, National Association

MAC C7301-031

1740 Broadway

Denver, CO  80274

Attn: John Hall


 


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.


 


The Parent hereby
represents to the Agent and the Lenders that the following named officers and
employees are the Authorized Representatives, as defined in the Credit
Agreement, and that the signatures opposite their names are their true
signatures:


 


	
  Name and Title/Office

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Susan D. King, VP, CFO of IDC

  	
   

  	
   

  
	
  Samuel H. Iapalucci, Executive VP, CFO of CH2M HILL
  Companies, Ltd.

  	
   

  	
   

  
	
  Robert J. Moses, VP, CFO of OMI

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


The Parent, on
behalf of the Borrowers, represents to the Agent and the Lenders that the Agent
is authorized to rely on this Notice of Authorized Representatives until such
time, if any, as the Parent has delivered to the Agent, and the Agent has
received, a duly executed Notice of Authorized Representatives in substitution
hereof.  This Notice of Authorized
Representatives cancels and supersedes any Notice of Authorized Representatives
at any time prior to the date hereof delivered by the Parent to the Agent.


 

















 


IN WITNESS
WHEREOF, the Parent hereby confirms that it has caused this Notice of
Authorized Representatives to be duly executed as of July 28, 2003.


 


	
   

  	
  CH2M HILL
  COMPANIES, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


2

















 


Exhibit 6

to

Credit Agreement

Form of Subsidiary Guarantee


 


 


[INSERT NAME OF MATERIAL
SUBSIDIARY]

GUARANTEE


 


 


Dated as of July 28, 2003


 


WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Agent


 

















 


TABLE OF
CONTENTS


 


	
  1.

  	
  REFERENCE TO CREDIT
  AGREEMENT; DEFINITIONS; CERTAIN RULES OF CONSTRUCTION

  
	
   

  	
   

  
	
  2.

  	
  GUARANTEE

  
	
   

  	
   

  
	
   

  	
  2.1

  	
  Guarantee of Credit
  Obligations

  
	
   

  	
  2.2

  	
  Limit On Guarantee

  
	
   

  	
  2.3

  	
  Continuing Obligation

  
	
   

  	
  2.4

  	
  Waivers with
  Respect to Credit Obligations

  
	
   

  	
  2.5

  	
  Lender’s Power to Waive,
  etc

  
	
   

  	
  2.6

  	
  Information Regarding
  the Borrowers, etc

  
	
   

  	
  2.7

  	
  Certain Guarantor
  Representations

  
	
   

  	
  2.8

  	
  Subrogation

  
	
   

  	
  2.9

  	
  Subordination

  
	
   

  	
  2.10

  	
  Further Assurances

  
	
   

  	
   

  	
   

  
	
  3.

  	
  COVENANTS

  
	
   

  	
   

  
	
   

  	
  3.1

  	
  Maintain Existence;
  Compliance with Law

  
	
   

  	
  3.2

  	
  Reporting

  
	
   

  	
   

  	
   

  
	
  4.

  	
  REPRESENTATIONS AND
  WARRANTIES

  
	
   

  	
   

  
	
   

  	
  4.1

  	
  Organization and Business

  
	
   

  	
  4.2

  	
  Authorization and
  Enforceability

  
	
   

  	
  4.3

  	
  No Legal Obstacle to
  Guarantee

  
	
   

  	
   

  	
   

  
	
  5.

  	
  SUCCESSORS AND ASSIGNS

  
	
   

  	
   

  	
   

  
	
  6.

  	
  NOTICES

  
	
   

  	
   

  	
   

  
	
  7.

  	
  VENUE;  SERVICE OF PROCESS

  
	
   

  	
   

  	
   

  
	
  8.

  	
  WAIVER OF JURY TRIAL

  
	
   

  	
   

  	
   

  
	
  9.

  	
  GENERAL

  



 


i

















 


[INSERT NAME OF MATERIAL SUBSIDIARY]

GUARANTEE


 


This Guarantee, dated as of
                                  ,
200       is made by
                                                    ,
a
                                                     
(the “Guarantor”), for the benefit of Wells Fargo Bank, National Association,
as agent (the “Agent”) for itself and the other Lenders under the Credit
Agreement (as defined below) and for the benefit of the Lenders (as defined in
the Credit Agreement).  The Guarantor
agrees as follows:


 


1.                                       Reference
to Credit Agreement; Definitions;
Certain Rules of Construction. 
Reference is made to the $125,000 Senior Unsecured Revolving Credit
Agreement dated as of July        , 2003, as
from time to time in effect (the “Credit Agreement”), 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 and the Agent.  Capitalized terms defined in the Credit
Agreement and not otherwise defined herein are used herein with the meanings so
defined.  Except as the context
otherwise explicitly requires, (a) the capitalized term “Section” refers
to sections of this Guarantee, (b) references to a particular Section
shall include all subsections thereof, (c) the word “including” shall be
construed as “including without limitation”, (d) references to a
particular Person include such Person’s successors and assigns to the extent
not prohibited by this Guarantee and the other Credit Documents, (e) references
to a particular statute or regulation include all rules and regulations
thereunder and any successor statute, regulation or rules, in each case as from
time to time in effect, (f) “or” has the inclusive meaning represented by the
phrase “and/or” and (g) references to “the date hereof” mean the date first set
forth above.


 


2.                                       Guarantee.


 


2.1                                 Guarantee
of Credit Obligations.  The Guarantor unconditionally guarantees to
the Agent and the Lenders that the Credit Obligations will be performed and
paid in full in cash when due and payable, whether at the stated or accelerated
maturity thereof or otherwise, this guarantee being a guarantee of payment and
not of collectability and being absolute and in no way conditional or
contingent.  In the event any part of
the Credit Obligations shall not have been so paid in full when due and
payable, the Guarantor will, immediately upon notice by the Agent or, without
notice, immediately upon the occurrence of a Bankruptcy Default, pay or cause
to be paid to the Agent for the account of each Lender in accordance with the
Lenders’ respective Percentage Interests therein the amount of such Credit
Obligations which are then due and payable and unpaid.  The obligations of the Guarantor hereunder
shall not be affected by the invalidity, unenforceability or irrecoverability
of any of the Credit Obligations as against any Borrower, any other guarantor
thereof or any other Person.  The Agent
and the Lenders shall not be required, before exercising their rights under
this Guarantee, to first resort for the payment of any Credit Obligation to any
Borrower or any other guarantor, or other Person or any collateral, property, liens
or other remedies or rights whatsoever. 
For purposes hereof, the Credit Obligations shall be due and payable
when and as the same shall be due and payable under the terms of the Credit
Agreement or any other Credit Document notwithstanding the fact that the
collection or enforcement thereof may be stayed or enjoined under the
Bankruptcy Code 


 

















 


or other applicable law. 
Guarantor shall also pay all reasonable costs, expenses and attorneys’
fees incurred by the Agent and the Lenders in their efforts to collect the
Credit Obligations, foreclose upon or exercise its rights with respect to any
security for the Credit Obligations, or to enforce this Guarantee, or to
protect the rights of the Agent and the Lenders with respect thereto.


 


2.2                                 Limit On Guarantee. 
Notwithstanding anything to the contrary in this Guarantee, the amount
of the Credit Obligations which is guaranteed by the Guarantor pursuant to this
Guarantee shall not exceed the maximum amount which may be guaranteed by the
Guarantor yet not be subject to avoidance (or annulment) under any federal or
state law prohibiting fraudulent transfers or fraudulent conveyances
(including, without limitation, Section 548 of the Bankruptcy Code).


 


2.3                                 Continuing
Obligation.  The Guarantor acknowledges that the Lenders
have agreed to continue to extend credit to the Borrowers under the Credit
Agreement and the other Credit Documents (and, to the extent that the Lenders
or the Agent may enter into any future Credit Document, will have entered into
such agreement) in reliance on this Section 2 being a continuing
irrevocable agreement until terminated as provided below in this
Section 2.3.  The Guarantor agrees
that its guarantee may not be revoked in whole or in part until such
termination.  The obligations of the
Guarantor hereunder shall terminate when the commitment of the Lenders to
extend credit under the Credit Agreement shall have terminated and all of the
Credit Obligations have been indefeasibly paid in full in cash and discharged; provided,
however, that:


 


(a)                                  if
a claim is made upon the Lenders at any time for repayment or recovery of any
amounts or any property received by the Lenders from any source on account of
any of the Credit Obligations and the Lenders repay or return any amounts or
property so received (including interest thereon to the extent required to be
paid by the Lenders) or


 


(b)                                 if
the Lenders become liable for any part of such claim by reason of (i) any
judgment or order of any court or administrative authority having competent
jurisdiction, or (ii) any settlement or compromise of any such claim,
whether as a result of a preference under the Bankruptcy Code or otherwise,


 


then the Guarantor shall remain liable under this Guarantee for the
amounts so repaid or property so returned or the amounts for which the Lenders
become liable (such amounts being deemed part of the Credit Obligations) to the
same extent as if such amounts or property had never been received by the
Lenders, notwithstanding any termination hereof or the cancellation of any
instrument or agreement evidencing any of the Credit Obligations.  Not later than five days after receipt of
notice from the Agent, the Guarantor shall pay to the Agent an amount equal to
the amount of such repayment or return for which the Lenders have so become
liable.  Payments hereunder by the
Guarantor may be required by the Agent on any number of occasions.


 


2.4                                 Waivers
with Respect to Credit Obligations.  The
Guarantor waives, to the fullest extent permitted by the provisions of
applicable law, all of the following (including all defenses, counterclaims and
other rights of any nature based upon any of the following):


 


2

















 


(a)                                  presentment,
demand for payment and protest of nonpayment of any of the Credit Obligations,
and notice of protest, dishonor or nonperformance;


 


(b)                                 notice
of acceptance of this Guarantee and notice that credit has been extended in
reliance on the Guarantor’s guarantee of the Credit Obligations;


 


(c)                                  notice
of any Default or of any inability to enforce performance of the obligations of
any Borrower or any other Person with respect to any Credit Document, or notice
of any acceleration of maturity of any Credit Obligations;


 


(d)                                 demand
for performance or observance of, and any enforcement of any provision of the
Credit Agreement, the Credit Obligations or any other Credit Document or any
pursuit or exhaustion of rights or remedies with respect to any collateral or
against any Borrower or any other Person in respect of the Credit Obligations
or any requirement of diligence or promptness on the part of the Agent or the
Lenders in connection with any of the foregoing;


 


(e)                                  any
act or omission on the part of the Agent or the Lenders which may impair or
prejudice the rights of the Guarantor, including rights to obtain subrogation,
exoneration, contribution, indemnification or any other reimbursement from any
Borrower or any other Person, or otherwise operate as a deemed release or
discharge;


 


(f)                                    failure
or delay to perfect or continue the perfection of any security interest in any
collateral or any other action which harms or impairs the value of, or any
failure to preserve or protect the value of, any collateral;


 


(g)                                 any
statute of limitations or any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other respects
more burdensome than the obligation of the principal;


 


(h)                                 any
“single action” or “anti-deficiency” law which would otherwise prevent the
Lenders from bringing any action, including any claim for a deficiency, against
the Guarantor before or after the Agent’s or the Lenders’ commencement or
completion of any foreclosure action, whether judicially, by exercise of power
of sale or otherwise, or any other law which would otherwise require any
election of remedies by the Agent or the Lenders;


 


(i)                                     any
right to require the marshalling of any assets in favor of the Guarantor or
otherwise in connection with obtaining payment of any or all of the Credit
Obligations from any Person or source;


 


(j)                                     all
demands and notices of every kind with respect to the foregoing; and


 


(k)                                  to
the extent not referred to above, all defenses (other than payment) which any
Borrower may now or hereafter have to the payment of the 


 


3

















 


Credit Obligations, together with all suretyship
defenses, which could otherwise be asserted by the Guarantor.


 


The Guarantor represents that it has obtained the
advice of counsel as to the extent to which suretyship and other defenses may
be available to it with respect to its obligations hereunder in the absence of
the waivers contained in this Section 2.4.


 


No delay or omission on the part of the Agent or the
Lenders in exercising any right under this Guarantee or any other Credit
Document or under any guarantee of the Credit Obligations or with respect to
any collateral shall operate as a waiver or relinquishment of such right.  No action which the Agent or the Lenders or
any Borrower may take or refrain from taking with respect to the Credit
Obligations, including any amendments thereto or modifications thereof or
waivers with respect thereto, shall affect the provisions of this Guarantee or
the obligations of the Guarantor hereunder. 
None of the Lenders’ or the Agent’s rights shall at any time in any way
be prejudiced or impaired by any act or failure to act on the part of any
Obligor, or by any noncompliance by any Borrower with the terms, provisions and
covenants of the any Credit Document, regardless of any knowledge thereof which
the Agent or the Lenders may have or otherwise be charged with.


 


2.5                                 Lender’s Power
to Waive, etc.  The Guarantor grants to the Agent and the
Lenders full power in their discretion, without notice to or consent of the
Guarantor, such notice and consent being expressly waived to the fullest extent
permitted by applicable law, and without in any way affecting the liability of
the Guarantor under its guarantee hereunder:


 


(a)                                  To
waive compliance with, and any Default under, and to consent to any amendment
to or modification or termination of any terms or provisions of, or to give any
waiver in respect of, the Credit Agreement, any other Credit Document, the
Credit Obligations, any collateral or any other guarantee thereof (each as from
time to time in effect), including without limitation any change in the time,
manner or place of payment of, or in any other term of, or any increase in the
amount of, all of the Credit Obligations;


 


(b)                                 To
grant any extensions of the Credit Obligations (for any duration), and any
other indulgence with respect thereto, and to effect any total or partial
release (by operation of law or otherwise), discharge, compromise or settlement
with respect to the obligations of any Borrower or any other Person in respect
of the Credit Obligations, whether or not rights against the Guarantor under
this Guarantee are reserved in connection therewith;


 


(c)                                  To
take collateral in any form for the Credit Obligations, and to consent to the
addition to or the substitution, exchange, release or other disposition of, or
to deal in any other manner with, any part of any such collateral, whether or
not the property, if any, received upon the exercise of such power shall be of
a character or value the same as or different from the character or value of
any property disposed of, and to obtain, modify or release any present or
future 


 


4

















 


guarantees of the Credit Obligations and to proceed
against any of the collateral or such guarantees in any order;


 


(d)                                 To
collect or liquidate or realize upon any of the Credit Obligations or the
collateral in any manner or to refrain from collecting or liquidating or
realizing upon any of the Credit Obligations or any collateral; and


 


(e)                                  To
extend credit under the Credit Agreement, any other Credit Document or
otherwise in such amount as the Lenders may determine, including increasing or
decreasing the amount of credit and the interest rate and fees with respect
thereto, even though the condition of the Borrowers or any of them (financial
or otherwise) may have deteriorated since the date hereof.


 


2.6                                 Information
Regarding the Borrowers,
etc.  The Guarantor has
made such investigation as it deems desirable of the risks undertaken by it in
entering into this Guarantee and is fully satisfied that it understands all
such risks.  The Guarantor waives any
obligation which may now or hereafter exist on the part of the Agent or the
Lenders to inform it of the risks being undertaken by entering into this
Guarantee or of any changes in such risks and, from and after the date hereof,
the Guarantor undertakes to keep itself informed of such risks and any changes
therein.  The Guarantor expressly waives
any duty which may now or hereafter exist on the part of the Agent or the Lenders
to disclose to the Guarantor any matter related to the business, operations,
character, collateral, credit, condition (financial or otherwise), income or
prospects of the Borrowers, or any of them, or their Affiliates or their
properties or management, whether now or hereafter known by the Agent or the
Lenders.  The Guarantor represents,
warrants and agrees that it assumes sole responsibility for obtaining from the
Borrowers all information concerning the Credit Agreement and all other Credit
Documents and all other information as to the Borrowers and their Affiliates or
their properties or management as the Guarantor deems necessary or desirable.


 


2.7                                 Certain
Guarantor Representations.  The Guarantor represents that:


 


(a)                                  it
is in its best interest and in pursuit of the purposes for which it was
organized as an integral part of the business conducted and proposed to be
conducted by it, and reasonably necessary and convenient in connection with the
conduct of the business conducted and proposed to be conducted by it, to induce
the Lenders to continue to extend credit to the Borrowers by making the
guarantees contemplated by this Section 2 and by entering into this
Guarantee in favor of the Agent and the Lenders;


 


(b)                                 the
credit available under the Credit Agreement will directly or indirectly inure
to its benefit;


 


(c)                                  by
virtue of the foregoing it is receiving at least reasonably equivalent value
from the Lenders for this Guarantee;


 


5

















 


(d)                                 it
will not be rendered insolvent as a result of entering into this Guarantee;


 


(e)                                  after
giving effect to the transactions contemplated by this Guarantee, it will have
assets having a fair saleable value in excess of the amount required to pay its
probable liability on its existing debts as they become absolute and matured;


 


(f)                                    it
has, and will have, access to adequate capital for the conduct of its business;


 


(g)                                 it
has the ability to pay its debts from time to time incurred in connection
therewith as such debts mature; and


 


(h)                                 it
has been advised by the Agent that the Lenders are unwilling to continue to
extend credit under the Credit Agreement unless the guarantees contemplated by
this Section 2 are given by it and it enters into this Guarantee in favor of
the Agent and the Lenders.


 


2.8                                 Subrogation. 
The Guarantor agrees that, until the Credit Obligations are paid in
full, it will not exercise any right of reimbursement, subrogation,
contribution, offset or other claims against the other Obligors arising by contract
or operation of law in connection with any payment made or required to be made
by the Guarantor under this Guarantee; provided, however, that so
long as no Event of Default exists, the Borrowers may make payments to the
Guarantor in accordance with the Borrowers’ internal cash management system
substantially similar to the system as in effect on the date of the Credit
Agreement.  After the payment in full of
the Credit Obligations, the Guarantor shall be entitled to exercise against the
Borrowers all such rights of reimbursement, subrogation, contribution and
offset, and all such other claims, to the fullest extent permitted by law.


 


2.9                                 Subordination. 
The Guarantor covenants and agrees that all Indebtedness, claims and
liabilities now or hereafter owing by the Borrowers to the Guarantor, whether
arising hereunder or otherwise, are hereby subordinated to the prior payment in
full of the Credit Obligations and are so subordinated as a claim against the
Borrowers or any of their assets, whether such claim be in the ordinary course
of business or in the event of voluntary or involuntary liquidation,
dissolution, insolvency or bankruptcy. 
Prior to the occurrence of an Event of Default, regularly scheduled
payments of principal and interest may be made with respect to all Indebtedness
of the Borrowers to the Guarantor to the extent permitted under the Credit
Agreement, payments with respect to other claims and liabilities of the
Borrowers to the Guarantor may be made in the ordinary course of business of
the Borrowers, and payments by the Borrowers to the Guarantor may be made in
accordance with the Borrowers’ internal cash management system substantially
similar to the system in effect on the date of the Credit Agreement.  Without the Agent’s prior written consent,
no payment with respect to any such Indebtedness, claim or liability will be
made to, or received by, the Guarantor while any Event of Default exists.  Upon the occurrence of any Event of Default,
the Guarantor shall hold in trust for the Lenders, and shall immediately pay
over to the Agent for the account of the Lenders, any 


 


6

















 


payment received by the Guarantor with respect to any Indebtedness,
claims and liabilities owing by the Borrowers, or any of them, to the
Guarantor.


 


2.10                           Further Assurances. 
The Guarantor will, promptly upon the request of the Agent from time to
time, execute, acknowledge and deliver, and file and record, all such
instruments, and take all such action, as the Agent deems necessary or
advisable to carry out the intent and purpose of this Section 2.


 


3.                                       Covenants. 
The Guarantor covenants that, until all of the Credit Obligations shall
have been indefeasibly paid in full and discharged and the Lenders’ Commitments
to extend credit under the Credit Agreement and any other Credit Document shall
have been irrevocably terminated, the Guarantor will comply with the following
provisions:


 


3.1                                 Maintain
Existence; Compliance
with Law.  The Guarantor
shall maintain its [corporate] existence under the laws of the State of
                                       
and shall comply in all material respects with all applicable laws, rules,
regulations and orders unless the failure so to comply will not have a Material
Adverse Effect.


 


3.2                                 Reporting.


 


3.2.1                        Reporting.  Upon the Agent’s request, the Guarantor
shall deliver to the Agent its internally prepared balance sheet, its
statements of income, retained earnings and cash flow, as of the end of any
quarter, all prepared in accordance with GAAP (subject to year-end adjustments
and without footnotes), together with a certificate in the form attached hereto
as Exhibit A signed by the Guarantor listing, to the extent not specified in
the balance sheet referred to above, each direct or contingent liability of the
Guarantor which (when aggregated with similar liabilities of the Guarantor)
exceeds an aggregate amount of $5,000,000, except that if the aggregate amount
of all direct and contingent liabilities of the Guarantor which do not
individually exceed $5,000,000 exceeds $10,000,000, all such liabilities that
individually exceed $500,000 shall be listed.


 


3.2.2                        Special
Notices.  Promptly after becoming
aware thereof, the Guarantor shall furnish to the Agent written notice of its
failure to comply with any of the provisions of this Guarantee, including a
description of how it has failed to comply and what steps the Guarantor is
taking with respect thereto.


 


4.                                       Representations
and Warranties.  In order to induce the Lenders to extend
credit under the Credit Agreement, the Guarantor represents and warrants that:


 


4.1                                 Organization
and Business.  The Guarantor is a [corporation], duly
organized, validly existing, and in good standing under the laws of the State
of
                      ,
with all power and authority necessary (a) to enter into and perform this
Guarantee and (b) to own its properties and carry on the business now
conducted or proposed to be conducted by it. 
Copies of the Guarantor’s (1) [charter documents], certified by the
[insert state of formation] Secretary of 


 


7

















 


State, and (ii) [Bylaws, other governing documents], certified by
the [corporate] secretary of the Guarantor, have been previously delivered to
the Agent and are correct and complete.


 


4.2                                 Authorization
and Enforceability.  The Guarantor has taken all action required
to execute, deliver and perform this Guarantee.  This Guarantee constitutes the legal, valid and binding
obligation of the Guarantor, enforceable against the Guarantor in accordance
with its terms.


 


4.3                                 No Legal
Obstacle to Guarantee.  Neither the execution and delivery of this
Guarantee nor the performance by the Guarantor of this Guarantee, nor the
fulfillment of the terms hereof, has constituted or resulted or will constitute
or result, in:


 


(a)                                  Any
breach or termination of the provisions of any agreement, instrument, deed or
lease to which the Guarantor is a party or by which it is bound, or of [its
charter documents, bylaws or other governing documents]; or


 


(b)                                 The
violation of any law, statute, judgment, decree or governmental order, rule or
regulation applicable to the Guarantor.


 


No approval, authorization or other action by, or
declaration to or filing with, any Governmental Authority, other than the
Securities and Exchange Commission, or any other Person is required to be
obtained or made by the Guarantor in connection with the execution, delivery
and performance of this Guarantee or the transactions contemplated hereby or
thereby.


 


5.                                       Successors and Assigns. 
The provisions of this Guarantee shall inure to the benefit of the
Lenders and their successors and assigns and shall be binding upon the
Guarantor and its respective successors and assigns.  The Guarantor may not assign its rights or obligations under this
Guarantee without the prior written consent of the Agent.


 


6.                                       Notices. 
Any notice or other communication in connection with this Guarantee
shall be deemed to be given if given in writing (including telecopy or e-mail)
addressed as provided below (or to the addressee at such other address as the
addressee has specified by notice actually received by the addressor), and if
either (a) actually delivered in fully legible form to such address, or
(b) in the case of a letter, five days have elapsed after the same has
been deposited in the United States mail, with first-class postage prepaid and
registered or certified.


 


If to the Guarantor, to it at:


 


 


	
  Fax:

  	
   

  	
   

  
	
  E-mail:

  	
   

  	
   

  
				



 


If to the Agent or any Lender, to it at its address
specified in or pursuant to Section 16 of the Credit Agreement.


 


8

















 


7.                                       Venue;  Service of Process.


 


(a)                                  The
Guarantor irrevocably submits to the nonexclusive jurisdiction of the state
courts of the State of Colorado and to the nonexclusive jurisdiction of the
United States District Court for the District of Colorado for the purpose of
any suit, action or other proceeding arising out of or based upon this
Guarantee or any other Credit Document or the subject matter hereof or thereof;
and


 


(b)                                 The
Guarantor waives to the extent not prohibited by applicable law that it cannot
be waived, and agrees not to assert, by way of motion, as a defense or
otherwise, in any  such proceeding
brought in any of the above-named courts, any claim that it is not subject personally
to the jurisdiction of such court, that its property is exempt or immune from
attachment or execution, that such proceeding is brought in an inconvenient
forum, that the venue of such proceeding is improper, or that this Guarantee or
any other Credit Document, or the subject matter hereof or thereof, may not be
enforced in or by such court.


 


The Guarantor consents to service of process in any such proceeding in
any manner at the time permitted by the laws of the State of Colorado and
agrees that service of process by registered or certified mail, return receipt
requested, at its address specified in or pursuant to Section 6 is reasonably
calculated to give actual notice.


 


8.                                       Waiver Of Jury Trial. 
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED,
THE GUARANTOR WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS
PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN
RESPECT OF ANY ISSUE, CLAIM, DEMAND, PROCEEDING OR ACTION ARISING OUT OF OR
BASED UPON THIS GUARANTEE, THE CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR
THE SUBJECT MATTER HEREOF OR THEREOF OR ANY CREDIT OBLIGATION OR IN ANY WAY
CONNECTED WITH THE DEALINGS OF THE AGENT, THE LENDERS, THE GUARANTOR OR ANY
OTHER OBLIGOR IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR
OTHERWISE.  The Guarantor acknowledges
that it has been informed by the Agent that the provisions of this Section 8
constitute a material inducement upon which each of the Lenders has relied, is
relying and will rely in extending credit under the Credit Agreement and any
other Credit Document, and that it has reviewed the provisions of this
Section 8 with its counsel.  The
Agent, any Lender, the Guarantor, or any other Obligor may file an original
counterpart or a copy of this Section 8 with any court as written evidence
of the consent of the Guarantor to the waiver of the right to trial by jury.


 


9.                                       General. 
This Guarantee shall be effective upon delivery to the Agent, without
further act, condition or acceptance by the Agent or the Lenders, shall be
binding upon the Guarantor and the successors and assigns of the Guarantor and
shall inure to the benefit of the Agent and each Lender and their participants,
successors and assigns.  This Guarantee
may not be waived, modified, amended, terminated, released or otherwise changed
except by a writing 


 


9

















 


signed by the Guarantor and the Agent. 
The invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of any other term or provision
hereof.  The headings in this Guarantee
are for convenience of reference only and shall not limit, alter or otherwise
affect the meaning hereof.  This
Guarantee and the other Credit Documents constitute the entire understanding of
the parties with respect to the subject matter hereof and thereof and supersede
all prior and current understandings and agreements, whether written or oral.  This Guarantee is a Credit Document and may
be executed in any number of counterparts, which together shall constitute one
instrument.  This Guarantee shall be
governed by and construed in accordance with the laws (other than the conflict
of laws rules) of the State of Colorado.


 


[The remainder of this page intentionally left blank.]


 


10

















 


The Guarantor has caused this Guarantee to be executed
and delivered by its duly authorized officer as of the date first written
above.


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


EXHIBIT A


 


GUARANTOR
CERTIFICATE


 


Reference is made to the $125,000 Senior Unsecured
Revolving Credit Agreement dated as of July
       , 2003 (as amended from time to time,
the “Credit Agreement”) among Wells Fargo Bank, National Association, as Agent
(the “Agent”) for a group of lenders (the “Lenders”) and 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 to the Guarantee dated as
of                                         ,
200      (the “Guarantee”) executed pursuant to the
Credit Agreement from
                                         ,
a
                                     
(the “Guarantor”), to the Agent.


 


The Guarantor certifies to the Agent that:


 


(a)                                  Each
direct or contingent liability of the Guarantor which is in an amount greater
than $5,000,000 (except that if the aggregate of all direct and contingent
liabilities of the Guarantor which do not individually exceed $5,000,000
exceeds $10,000,000, then all such liabilities regardless of the amounts
thereof) is listed on Schedule 1 hereto.


 


(b)                                 The
Guarantor has assets having a fair saleable value in excess of the amount
required to pay its probable liability on its existing debts as they become
absolute and matured;


 


(c)                                  The
Guarantor has, and will have, access to adequate capital for the conduct of its
business; and


 


(d)                                 The
Guarantor has the ability to pay its debts from time to time incurred in
connection therewith as such debts mature.


 


Dated this        
day of
                           ,
200    .


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


SCHEDULE 1


 


 


Liabilities


 

















 


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:  John R. Hall


 


Reference is made to that certain $125,000,000 Senior
Unsecured Revolving Credit Agreement dated as of July   , 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:


 


[   ]                               a
Revolving Credit Loan


 


[   ]                               a
Swing Line Loan


 


[   ]                               a
Letter of Credit


 


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


 


(b)                                 The
amount of the requested Letter of Credit is
$                                   


 


(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:


 


•                                          Base
Rate Loans.


 


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


 


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


 

















 


•                                          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)                                    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:

  	
   

  
					



 


2

















 


$125M
RLOC

COVENANT
COMPLIANCE CALCULATIONS

Exhibit 9.3.2


 


	
  (In Thousands)

  	
   

  	
  Period-End

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.4 
  CONSOLIDATED NET WORTH

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Consolidated Net Worth (Consolidated Shareholders’ Equity)

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Benchmark per covenants

  	
   

  	
  140,000,000

  	
   

  
	
  Plus:  80% of Net Income

  	
   

  	
  —

  	
   

  
	
  Minimum Allowable Net Worth

  	
   

  	
  140,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CONSOLIDATED NET WORTH: greater (less) than allowable minimum

  	
   

  	
  (140,000,000

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  9.5  FIXED CHARGE
  COVERAGE RATIO

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Rolling 4Q of EBITDAR

  	
   

  	
  —

  	
   

  
	
  Rolling 4Q of Fixed Charges (Lease expense + Interest Expense+
  CPLTD)

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FIXED CHARGE COVERAGE RATIO: EBITDAR/Fixed Charges (>1.85)

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.6  LEVERAGE
  RATIO

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Funded Debt (Includes Synthetic Lease Obligations)

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Rolling 4Q of Adjusted EBITDA

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LEVERAGE RATIO: Total Funded Debt/Adjusted EBITDA (<2.90)

  	
   

  	
  —

  	
   

  



 


	
  CONFIDENTIAL INFORMATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Net Income

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Net income

  	
   

  	
  —

  	
   

  
	
  Interest Expense

  	
   

  	
  —

  	
   

  
	
  Provision for Income Taxes

  	
   

  	
  —

  	
   

  
	
  Depreciation & Amortization

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EBITDA

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Non-cash Employee

  	
   

  	
   

  	
   

  
	
  Bonus Expense

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Adjusted EBITDA

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Lease Expense

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Adjusted EBITDAR

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Key Employee Notes Payable

  	
   

  	
  —

  	
   

  
	
  Other Debt

  	
   

  	
  —

  	
   

  
	
  Letters of credit

  	
   

  	
  —

  	
   

  
	
  Guarantees:

  	
   

  	
   

  	
   

  
	
  Canada Lease

  	
   

  	
  —

  	
   

  
	
  Synthetic Leases

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Funded Debt

  	
   

  	
  —

  	
   

  



 

















 


Summary
of Existing Investments

July 2003

Exhibit 9.17


 


	
   

  	
   

  	
  Capital
  Committed

  	
   

  	
  Current
  Invested Balance

  	
   

  
	
  Centennial
  Investments

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  $

  	
  634,143

  	
   

  
								



 


See attached JV
Investments


 

















 


Exhibit 9.17

TO PARTICIPATION AGREEMENT


 


CH2M
HILL COMPANIES, LTD. – JOINT VENTURE SCHEDULE


 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  CAPCO

  	
   

  	
  CH2M
  WATERCORE LLC

  	
   

  	
  CH2M HILL
  Capital Services, Inc. (CAPCO) BBI Power Corp (BBI)

  	
   

  	
  50%

  50%

  	
   

  	
  Various

  	
   

  	
  Develop
  and finance build-own-operate or build-own-operate-transfer water supply
  and/or wastewater treatment

  	
   

  	
  3-29-00

  	
   

  	
  Active

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CCI (F/K/A FGL)

  	
   

  	
  CH2M HILL-OHM
  of CALIFORNIA, A JOINT VENTURE

  	
   

  	
  CH2M HILL
  Federal Group, Ltd.

  OHM Remediation Services Corporation

  	
   

  	
  65%

  35%

  	
   

  	
  U.S.
  Air Force -McClellan AFB

  	
   

  	
  Environmental
  Technology Remediation Implementation Contract (METRIC)

  	
   

  	
  01/12/96

  	
   

  	
  Inactive

  
	
  CCI (F/K/A FGL)

  	
   

  	
  CH2M HILL-OHM
  OF ALASKA, A JOINT VENTURE

  	
   

  	
  CH2M HILL
  Federal Group, Ltd.

  OHM Remediation Services Corporation

  	
   

  	
  65%

  35%

  	
   

  	
  U.S.
  Federal Aviation Administration (FAA) # DTFA 04-95-R-10003

  	
   

  	
  Environmental
  compliance activities and hazardous materials remediation

  	
   

  	
  02/23/96

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  JA
  JONES MANAGEMENT & CH2M HILL

  	
   

  	
  CH2M
  HILL Constructors Inc.

  J.A. Jones

  	
   

  	
  10%

  90%

  	
   

  	
  California

  	
   

  	
   

  	
   

  	
  3-1-99

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  CH2M/ZACHRY
  WATER SERVICES

  	
   

  	
  CH2M HILL
  Constructors, Inc.

  Zachry Construction Corporation

  	
   

  	
  50%

  50%

  	
   

  	
  Jacksonville
  Electric Authority

  	
   

  	
  Highlands
  Water Treatment Plant (WTP)

  	
   

  	
  10-24-00

  	
   

  	
   

  
	
  CCI

  	
   

  	
  JOHNSTON
  CONTROL-HILL, L.L.C.

  	
   

  	
  CH2M HILL
  Constructors, Inc.

  Johnson Controls World Services Inc.

  	
   

  	
  25%

  75%

  	
   

  	
  Various

  	
   

  	
  Formed
  to respond to operations support services for Maxwell Air Force Base

  	
   

  	
  05/05/99

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  JAJMS/CH2M HILL

  	
   

  	
  J.A.
  Jones Management Services, Inc.

  (JAJMS) CH2M HILL

  	
   

  	
  90%

  

  10%

  	
   

  	
  U.S.
  Navy

  	
   

  	
  Facilities
  Management Services

  	
   

  	
  3-1-99

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  JONES/HILL

  	
   

  	
  CH2M HILL
  Constructors, Inc. (CH2M HILL)

  J.A. Jones Management Services, Inc. (JAJMS)

  	
   

  	
  45%

  55%

  	
   

  	
  US
  Navy Southwest Division NAVFACENGCOM

  	
   

  	
  Southwest
  Division NAVFACENGCOM Multiple Award Construction Contract (MACC)

  	
   

  	
  5-20-00

  	
   

  	
   

  
	
  CCI

  	
   

  	
  CH2BW

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  B&W Federal Services, Inc.

  	
   

  	
  65%

  35%

  	
   

  	
  Department
  of Energy

  	
   

  	
  Management
  and operation Oakridge, TN plant

  	
   

  	
  8-15-97

  	
   

  	
   

  
	
  CCI

  	
   

  	
  CB
  ENVIRONMENTAL, LLC

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  B&W Federal Services

  	
   

  	
  65%

  35%

  	
   

  	
  Department
  of Energy

  	
   

  	
  Name
  change from CH2BW, LLC Dissolved

  	
   

  	
  8-27-97

  12-11-00

  	
   

  	
  Inactive

  



 


3

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  CCI

  	
   

  	
  SUSTAINABLE
  ENERGY SOLUTIONS, LLC

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  SRI, International

  Thermo Electron Corporation

  	
   

  	
  55%

  2.5%

  22.5%

  	
   

  	
  Department
  of Energy

  	
   

  	
  Management
  and operation of DOE National Renewable Energy Laboratory

  	
   

  	
  7-15-98 Dissolved

  12-15-00

  	
   

  	
  Inactive

  
	
  CCI

  	
   

  	
  AMERICAN
  CONVERSION SERVICES, LLC

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  U.S. Enrichment Corporation (USEC)

  	
   

  	
  40%

  60%

  	
   

  	
  Department
  of Energy

  	
   

  	
  Depleted
  Uranium Hexafloride (DUF6) conversion project

  	
   

  	
  2-12-01

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  KAKIVIK
  ASSET MANAGEMENT  LLC

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  Bristol Bay Native Corporation

  Initial Joint Venture Structure was:

  CH2M HILL Constructors, Inc.

  RTD Quality Services, Inc. CCI

  	
   

  	
  33.33%

  66.67%

  

  34%

  33%

  33%

  	
   

  	
  Phillips
  Alaska

  	
   

  	
  Provide
  corrosion, engineering, inspection, NDT

  	
   

  	
  6-11-01

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  PIZZAGALLI/CCI
  JV

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  Pizzagalli Construction Company

  	
   

  	
  50%

  50%

  	
   

  	
  City
  & County of Denver

  	
   

  	
  Construction
  and design of Marston Treatment Plant Filtration System

  	
   

  	
  7-18-00

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  CCI/RSCI,
  A JOINT VENTURE

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  RSCI, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  Seattle
  District US Army Corps of Engineers

  	
   

  	
  Design
  and construction in connection with Enhanced Training in Idaho for US Air
  Force 82-0522252

  	
   

  	
  4-7-00

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  HILL-GRIFFIN
  LLC

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  Griffin Services, Inc

  	
   

  	
  51%

  49%

  	
   

  	
  U.S.
  Navy

  	
   

  	
  To
  provide Base Operating Support at Naval Station Roosevelt Roads, Puerto Rico

  	
   

  	
  07-23-01

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  HOLM
  II/CH2M HILL CONSTRUCTORS

  	
   

  	
  CH2M
  HILL Constructors Inc.

  Holm II, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  ODOT
  – State of Oregon

  	
   

  	
  To
  provide design/build services to Oregon Dept. of Transportation

  	
   

  	
  6-18-02

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  CCII/IONICS

  	
   

  	
  CH2M
  HILL Constructors

  International, Inc Ionics

  	
   

  	
  50%

  50%

  	
   

  	
  The
  Ministry of Water & Irrigation of the Hashemite Kingdom of Jordan

  	
   

  	
  Design
  and construction of the desalinization plant, operation & maintenance of
  plant & water conveyance system.

  	
   

  	
  06-01-02 tentative

  	
   

  	
  Active

  



 


4

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  CCI

  	
   

  	
  PUEBLO
  ENVIRONMENTAL SOLUTIONS, LLC

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  EG&G

  Fluor Federal Services, LLC

  	
   

  	
  34%

  33%

  33%

  	
   

  	
  U.S.
  Army

  	
   

  	
  Chemical
  Weapons Demilitarization Services at the Pueblo Army base, Pueblo CO

  	
   

  	
  08-14-02

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  GRIFFIN-HILL,
  a JV

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  Griffin Services, Inc.

  	
   

  	
  49%

  51%

  	
   

  	
  US
  Army

  	
   

  	
  Operations
  of the Public Works Business Center at Ft. Bragg, NC

  	
   

  	
   

  	
   

  	
   

  
	
  CCI

  	
   

  	
  BSI
  HILL, LLC

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  Burns and Roe Services Corp.

  	
   

  	
  35%

  30%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CCI

  	
   

  	
  STOCKTON
  D/B JOINT VENTURE

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  Thames Water North American Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  City
  of Stockton

  	
   

  	
  Design/build
  capital improvements to water, wastewater and storm water utilities in City
  of Stockton

  	
   

  	
  2-19-03

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  ROUBIDOUX
  CREEK DESIGN BUILDERS A JOINT VENTURE

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  APAC-Missouri, Inc.

  	
   

  	
  52%

  48%

  	
   

  	
  Kansas
  City Corps of Engineers Delaware

  	
   

  	
  Fort
  Leonard Wood West Access Roads and Bridge

  	
   

  	
  3-1-2002

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  CH2M
  HILL APAC – a Joint Venture

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  APAC – Missouri, Inc,

  	
   

  	
  52%

  48%

  	
   

  	
  Kansas
  City Corps of Engineers

  	
   

  	
  Fort
  Leonard Wood West Access Roads and Bridge

  	
   

  	
  O5-01-02

  	
   

  	
  Active

  
	
  CCI

  	
   

  	
  CH2M
  – JONES

  	
   

  	
  CH2M
  HILL Constructors, Inc.

  J. A. Jones

  	
   

  	
  55%

  45%

  	
   

  	
  U
  S Navy

  	
   

  	
  Charleston  S C Navel Base clean up

  	
   

  	
  11-01-99

  	
   

  	
  Active

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canada

  	
   

  	
  CH2M
  - INTEG (in USA) INTEG - CH2M (in Canada)

  	
   

  	
  CH2M
  HILL, Inc.

  Intercontinental Engineering Ltd.

  	
   

  	
  50%

  50%

  	
   

  	
  Various

  	
   

  	
  Study
  and design of thermal power plants

  	
   

  	
  11/23/77

  	
   

  	
  1980s

  
	
  Canada

  	
   

  	
  GPT
  CONSULTING SERVICES

  	
   

  	
  CH2M
  HILL Engineering, Ltd.

  	
   

  	
   

  	
   

  	
  Various

  	
   

  	
  Marketing
  consulting engineering services to oil and gas industry

  	
   

  	
  05/01/90

  	
   

  	
  Inactive

  
	
  Canada

  	
   

  	
  KERR
  WOOD LEIDAL GORE & STORRIE

  	
   

  	
  G&S
  Holdings Corporation

  Kerr Wood Leidal Associates

  	
   

  	
  50%

  50%

  	
   

  	
  Various

  	
   

  	
  Consulting
  and engineering in British Columbia, Canada

  	
   

  	
  07/16/90

  	
   

  	
  Active

  



 


5

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  Canada

  	
   

  	
  NANJING
  LUZHOU GORE & STORRIE ENVIRONMENTAL ENGINEERING COMPANY, LTD.

  	
   

  	
  G&S
  International Inc.

  Nanjing Luzhou Machine Works

  	
   

  	
  50%

  50%

  	
   

  	
  Various

  	
   

  	
  Design,
  build, own & operate industrial and municipal wastewater treatment plants
  and sludge treatment facilities in China and South East Asia

  	
   

  	
  08/27/93

  	
   

  	
  Active

  
	
  Canada

  	
   

  	
  WSCI/GORE
  & STORRIE  JOINT VENTURE

  	
   

  	
  CH2M 
  Gore & Storrie Ltd.

  Walter & SCI Construction (Canada) Ltd.

  	
   

  	
  30%

  70%

  	
   

  	
  TAP
  Water Group

  	
   

  	
  Design,
  build, operate water treatment plant

  	
   

  	
  12/95

  	
   

  	
  Active

  
	
  Canada

  	
   

  	
  SPE:
  CH2M WATERWORKS/INLAND PACIFIC

  	
   

  	
  CH2M 
  WaterWorks (Canada) Ltd.

  Inland Pacific Energy Services Ltd.

  	
   

  	
  50%

  50%

  	
   

  	
  HRWC

  	
   

  	
  Co-developers
  for operation of water treatment plant

  	
   

  	
  01/96

  	
   

  	
  Active

  
	
  Canada

  	
   

  	
  TORONTO
  WATERFRONT REVITALIZATION PROJECT

  	
   

  	
  Marshall
  Macklin Monaghan Limited and The RPA Group and Urban Strategies Inc. and CH2M
  HILL Canada Limited

  	
   

  	
  40%

  20%

  15%

  25%

  	
   

  	
  Toronto
  Waterfront Revitalization Corporation

  	
   

  	
  The
  Proposal addresses the work dealing with the four (4) “Priority Projects” but
  contemplates a possible expanded scope to deal with subsequent extensions.

  	
   

  	
  01/25/02

  	
   

  	
  Active

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHIL

  	
   

  	
  ALSHATHRY
  & ORMANIA CONSULTING ARCHITECTS

  	
   

  	
  Alshathry
  & Ormania Consulting Architects

  CH2M HILL International, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  Saline
  Water Conversion Corporation

  	
   

  	
  Study,
  design, planning of municipal facilities

  	
   

  	
  08/01/92

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  ARCH
  ACE CH2M HILL

  	
   

  	
  Archicentre;

  Associated Consulting Engineers;

  CH2M HILL International, Inc.

  	
   

  	
   

  	
   

  	
  Kuwait
  Ministry of Public Works

  	
   

  	
  City
  of Kuwait Sewer Cleaning and CCTV Survey - Phase IV - Agreement No. EF/S/8

  	
   

  	
  09/16/87

  	
   

  	
  Inactive

  
	
  CHIL

  	
   

  	
  CHIL/UNICO
  ENVIRONMENTAL SERVICES (CUES)

  	
   

  	
  CH2M
  HILL International, Ltd.

  UNICO

  Mitsui (Confidential)

  	
   

  	
  40%

  10%

  50%

  	
   

  	
  Various

  	
   

  	
  Environmental
  consulting, planning and management services (Item 811 on NI Matrix)

  	
   

  	
  01/29/93

  	
   

  	
  Active

  



 


6

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  CHIL

  	
   

  	
  GHD
  - CH2M HILL ENVIRONMENTAL CONSULTANTS PTY. LTD. (GCEC)

  	
   

  	
  Guttridge,
  Haskins & Davey

  CH2M HILL Australia Pty., Ltd.

  	
   

  	
  52%

  48%

  	
   

  	
  Various

  	
   

  	
  Investigation,
  strategic planning and project management of water and wastewater projects

  	
   

  	
  07/19/90 sold 06/29/95

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  JAMES
  M. MONTGOMERY/ CH2M HILL INTERNATIONAL CORP

  	
   

  	
  Same

  	
   

  	
   

  	
   

  	
  Water
  Authority of Jordan

  	
   

  	
  Water
  Wastewater Training

  	
   

  	
  08/87

  	
   

  	
  Inactive

  
	
  CHIL

  	
   

  	
  PACE
  ACE CH2M HILL

  	
   

  	
  Pan
  Arab Consulting Engineers;

  Associated Consulting Engineers;

  CH2M HILL International, Inc.

  	
   

  	
   

  	
   

  	
  Kuwait
  Ministry of Public Works

  	
   

  	
  Master
  Plan for Kuwait Sanitary Scheme-Agreement No. EF/S/6

  	
   

  	
  09/10/86

  	
   

  	
  Inactive

  
	
  CHIL

  	
   

  	
  SAUDI
  AMERICAN CONSULTING CENTER, LTD.

  	
   

  	
  CH2M
  HILL International, Inc.

  Consulting Engineering Group

  	
   

  	
  49%

  51%

  	
   

  	
  Saudi
  Arabia

  	
   

  	
  Development
  of Master Plan for Dammam Region and other services

  	
   

  	
  04/26/77

  	
   

  	
  Inactive

  
	
  CHIL (CHIS)

  	
   

  	
  Waste
  Water Consulting Group (WWCG)

  	
   

  	
  CH2M
  HILL International Corp.

  Metcalf & Eddy International, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  Alexandria
  General Organization for Sanitary Drainage (A/GOSD) and USAID

  	
   

  	
  Design
  of sewer facilities including sewers, pump stations and treatment plants

  	
   

  	
  10/29/80

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  Pacific
  Water Pty., Ltd.

  	
   

  	
  Theiss
  Contractors Pty., Ltd.

  OMI Australia Pty., Ltd.

  CH2M HILL Australia Pty., Ltd.

  GHD Pty., Ltd.

  	
   

  	
  50%

  25%

  12.5%

  12.5%

  	
   

  	
  Water
  Board of New South Wales

  	
   

  	
  Design
  Construction commission operation financing, maintenance and management of
  water or wastewater treatment projects

  	
   

  	
  07/14/92

  	
   

  	
  Sold      - 94

  
	
  CHIL

  	
   

  	
  CH2M
  HILL Engineering Hungary KFT.

  	
   

  	
  CH2M
  HILL International, Ltd.

  CH2M HILL International Engineering, Inc.

  	
   

  	
  79%

  21%

  	
   

  	
  Coca-Cola
  Amatil

  	
   

  	
  Design,
  build wastewater treatment facilities and consulting engineering services

  	
   

  	
  06/14/95

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  CH2M HILL/PB
  JV Pte., Ltd.

  	
   

  	
  CH2M HILL
  Singapore Pte., Ltd.

  Parsons & Binkerhoff Consultants Pte., Ltd.

  	
   

  	
  51%

  49%

  	
   

  	
  Ministry
  of Environment Sewerage Dept. of Government of Singapore

  	
   

  	
  Deep
  Tunnel Sewage System Feasibility studies of future design and construction of
  deep tunnels to intercept wastewater to WWTPs

  	
   

  	
  02/13/96

  	
   

  	
  Active

  



 


7

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  CHIL

  	
   

  	
  Consortium
  Hydros/Geohidros/ CH2M HILL

  	
   

  	
  CH2M HILL
  International, Ltd.

  	
   

  	
  14%

  	
   

  	
  EMBASA

  	
   

  	
   

  	
   

  	
  1996

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  Assoc.
  CH2M HILL — SISA

  	
   

  	
  CH2M HILL
  International, Ltd.

  SISA

  	
   

  	
  65%

  35%

  	
   

  	
  Sedepal

  	
   

  	
  Consulting
  services for study and supervision of rehab of potable water and sewage
  systems in Peru

  	
   

  	
  09/16/96

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  CH2M HILL/BECA
  Ltd.

  	
   

  	
  CH2M
  HILL International, Ltd.

  BECA Group, Ltd.

  	
   

  	
  50%

  50%

  	
   

  	
  Manakau
  Wastewater Services

  	
   

  	
  Design,
  build, and operate wastewater treatment facilities for Aukland, NZ Watercare
  Services

  	
   

  	
  11/26/96

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  Manakau
  Wastewater Services (MWS)

  	
   

  	
  CH2M HILL/BECA

  New Zealand Watercare Services

  Fletcher Construction Company, Ltd.

  	
   

  	
  33.3%

  33.3%

  33.3%

  	
   

  	
  Watercare
  Services

  	
   

  	
  Design,
  build, remediate, and operate wastewater treatment plant facilities

  	
   

  	
  12/01/96

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  MWS
  Ltd

  	
   

  	
  CH2M
  Beca Ltd.

  Fletcher Construction New Zealand and South Pacific Limited

  Civil and Civic PTY Limited of Australia

  New Zealand Water Services Limited at Auckland

  	
   

  	
  25%

  50%

  20%

  5%

  	
   

  	
  City
  of  Manukau

  	
   

  	
  Delivery
  of project Manukau

  	
   

  	
  8-12-97

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  Ambient—Servicos
  Ambientais de Ribeirao Preto, S.A.

  	
   

  	
  CH2M HILL
  International, Ltd.

  REK—Construtora Ltda.

  	
   

  	
  45%

  55%

  	
   

  	
  Prefeitura
  de Ribeirao Preto & DAERO

  	
   

  	
  Design,
  build, own & operate wastewater treatment plant in Brazil

  	
   

  	
  12/15/95

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  CH2M HILL/A.Y.G.L.

  	
   

  	
  CH2M HILL
  United Kingdom, Inc.

  A.Y.G.L. Consultants & Engineering Ltd.

  	
   

  	
  50%

  50%

  	
   

  	
  A.Z.O.M

  	
   

  	
  Design
  and construction management for the Ayalon Wastewater Treatment Plant in
  Israel

  	
   

  	
  7/21/99

  	
   

  	
  Active

  



 


8

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  CHIL

  	
   

  	
  Malabar
  Project Joint Venture

  	
   

  	
  CH2M
  HILL Australia Pty. Limited

  Bovis Lend Lease Pty. Limited

  	
   

  	
  50%

  50%

  	
   

  	
  Sydney
  Water

  	
   

  	
  Design,
  construction and commissioning of the Malabar Biosolids Storage and
  Stabilization Facility

  	
   

  	
  2-12-01

  	
   

  	
   

  
	
  CHIL

  	
   

  	
  CAI
  Investments, LLC

  	
   

  	
  Callahan
  Ass. Intl. LLC

  CH2M HILL International, Ltd.

  ECHO Broadband (Singapore) Pte. Ltd.

  	
   

  	
  51%

  24.5%

  24.5%

  	
   

  	
   

  	
   

  	
  Incorporated
  in Delaware

  	
   

  	
  3-21-01

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  CH2M
  HILL Peru S.R.L.

  	
   

  	
  CH2M
  HILL International, Ltd.

  Dra. Rose Maria Conroy Arguelles

  	
   

  	
  99.985%

  .015%

  	
   

  	
   

  	
   

  	
  Engineering
  and telecom services

  	
   

  	
  9-10-99

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  CH2M
  HILL Portugal – Servicos Tecnicos de Engenharia e de Gestao LDA

  	
   

  	
  CH2M
  HILL International, Ltd.

  CH2M HILL United Kingdom

  	
   

  	
  10%

  90%

  	
   

  	
   

  	
   

  	
  Engineering
  and telecom services

  	
   

  	
   

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  CH2M
  HILL Odour Services

  	
   

  	
  CH2M
  HILL Australia Pty, Ltd.

  Project Research Amsterdam BV

  	
   

  	
  50%

  50%

  	
   

  	
  Australia

  	
   

  	
  Environmental
  odour testing and consulting services

  	
   

  	
  09-30-95

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  SEAVIEW
  PROJECTS LTD.

  	
   

  	
  CH2M/BECA

  Hutt Valley Constructors, Ltd.

  	
   

  	
  50%

  50%

  	
   

  	
  New
  Zealand

  	
   

  	
  Design/build
  operations and management of Wainuiomata new facilities.

  	
   

  	
  6-30-00 Latest

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  ENVIRONMENT
  TRANSPORT & PLANNING ANDALUCIA, S.L.

  	
   

  	
  CH2M
  HILL Espana

  Ms. Julia Perez-Cerezo Flores

  Mr. Carlos Garcia Suarez

  	
   

  	
  70%

  15%

  15%

  	
   

  	
  Spain

  	
   

  	
  Transportation
  and telecommunications clients in Spain.

  	
   

  	
  12-14-99

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  ENVIRONMENT
  TRANSPORT & PLANNING

  	
   

  	
  CH2M
  HILL Espana

  Ms. Julia Perez-Cerezo Flores

  Mr. Carlos Garcia Suarez

  	
   

  	
  70%

  15%

  15%

  	
   

  	
  Portugal

  	
   

  	
  Transportation
  and telecommunications clients in Portugal.

  	
   

  	
  12-14-99

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  2C
  MANAGEMENT, LLC

  	
   

  	
  CH2M
  HILL International, Ltd.

  CSA

  	
   

  	
  50%

  50%

  	
   

  	
  Puerto
  Rico

  	
   

  	
  AFI
  work in Puerto Rico

  	
   

  	
  Dissolved

  	
   

  	
  Inactive

  



 


9

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  CHIL

  	
   

  	
  BTC
  GROUP

  	
   

  	
  CH2M
  HILL Australia, Pty., Ltd.

  Bovis Lend Lease Tenix Alliance

  	
   

  	
  33%

  33%

  33%

  	
   

  	
  Relationship
  Contract with Sydney Water Corporation

  	
   

  	
  Develop
  SewerFix Pumping Stations Upgrade Program to improve performance &
  reliability of sewage pump stations.

  	
   

  	
  10-29-01

  	
   

  	
  Active

  
	
  CHIL

  	
   

  	
  CH2M
  / DHV

  	
   

  	
  CH2M
  HILL International, Inc.

  D.H.V. (Dutch Corp.)

  	
   

  	
  50%

  50%

  	
   

  	
  Netherlands
  DHV Consulting

  	
   

  	
  To
  pursue design/build opportunities in central eastern Europe

  	
   

  	
  3-4-02

  	
   

  	
  Active

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IDC

  	
   

  	
  IDC
  JAPAN, Inc.

  	
   

  	
  CH2M
  HILL Industrial Design Corp.

  Ishimoto Architectural & Eng. Firm, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  Various

  	
   

  	
  Marketing
  design services to Japanese firms in Japan

  	
   

  	
  03/27/92

  	
   

  	
  Active

  
	
  IDC

  	
   

  	
  Ishimoto
  America, Inc.

  	
   

  	
  CH2M
  HILL Industrial Design Corp.

  Ishimoto Architectural & Eng. Firm, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  Various

  	
   

  	
  Marketing
  design services to Japanese firms operating in the United States

  	
   

  	
  10/11/91

  	
   

  	
  Active

  
	
  IDC

  	
   

  	
  T-Design
  & Construction Co.

  	
   

  	
  IDC
  Construction, Inc.

  Hoffman Technology Builders

  	
   

  	
  50%

  50%

  	
   

  	
  Intel

  	
   

  	
  Design
  and construction of computer chip manufacturing facilities

  	
   

  	
  11/16/92

  	
   

  	
  Active

  
	
  IDC

  	
   

  	
  Technology
  Design & Construction Co.

  	
   

  	
  IDC
  Construction, Inc.

  Hoffman Technology Builders

  	
   

  	
  50%

  50%

  	
   

  	
  Intel

  	
   

  	
  Design
  and construction of computer chip manufacturing facilities

  	
   

  	
  11/16/92

  	
   

  	
  Active

  
	
  IDC

  	
   

  	
  TDC
  International of Israel

  	
   

  	
  IDC
  Construction International, Inc.

  Hoffman Technology Builders

  	
   

  	
  50%

  50%

  	
   

  	
  Intel

  	
   

  	
  Design/construction
  of computer chip manufacturing facilities in Israel

  	
   

  	
  10/01/93

  	
   

  	
  Active

  
	
  IDC

  	
   

  	
  JIDC

  	
   

  	
  CH2M HILL
  IDC, Ltd.

  Jacobs Engineering, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  Intel

  	
   

  	
  Fab
  IOE project in Dublin, Ireland

  	
   

  	
  05/19/95

  	
   

  	
  Active

  
	
  IDC

  	
   

  	
  IDC
  PSI/Morrison Knudsen

  	
   

  	
  IDC
  Plant Services, Inc.

  Morrison Knudsen

  	
   

  	
  50%

  50%

  	
   

  	
  Dominion
  Semiconductor

  	
   

  	
  Project
  in Virginia

  	
   

  	
  10/1/96

  	
   

  	
  Active

  
	
  IDC

  	
   

  	
  IDC/CST,
  a Joint Venture

  	
   

  	
  IDC
  CST Asia Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  Motorola
  (China) Electronics LTD

  	
   

  	
  Design
  and build on a turnkey basis a cleanroom system in Tianjin, China

  	
   

  	
  4-4-00

  	
   

  	
  Active

  
	
  IDC

  	
   

  	
  TDC
  International

  	
   

  	
  IDC
  Construction, inc.

  Hoffman Technology Builders

  	
   

  	
  50%

  50%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  11/17/92

  	
   

  	
  Active

  



 


10

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  IDC

  	
   

  	
  SEMBAWANG/IDC

  	
   

  	
   

  	
   

  	
  25%

  	
   

  	
  Singapore

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Active

  
	
  IDC

  	
   

  	
  CCUBE
  DIGITAL Company

  	
   

  	
  B.K.
  Lee

  CST Corp., Ltd.

  CH2M HILL Industrial Design & Construction, Inc.

  	
   

  	
  76%

  14%

  10%

  	
   

  	
  Multiple
  clients in South Korea & SE Asia

  	
   

  	
  Turn-key
  clean room systems. F/K/A Clean Creative Company (CCC)

  	
   

  	
  6-27-01

  	
   

  	
  Active

  
	
  IDC

  	
   

  	
  INDUSTRIAL
  ENGINEERING DESIGN CORPORATION LTD.

  	
   

  	
  CH2M
  HILL Industrial Design & Construction, Inc.

  Industrial Engineering Design Corporation, Ltd.

  	
   

  	
  55%

  

  45%

  	
   

  	
  China

  	
   

  	
  Industrial
  design/build jobs in China

  	
   

  	
  1-18-99

  	
   

  	
  Active

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INC

  	
   

  	
  Bay
  Valley Consultants

  	
   

  	
  Bechtel
  Consoer Townsend & Associates CH2M HILL

  	
   

  	
   

  	
   

  	
  California
  State Water Resources Control Board for Sacramento-San Joaquin Delta and San
  Joaquin Basins

  	
   

  	
  Preparation
  of engineering studies and water quality control plans

  	
   

  	
  1971

  	
   

  	
  1977

  
	
  INC

  	
   

  	
  Becon

  	
   

  	
  CH2M
  HILL, Inc.

  John Carollo Engineers Century West Engineering Corp.

  	
   

  	
   

  	
   

  	
  Saudi
  Arabia

  	
   

  	
  Bend
  Wastewater project management

  	
   

  	
   

  	
   

  	
  Inactive

  
	
  INC

  	
   

  	
  Black,
  Crow & Eideness, Inc./ Jordan, Jones & Goulding, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Control
  of pollution from combine and sewer and overflow storm water discharge

  	
   

  	
   

  	
   

  	
  Inactive

  
	
  INC

  	
   

  	
  Boyle
  - CH2M #2, Consulting Engineers, A Joint Venture

  	
   

  	
  Boyle
  Engineering CH2M HILL

  	
   

  	
   

  	
   

  	
  Last
  Vegas Valley Water District

  	
   

  	
  Engineering
  studies, work and services for development of a water quality control program
  for the Last Vegas, Nevada Drainage Basin

  	
   

  	
  01/24/72

  	
   

  	
  1972

  
	
  INC

  	
   

  	
  Carhill
  Development Associates

  	
   

  	
  CH2M
  HILL, Inc.

  	
   

  	
  1%

  	
   

  	
   

  	
   

  	
  Property
  lease by CH2M HILL, Inc.

  	
   

  	
  12/15/84

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  Caywood,
  Nopp & Hill, A Joint Venture; Caywood, Nopp, Partners

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Master
  Plan Study Sacramento Airport

  	
   

  	
   

  	
   

  	
  1968

  
	
  INC

  	
   

  	
  CED/CH2M
  HILL

  	
   

  	
  CH2M
  HILL Central, Inc.

  Consulting Engineers Diversified, Inc.

  	
   

  	
   

  	
   

  	
  (Minneapolis)
  Metropolitan Waste Control Commission

  	
   

  	
  Facilities
  Plan for the Northwest Area of the Metropolitan Waste Control Commission

  	
   

  	
  03/09/77

  	
   

  	
  11/83

  



 


11

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  INC

  	
   

  	
  CH2M
  HILL/Strong, Lamb & Nelson

  	
   

  	
  CH2M
  HILL, Inc.

  Strong, Lamb & Nelson, Ltd.

  	
   

  	
  70%

  30%

  	
   

  	
  City
  of Kelowna British Columbia

  	
   

  	
  Wastewater
  Treatment Plan

  	
   

  	
  05/04/76

  	
   

  	
  1977

  
	
  INC

  	
   

  	
  CH2M
  HILL Southeast, Inc./ Fleming, Corp., A Joint Venture

  	
   

  	
  CH2M
  HILL Southeast, Inc.

  Fleming, Corp.

  	
   

  	
  65%

  35%

  	
   

  	
  City
  of Atlanta

  	
   

  	
  Chattahoochee
  Bennyhill Pump Station Rehab

  	
   

  	
  07/13/85

  	
   

  	
  1993

  
	
  INC

  	
   

  	
  CH2M/Trintoplan

  	
   

  	
  CH2M
  HILL, Inc.

  Trintoplan Consultants, Ltd.

  	
   

  	
  65%

  35%

  	
   

  	
  Water
  and Sewer Authority Ministry of Finance, Trinidad, West Indies

  	
   

  	
   

  	
   

  	
  11/09/76

  	
   

  	
  1982

  
	
  INC

  	
   

  	
  CH2M
  HILL Southeast, Inc. Parametric, Inc.

  	
   

  	
  CH2M
  HILL Southeast, Inc.

  Parametric, Inc.

  	
   

  	
  65%

  35%

  	
   

  	
  City
  of Atlanta

  	
   

  	
  Hydraulic
  engineering consulting services for the City’s water distribution system

  	
   

  	
  08/13/84

  	
   

  	
   

  
	
  INC

  	
   

  	
  CH2M
  HILL/Havens and Emerson

  	
   

  	
  CH2M
  HILL Central, Inc.

  Haven and Emerson, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  Metropolitan
  St. Louis Sewer District

  	
   

  	
  Perform
  all work required for establishing and operating a Program Management Office

  	
   

  	
  04/17/81

  	
   

  	
  1987

  
	
  INC

  	
   

  	
  CH2M
  HILL - Alaska A Joint Venture

  	
   

  	
  CH2M
  HILL Engineering of Alaska Bering Straits Investment Company (a subsidiary of
  Bering Straits Native Corp.)

  	
   

  	
   

  	
   

  	
  Various

  	
   

  	
  Engineering,
  surveying, planning, and economic services within the state of Alaska

  	
   

  	
  Early

  1970s

  	
   

  	
  1979

  
	
  INC

  	
   

  	
  CH2M
  HILL, J.V. Clair Hill, Partner

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Denver
  Water Use Program

  	
   

  	
   

  	
   

  	
  1971

  
	
  INC

  	
   

  	
  CH2M
  HILL/T.Y. Lin International

  	
   

  	
  CH2M
  HILL California, Inc.

  T.Y. Lin International

  	
   

  	
   

  	
   

  	
  City
  of South San Francisco

  	
   

  	
  Oyster
  Point Interchange and Grade Separation

  	
   

  	
  12/01/86

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  COR-MET,
  a Joint Venture

  	
   

  	
  Metcalf
  & Eddy, Inc.

  CH2M HILL

  	
   

  	
  50%

  50%

  	
   

  	
  Metropolitan
  Service District, Portland, OR

  	
   

  	
  Comprehensive
  Waste Management for Portland Metro Area

  	
   

  	
  02/02/73

  	
   

  	
  1977

  
	
  INC

  	
   

  	
  Engineers
  Ltd./Clair A. Hill & Associates, Joint Venture Engineers

  	
   

  	
  Clair
  A. Hill & Associates Consulting Engineers Engineers, Ltd.

  	
   

  	
   

  	
   

  	
  South
  Tahoe Public Utility District

  	
   

  	
  Tahoe/Douglas
  Sewer Project

  	
   

  	
  09/15/70

  	
   

  	
  1977

  



 


12

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  INC

  	
   

  	
  TAHOE
  MANAGEMENT SERVICES TEAM (TMST, JV)

  	
   

  	
  CH2M
  HILL, Inc.

  Parsons Infrastructure & Technology Group

  	
   

  	
  50%

  50%

  	
   

  	
  California

  	
   

  	
   

  	
   

  	
  11-30-2001

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  FMUS,
  J.V.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Study
  of electrical utility system for Fairbanks Municipal Utility System (FMUS)

  	
   

  	
   

  	
   

  	
   

  
	
  INC

  	
   

  	
  Gainesville
  Development Associates, Ltd.

  	
   

  	
  CH2M
  HILL, Inc.

  	
   

  	
  1%

  	
   

  	
  California

  	
   

  	
  Property
  lease by CH2M HILL, Inc.

  	
   

  	
  12/15/83

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  Greeley
  and Hansen Black, Crow & Eideness (G&H/BC&E)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  City
  of Philadelphia

  	
   

  	
  Management
  Information System

  	
   

  	
  04/27/81

  	
   

  	
  Inactive

  
	
  INC

  	
   

  	
  Greeley
  and Hansen Black, Crow & Eideness, Joint Venture

  	
   

  	
  James
  Montgomery Engineers Boyle Engineering John Carollo Engineering

  	
   

  	
   

  	
   

  	
  City
  of Philadelphia

  	
   

  	
  Management
  Information Study

  	
   

  	
   

  	
   

  	
  Inactive

  
	
  INC

  	
   

  	
  PBS&J
  – CH2M

  	
   

  	
   

  	
   

  	
  50%

  	
   

  	
  Florida

  	
   

  	
   

  	
   

  	
  3-26-98

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M HILL/Glace
  & Radcliffe, a Joint Venture

  	
   

  	
  CH2M
  HILL, Inc. Glace & Radcliffe, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  Orange
  County, FL

  	
   

  	
  Professional
  Services for Resource Recovery Projects #Y4-907 59-3272645

  	
   

  	
  06/06/94

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  ENVIRONMENTAL
  ENGINEERING SOLUTIONS

  	
   

  	
  Greiner

  Parsons Brinckerhoff

  CH2M HILL, Inc.

  	
   

  	
  38%

  38%

  24%

  	
   

  	
  Volpe
  Department of Transportation

  	
   

  	
  Volpe
  / DOT Project

  	
   

  	
  1-01-99

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  James
  M. Montgomery/ CH2M HILL, Joint Venture

  	
   

  	
  James
  M. Montgomery

  Engineers, Inc.

  CH2M HILL California, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  City
  of Los Angeles

  	
   

  	
  Wastewater
  Capital Improvement Program

  	
   

  	
  07/14/87

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  James
  M. Montgomery. CH2M HILL, Joint Venture

  	
   

  	
  James
  M. Montgomery

  Engineers, Inc.

  CH2M HILL California, Inc.

  	
   

  	
  40%

  60%

  	
   

  	
  Metropolitan
  Water District of Southern California

  	
   

  	
  Ozonation
  Retrofit and other major water designs

  	
   

  	
  10/90 (no project yet)

  	
   

  	
   

  
	
  INC

  	
   

  	
  McCreary-Koretsky
  Eng./ Hill R.K.E., Partner

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Survey
  and Water Project Yolo County

  	
   

  	
   

  	
   

  	
  1968

  



 


13

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  INC

  	
   

  	
  Piemme,
  Neill & Bryan/Hill P.N.B., Partner

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  City
  of Ukiah

  	
   

  	
  20-mile
  Pipeline

  	
   

  	
   

  	
   

  	
  1967

  
	
  INC

  	
   

  	
  Piemme,
  Neill & Bryan/Hill P.N.B., Partner

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  City
  of Yreka

  	
   

  	
  Study
  and design of sewer system

  	
   

  	
   

  	
   

  	
  1972

  
	
  INC

  	
   

  	
  R.W.
  Beck & Associates/Hill R.W.S., Partner

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Preliminary
  study for irrigation District - Modesto

  	
   

  	
   

  	
   

  	
  1970

  
	
  INC

  	
   

  	
  R.W.
  Beck & Associates/Hill Beck, Partner

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  City
  of San Francisco

  	
   

  	
  Water
  System

  	
   

  	
   

  	
   

  	
  1969

  
	
  INC

  	
   

  	
  Western
  Resources Consultants

  	
   

  	
  CH2M
  HILL, Inc.

  Boyle Engineering Corp.

  John Carollo Engineers

  James M. Montgomery

  Consulting Engineers, Inc.

  	
   

  	
  20%

  20%

  20%

  20%

  20%

  	
   

  	
  City
  of Los Angeles Dept. of Water and Power

  	
   

  	
   

  	
   

  	
  02/25/82

  	
   

  	
  Inactive

  
	
  INC

  	
   

  	
  Western
  Resources Consultants

  	
   

  	
  CH2M
  HILL, Inc.

  Boyle Engineering Corporation

  John Carollo Engineers

  James M. Montgomery

  Consulting Engineers, Inc.

  	
   

  	
  20%

  20%

  20%

  20%

  20%

  	
   

  	
  Nevada
  Power Company

  	
   

  	
  Professional
  services relative to Harry Allen Project at Las Vegas, Nevada

  	
   

  	
  02/25/82

  	
   

  	
  Inactive

  
	
  INC

  	
   

  	
  Bend
  Engineering Consultants

  	
   

  	
  CH2M
  HILL Northwest, Inc. 

  John Carollo Engineers Century West Engineering Corp.

  	
   

  	
   

  	
   

  	
  City
  of Bend, OR

  	
   

  	
  Design,
  construction management for sewerage facilities

  	
   

  	
  02/01/77

  	
   

  	
  1987

  
	
  INC

  	
   

  	
  CH2M
  HILL Southeast, Inc. Sheladia Associates, Inc. A Joint Venture

  	
   

  	
  CH2M
  HILL Southeast, Inc. 

  Sheladia Associates, Inc.

  	
   

  	
  55%

  45%

  	
   

  	
  District
  of Columbia Dept. of Environmental Services

  	
   

  	
  Infiltration/Inflow
  Analysis and Sewer System Evaluation Survey Work

  	
   

  	
  03/21/77

  	
   

  	
  1981

  
	
  INC

  	
   

  	
  CH2M
  HILL/ Rubel & Hager Joint Venture

  	
   

  	
  CH2M
  HILL California, Inc. 

  Rubel and Hager, Inc.

  	
   

  	
  65%

  35%

  	
   

  	
  City
  of Tucson

  	
   

  	
  Tucson
  Metropolitan Effluent Reuse Assessment Study to evaluate reuse of sewage
  effluent including design and construction services

  	
   

  	
  11/01/82

  	
   

  	
   

  



 


14

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  INC

  	
   

  	
  James
  M. Montgomery Consulting CH2M HILL, Joint Venture

  	
   

  	
  James
  M. Montgomery Consulting

  CH2M HILL California, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  City
  of San Jose

  	
   

  	
  Engineering
  services for Sludge Processing Facilities - Contract A for San Jose/Santa
  Clara Water Pollution Control Plant

  	
   

  	
  08/01/81

  	
   

  	
  Active —94 Final

  
	
  INC

  	
   

  	
  Nevada
  Environmental Consultants (NECON)

  	
   

  	
  CH2M
  HILL, Inc.

  Boyle Engineering Corp.

  John Carollo Engineers

  James M. Montgomery

  Consulting Engineers, Inc.

  	
   

  	
   

  	
   

  	
  Clark
  County, NV

  	
   

  	
  Pollution
  Abatement Plan

  	
   

  	
  04/27/72

  	
   

  	
  1983 —94 Final

  
	
  INC

  	
   

  	
  San
  Diego Metro Wastewater Consultants

  	
   

  	
  CH2M
  HILL California, Inc.

  Boyle Engineering Corp.

  Lowry and Associates

  John Carollo Engineers

  Rick Engineering Co.

  	
   

  	
  40%

  20%

  20%

  20%

  	
   

  	
  City
  of San Diego, CA

  	
   

  	
  South
  Bay Wastewater System and Facilities

  	
   

  	
  03/26/78

  	
   

  	
  Inactive

  
	
  INC

  	
   

  	
  MW/CH2M
  HILL the Joint Venture (J.V.)

  	
   

  	
  Montgomery
  Watson Americas, Inc.

  (MW) CH2M HILL Nevada, Inc. 

  (CH2M HILL)

  	
   

  	
  50%

  50%

  	
   

  	
  SNWA-TTW
  Project Southern Nevada Water Authority (SNWA) Treatment and Transmission
  Facilities (TTF)

  	
   

  	
  Provide
  engineering/technical/design services for water treatment/transmission
  facilities

  	
   

  	
  05/03/93

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M HILL/Brown
  & Root, a Joint Venture

  	
   

  	
  CH2M HILL,
  Inc.

  Brown & Root

  	
   

  	
  50%

  50%

  	
   

  	
  AFCESA
  U.S. Air Force

  	
   

  	
   

  	
   

  	
  1997

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M HILL-AGS
  Joint Venture #2

  	
   

  	
  CH2M HILL
  California, Inc. 

  AGS, Inc.

  	
   

  	
  60%

  40%

  	
   

  	
  San
  Francisco International Airport RFQ

  	
   

  	
  Environmental
  engineering services for environmental clean up

  	
   

  	
  01/14/93

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M HILL-AGS
  Joint Venture #1

  	
   

  	
  CH2M HILL
  California, Inc. 

  AGS, Inc.

  	
   

  	
  60%

  40%

  	
   

  	
  San
  Francisco PUC

  	
   

  	
  Groundwater
  Master Plan

  	
   

  	
  07/29/92

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M HILL/MW
  (BADA)

  	
   

  	
  CH2M HILL,
  Inc.

  Montgomery Watson Americas, Inc.

  	
   

  	
  Varies

  	
   

  	
  BADA
  (Bay Area Dischargers Association)

  	
   

  	
  Bay
  Area/San Joaquin Valley water Reuse Project-feasibility studies.  Dissolved and replaced by JV listed below.
  91-1836585

  	
   

  	
  06/24/94

  	
   

  	
  Inactive

  
	
  INC

  	
   

  	
  CH2M HILL/MW/RMC

  	
   

  	
  CH2M HILL,
  Inc.

  Montgomery Watson Americas, Inc.

  Raines, Melton & Carella, Inc.

  	
   

  	
  Varies

  	
   

  	
  BADA
  (Bay Area Dischargers Association) California

  	
   

  	
  Bay
  Area/San Joaquin Valley water Reuse Project-feasibility studies 84-1471510

  	
   

  	
  08/01/98

  	
   

  	
  Active

  



 


15

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  INC

  	
   

  	
  Bart
  DMJM IV

  	
   

  	
  CH2M HILL,
  Inc.

  Daniel, Mann, Johnson & Mendenhall

  	
   

  	
  50%

  50%

  	
   

  	
  San
  Francisco (BART)

  Bay Area Rapid Transit

  	
   

  	
  94-3218477
  FORMED 8-5-1994

  	
   

  	
  08/05/94

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M/OCC,
  a Joint Venture

  	
   

  	
  CH2M HILL,
  Inc.

  Olivia Chen Consultants, Inc.

  	
   

  	
  60%

  40%

  	
   

  	
  San
  Francisco City & Cty Dept. of Public Works

  	
   

  	
  Mechanical
  engineering of WWTP and sewage pumping stations 84-1344357

  	
   

  	
  03/03/96

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  JMM/CH2M HILL,
  an Association (L.A.)

  	
   

  	
  CH2M HILL,
  Inc.

  James M. Montgomery Engineering

  	
   

  	
  52.17%

  47.83%

  	
   

  	
  California

  	
   

  	
  95-4176542

  	
   

  	
  7-14-87

  	
   

  	
  ACTIVE

  
	
  INC

  	
   

  	
  CH2M HILL-TOC,
  a Joint Venture

  	
   

  	
  CH2M HILL,
  Inc.

  TOC, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  City
  of Atlanta, GA

  	
   

  	
  Engineering
  services 84-1410490

  	
   

  	
  1-13-97

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M HILL
  and T.Y. LIN INTERNATIONAL, a Joint Venture

  	
   

  	
  CH2M HILL,
  Inc.

  T.Y. Lin International

  	
   

  	
  81.58%

  18.42%

  	
   

  	
  Cal
  Trans California

  	
   

  	
  Bridge
  Design for Cal Trans in Bay area 94-3032654

  	
   

  	
  9/13/96

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  MW/CH2M HILL,
  a Joint Venture-Las Vegas

  	
   

  	
  Montgomery
  Watson Americas, Inc.

  CH2M HILL, Inc.

  	
   

  	
  Various

  	
   

  	
  California

  	
   

  	
  95-4455287

  	
   

  	
  01/09/94

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  Port
  Arthur Remediation Team (PART)

  	
   

  	
  CH2M HILL,
  Inc.

  H.B. Zachary

  	
   

  	
  50%

  50%

  	
   

  	
  Chevron
  Oil Company

  	
   

  	
  Perform
  engineering and remediation at refinery in Pt. Arthur, TX

  	
   

  	
  04/01/96

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  FEMA/Tetra
  Tech JV

  	
   

  	
  Tetra
  Tech

  CH2M HILL, Inc.

  Greenhorne & O’Mara

  	
   

  	
  33.3%

  33.3%

  33.3%

  	
   

  	
  FEMA

  	
   

  	
  Professional
  services include PM and E/C support services

  	
   

  	
  05/31/96

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M
  HILL/Warren, A Joint Venture

  	
   

  	
  CH2M
  HILL, Inc.

  John T Warren & Assoc.

  	
   

  	
  60%

  	
   

  	
  Port
  of Oakland (California)

  	
   

  	
  Construction
  of container wharf at Berth 55/56 Inner Harbor Channel

  	
   

  	
  9/22/97

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M-MWA-OCC,
  A Joint Venture

  	
   

  	
  CH2M
  HILL, Inc.

  Montgomery Watson Americas, Inc.

  Olivia Chen

  	
   

  	
  23%

  22%

  25%

  	
   

  	
  Public
  Utilities Commission, San Francisco

  	
   

  	
  Predesign
  of the Recycled Water Master Plan Phase I: Engineering & Geotechnical
  Services

  	
   

  	
  4/10/97

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M HILL/Montgomery
  Watson

  	
   

  	
  CH2M HILL,
  Inc.

  Montgomery Watson

  	
   

  	
  50%

  50%

  	
   

  	
  ACOE

  	
   

  	
  Oregon
  agreement to provide services to ACOE as tasks are assigned

  	
   

  	
  04/15/97

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M HILL/Montgomery
  Watson

  	
   

  	
  CH2M HILL,
  Inc.

  Montgomery Watson

  	
   

  	
  50%

  50%

  	
   

  	
  COE

  	
   

  	
  91-1836582
  40$ INC

  	
   

  	
  1-1-97

  	
   

  	
  Active

  



 


16

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  INC

  	
   

  	
  Environmental
  Transportation Consultants (ETC)

  	
   

  	
  CH2M
  HILL Southeast, Inc. 

  Daniel, Mann, Johnson & Mendenhall (DMJM) Woodward-Clyde Federal
  Services, Inc. 

  (WCFS)

  	
   

  	
  42%

  45%

  13%

  	
   

  	
  DOT/RSPA/VOLPE
  National Transportation Systems Center (VNTSC)

  	
   

  	
  Environmental
  assessment, design and remediation of DOT facilities nationwide

  Transferred from INC to FGL June 1994, novated back to INC 1/1/97.

  	
   

  	
  05/20/93

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M/CSA,
  a Joint Venture

  	
   

  	
  CH2M HILL,
  INC CSA Group, Inc.

  CSA Architects and Engineers

  	
   

  	
  50%

  	
   

  	
  Puerto
  Rico Infrastructure Financing Authority (AFI)

  	
   

  	
  Infrastructure
  improvement project for Puerto Rico Aqueduct and Sewer Authority 66-0556454

  	
   

  	
  3-6-98

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M HILL/O-E,
  a Joint Venture.

  	
   

  	
  CH2M HILL
  Ocampo-Esta Corporation

  	
   

  	
  65%

  35%

  	
   

  	
  San
  Francisco Public Utilities Commission (SEPUC)

  	
   

  	
  Specialized
  engineering services as needed for PUC projects 84-1467069

  	
   

  	
  07/10/98

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  Water
  Infrastructure Construction Management, LLC

  	
   

  	
  CH2M HILL,
  Inc.

  (CH2M HILL) CSA Architects and Engineers, Inc.

  (CSA-A&E) CSA Field Services, Inc.

  (CSA-FS) H.B. Zachry Company (International) (HBZI)

  	
   

  	
  33 1/3%

  

  16 2/3%

  16 2/3%

  33 1/3%

  	
   

  	
  Puerto
  Rico Infrastructure Financing Authority (AFI)

  	
   

  	
  Infrastructure
  Improvement Project For

  	
   

  	
  5-15-00

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  2C
  Management LLC

  	
   

  	
  CH2M HILL,
  Inc.

  (CH2M) CSA Architects and Engineers (CSAAE) CSA Field Services, Inc.

  (CSAFS)

  H.B. Zachry Company (International) Inc.

  (HBZI)

  	
   

  	
  33 1/3%

  33 1/3%

  Included in CSA above

  

  33 1/3%

  	
   

  	
  AFI

  	
   

  	
  AFI
  Phase 3 construction program

  	
   

  	
  5-1-00

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M HILL-Kowelman,
  a Joint Venture

  	
   

  	
  CH2M HILL,
  INC

  Kowelman Engineering, Inc.

  	
   

  	
  67%

  33%

  	
   

  	
  Lambert-St
  Louis International Airport

  	
   

  	
  Design
  of the Natural Bridge Road East roadway design  84-1518662

  	
   

  	
  8/99

  	
   

  	
  Inactive

  



 


17

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  INC

  	
   

  	
  CH2M HILL
  and Tucker, Young, Jackson, Tull, Inc., a Joint Venture

  	
   

  	
  CH2M HILL
  Michigan, Inc. 

  Tucker, Young, Jackson, Tull Inc.

  	
   

  	
  57%

  43%

  	
   

  	
  Detroit
  Water and Sewerage Dept.

  	
   

  	
  professional
  consulting and engineering services to perform Contract No. CS-1278,
  comprehensive water master plan; F.E.I.N. is 84-1545963

  	
   

  	
  5-1-00

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M
  HILL/EMA Services Joint Venture

  	
   

  	
  CH2M
  HILL, New York, INC. 

  (CH2M HILL) EMA Services, Inc.

  (EMA)

  	
   

  	
  55%

  45%

  	
   

  	
  NYCDEP

  	
   

  	
  Consulting
  Engineering Services for Implementation of a CMMIS; F.E.I.N. is 84-1567748

  	
   

  	
  12-1-00

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CHS
  Designers, a Joint Venture

  	
   

  	
  CH2M HILL,
  Inc., a Florida Corporation 

  Hatch Mott MacDonald Inc., a Delaware Corporation STV Incorporated, a New
  York Corporation

  	
   

  	
  40%

  31%

  29%

  	
   

  	
  SLC
  Rail Constructors

  	
   

  	
  Design
  of the University LRT Line West/East Rail Project in SLC, UT

  	
   

  	
  4-24-00

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M HILL
  / CDM Joint Venture

  	
   

  	
  CH2M
  HILL New York Inc. 

  Camp Dresser & McKee

  	
   

  	
  50%

  50%

  	
   

  	
  City
  of New York

  	
   

  	
  Facility
  Planning Services for the North River WPCP Interim Upgrade 84-1562103

  	
   

  	
  6-14-00

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH2M HILL
  / CDM Joint Venture

  	
   

  	
  CH2M
  HILL Inc. 

  Campete

  	
   

  	
  50%

  50%

  	
   

  	
  California

  	
   

  	
   

  	
   

  	
  11-3-01

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CCI/CH2M,
  LLC

  	
   

  	
  CH2M
  HILL, Inc.

  CCI (Alaska), Inc.

  	
   

  	
  49%

  51%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INC

  	
   

  	
  Lake
  Tahoe Environmental Improvement Program (EIP)

  	
   

  	
  Parsons
  CH2M HILL, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  Tahoe
  Regional Planning Agency(TRPA)

  	
   

  	
  Engineering,
  permitting & environmental construction managenment services

  	
   

  	
  11-30-01

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  CH:
  CDM, a Joint Venture

  	
   

  	
  CH2M
  HILL & CAMP  DRESSER & MCKEE,
  INC.

  	
   

  	
  50%

  50%

  	
   

  	
  City
  of Los Angles

  	
   

  	
  Wastewater
  facilities Plan, EIR and Financial Plan for the Bureau of Sanitation, City of
  Los Angles

  	
   

  	
  TBD

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  Milwaukee
  Transportation Partners, LLC

  	
   

  	
  CH2M
  HILL, Inc.

  HNTB Corporation

  	
   

  	
  50%

  50%

  	
   

  	
  Wisconsin
  Department of Transportation

  	
   

  	
  Design
  for reconstruction of downtown Milwaukee freeway system, including the
  Marquette interchange

  	
   

  	
  6-5-01

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  TAHOE
  MANAGEMENT SERVICES TEAM

  	
   

  	
  CH2M
  HILL INC. 

  PARSONS INFRASTRUCTURE & TECHNOLOGY GROUP

  	
   

  	
  50%

  50%

  	
   

  	
  Operation,
  consulting and engineering services.

  	
   

  	
  City
  of Sacramento

  	
   

  	
  11-30-01

  	
   

  	
  Active

  



 


18

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  INC

  	
   

  	
  BPC
  Airport Partners

  	
   

  	
  Bowman
  Barrett & Associates CH2M HILL Inc.

  Primera Engineers, Ltd.

  DB Sterlin Consultants, Inc.

  	
   

  	
  37.88%

  34.47%

  21.97%

  5.68%

  	
   

  	
  Chicago
  O’Hare International Airport

  	
   

  	
  Engineering
  services

  	
   

  	
  1-03

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  WATER
  RELIABILITY PTSHP

  	
   

  	
  CH2M
  HILL INC. 

  CHEN Partnership

  	
   

  	
  22%

  78%

  	
   

  	
  Various
  water treatment projects.

  	
   

  	
  Consulting
  engineering services.

  	
   

  	
  9-12-76

  	
   

  	
  Active

  
	
  INC

  	
   

  	
  REISS
  REMEDIATION COMPANY

  	
   

  	
  CH2M
  HILL INC.

  	
   

  	
  10%

  	
   

  	
   

  	
   

  	
  O&D

  	
   

  	
  1-2-98

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OMI

  	
   

  	
  MANAGEMENT
  SIMO, Inc.

  	
   

  	
  OPERATIONS
  MANAGEMENT INTERNATIONAL, Inc.

  Desau, Inc.

  	
   

  	
  49%

  

  51%

  	
   

  	
  Provinces
  of Quebec and New Brunswick

  	
   

  	
  Management
  and service of WWTP (Item 416 on NI Matrix)

  	
   

  	
  09/28/94

  	
   

  	
  Active

  
	
  OMI

  	
   

  	
  REK/OMI
  Servicos Ambientais, S.A.

  	
   

  	
  REK-
  Construtora Ltda. 

  Operations Management International, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  Prefeitura
  de Ribeirao Preto & DAERO

  	
   

  	
  Operations
  of wastewater treatment plant in Brazil

  	
   

  	
  12/14/95

  	
   

  	
  Active

  
	
  OMI

  	
   

  	
  OMI
  Atlanta, LLC

  	
   

  	
  OMI,
  Inc. R & D Developmental Consultants, Inc.

  Thames Water Holdings, Inc.

  	
   

  	
  50%

  25%

  25%

  	
   

  	
  City
  of Atlanta

  	
   

  	
  Operations
  and management

  	
   

  	
  6-15-98
  dissolved 

  9-14-01 – inactive company

  	
   

  	
  Inactive – project not awarded

  
	
  OMI

  	
   

  	
  Aqua
  Production- Technologies Co. (H2O-Que-Tech Inc.)

  	
   

  	
  SIMO
  Dessau Soprin

  	
   

  	
  20%

  80%

  	
   

  	
  Canadian
  Potential Clients

  	
   

  	
  Operations
  and management

  	
   

  	
  Merged
  into Management SIMO, Inc.

  	
   

  	
  Inactive

  
	
  OMI

  	
   

  	
  Aquacersm
  Societe De Gestion Du Cers Inc.

  	
   

  	
  SIMO
  Dessau Soprin

  	
   

  	
  33%

  67%

  	
   

  	
  Canadian
  Potential Clients

  	
   

  	
  Operations
  and management

  	
   

  	
  Merged
  into Management SIMO, Inc.

  	
   

  	
  Inactive

  
	
  OMI

  	
   

  	
  OMI
  MANAGEMENT INTERNATIONAL ISRAEL (OMETZ)

  	
   

  	
  Operations
  Management International Israel Ltd. 

  Ma’amatz Promotion Agriculture & Investments Ltd.

  	
   

  	
  50%

  

  50%

  	
   

  	
  Government
  of Israel

  	
   

  	
  Construction,
  operation, maintenance and financing of wastewater treatment plants and
  facilities.

  	
   

  	
  12-30-97

  	
   

  	
  Active

  



 


19

















 


	
  Entity

  	
   

  	
  Joint
  Venture

  	
   

  	
  Partners

  	
   

  	
  % of

  Interest

  	
   

  	
  Client

  	
   

  	
  Description
  of Operations

  	
   

  	
  Est.

  	
   

  	
  Job

  Completed

  
	
  OMI

  	
   

  	
  Operations
  Management International/Thames Water 
  Stockton, Inc.

  	
   

  	
  Operations
  Management International, Inc.

  Thames Water Stockton, Inc.

  	
   

  	
  50%

  50%

  	
   

  	
  California

  	
   

  	
  Construction,
  operation, and maintenance of wastewater treatment plants and facilities.

  	
   

  	
  1-16-03

  	
   

  	
  Active

  



 


20

















 


Exhibit 9.3.6A

to

Credit Agreement


 


Form of $53,000,000 Lease Documents


 


1.                                       Participation
Agreement dated as of July 2, 2001 by and among CH2M Hill, Inc., the
guarantors, the participants, the Owner Trustee and the Collateral Trustee.


 


2.                                       Annex
I to the Participation Agreement.


 


3.                                       Guaranty
dated as of July 2, 2001 made by Guarantors in favor of Meridian
26 Trust, the Owner Trustee, the Participants and the Collateral Trustee.


 


4.                                       Note
Purchase Agreement dated as of July 2, 2001 among the Owner Trustee, the
Participants and the Collateral Trustee.


 


5.                                       Trust
Agreement dated as of July 2, 2001 among the Owner Trustee and the
Participants.


 


6.                                       Property
Lease and Deed of Trust dated as of July 2, 2001 among the Owner Trustee,
and CH2M Hill, Inc., and the Public Trustee of Douglas County, Colorado.


 


7.                                       Assignment
of Lease and Rent dated as of July 2, 2001 from the Owner Trustee to the
Collateral Trustee.


 


8.                                       Deed
of Trust and Security Agreement with Assignment of Rents dated as of
July 2, 2001 from the Owner Trustee to the Public Trustee of Douglas
County, Colorado for the benefit of the Collateral Trustee.


 


9.                                       Construction
Agency Agreement dated as of July 2, 2001 among the Owner Trustee and CH2M
Hill, Inc.


 


10.                                 Construction
Agency Agreement Assignment dated as of July 2, 2001 from the Owner
Trustee to the Collateral Trustee.


 


11.                                 Construction
Documents Assignment dated as of July 2, 2001 from CH2M Hill, Inc. to the
Owner Trustee.


 

















 


Exhibit
9.3.6B

to

Credit Agreement


 


$23,000,000
Lease Documents


 


1.                                       Participation
Agreement (dated as of March 28, 2002) - including all Exhibits and Schedules.


 


2.                                       Construction
Agency Agreement (dated as of March 28, 2002) - including all Exhibits and
Schedules.


 


3.                                       Loan
Agreement (dated as of March 28, 2002) - including all Exhibits and Schedules.


 


4.                                       Lease,
Deed of Trust and Security Agreement between CH2M Hill Inc. and Wells Fargo
Bank Northwest, National Association, (dated as of March 28, 2002) - including
all Exhibits and Schedules.


 


5.                                       Structural
Guarantee by CH2M Hill, Inc. (dated as of March 28, 2002) - including all
Exhibits and Schedules.


 


6.                                       Guarantee
by CH2M Hill Companies, Ltd.. Operations Management International, Inc., and
CH-IM Hill Industrial Design & Construction, Inc. (dated as of March 28,
2002) - including all Exhibits and Schedules.


 


7.                                       Trust
Agreement by Wells Fargo Bank Northwest, National Association and Certificate
Holders (dated as of March 28, 2002)


 


8.                                       Assignment
of Lease and Rent and Security Agreement by Wells Fargo Bank Northwest,
National Association, as Certificate Trustee, to Wells Fargo Bank of Nevada,
National Association, as Collateral Agent (dated as of March 28, 2002)


 


9.                                       Deed
of Trust and Security Agreement with Assignment of Rents from Wells Fargo Bank
Northwest, National Association, as Trustee under the Meridian/Jamaica 27 Trust
2002-A to The Public Trustee of Douglas County, Colorado, as Trustee, for the
benefit of Wells Fargo Bank of Nevada, National Association, as Collateral
Agent (dated as of March 28, 2002)


 


10.                                 Certificate
Trustee Fee Letter (dated as of March 28, 2002)


 


11.                                 Collateral
Agent Fee Letter (dated as of March 28, 2002)


 


12.                                 Corporate
Resolutions of (a) CH2M Hill, Inc., (b) CH2M Hill Companies, Ltd., (c)
Operations Management International, Inc., and (d) CH2M Hill Industrial Design
& Construction, Inc. authorizing the $23,000,000 Operating Lease
transaction.


 

















 


SCHEDULE 9.7 (I)

TO PARTICIPATION AGREEMENT


 


EXISTING
INDEBTEDNESS OF CH2M HILL COMPANIES, LTD AND SUBSIDIARIES


 


	
   

  	
   

  	
  June 17,
  2005 maturity

  Participation

  	
   

  
	
   

  
	
  CH2M
  HILL Line of Credit

  	
   

  	
   

  	
   

  
	
  $125,000,000 Line of Credit

  	
   

  	
   

  	
   

  
	
  Banks:

  	
   

  	
   

  	
   

  
	
  Wells Fargo
  Bank, N.A.

  	
   

  	
  $

  	
  36,000,000

  	
   

  
	
  US Bank, N.A.

  	
   

  	
  35,000,000

  	
   

  
	
  Harris Trust and
  Savings Bank

  	
   

  	
  23,000,000

  	
   

  
	
  Bank of Tokyo –
  Mitsubishi

  	
   

  	
  19,000,000

  	
   

  
	
  Bank of America

  	
   

  	
  12,000,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  125,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CH2M HILL Companies, Ltd. Key
  Employee Notes 

  	
   

  	
  $

  	
  5,877,000

  	
   

  
	
  as of March 31,
  2003

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Acquisition Mtge Notes
  as of March 31, 2003

  	
   

  	
  $

  	
  3,701,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Financial Guarantees

  	
   

  	
   

  	
   

  
	
  CH2M HILL Canada

  	
   

  	
   

  	
   

  
	
  $1,600,000
  Canadian $ - Lease Line Guarantee

  	
   

  	
   

  	
   

  
	
  Lender – Compaq
  Leasing

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Other Items

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CH2M HILL, Inc.
  Operating Leases:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Operating Lease,
  March 13, 2013 maturity

  	
   

  	
   

  	
   

  
	
  Investors:

  	
   

  	
   

  	
   

  
	
  John Hancock
  Variable Life Insurance Co.

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Provident Life
  Insurance

  	
   

  	
  18,000,000

  	
   

  
	
  Provident Mutual
  Insurance

  	
   

  	
  5,000,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  53,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Operating Lease,
  September 28, 2008 maturity

  	
   

  	
   

  	
   

  
	
  Investors:

  	
   

  	
   

  	
   

  
	
  Bank of America,
  N.A.

  	
   

  	
  $

  	
  10,411,393.77

  	
   

  
	
  Harris Trust and
  Savings Bank

  	
   

  	
  10,411,393.77

  	
   

  
	
  Total

  	
   

  	
  20,822,787.54

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors of
  the two above Operating Leases:

  	
   

  	
   

  	
   

  
	
  CH2M HILL
  Companies, Ltd.

  	
   

  	
   

  	
   

  
	
  Operations
  Management International Inc.

  	
   

  	
   

  	
   

  
	
  Industrial
  Design Corporation

  	
   

  	
   

  	
   

  



 

















 


Exhibit
10.1


 


Material
Subsidiaries


 


CH2M Hill, Inc.


Operations Management
International, Inc.


CH2M Hill Industrial
Design & Construction, Inc.


 

















 


Exhibit
10.10


 


List of
Plans


 




	
  Name

  	
   

  	
  Type

  	
   

  	
  Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1)

  	
   

  	
  CH2M Hill Inc.

  	
   

  	
  Pension Plan

  	
   

  	
  Frozen

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2)

  	
   

  	
  IDC

  	
   

  	
  Pension Plan

  	
   

  	
  Frozen

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3)

  	
   

  	
  OMI

  	
   

  	
  Pension Plan

  	
   

  	
  Active

  






 

















 


Exhibit
14.1.1

to

Credit Agreement


 


Form of Assignment And Acceptance


 


Reference is made
to the $125,000,000 Senior Unsecured Revolving Credit Agreement (“Credit
Agreement”) 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 (as defined in the Credit Agreement), and Wells Fargo
Bank, National Association, as agent for itself and the other Lenders (in such
capacity, the “Agent”) which is dated as of July 28, 2003 (as amended,
supplemented or otherwise modified from time to time, the “Credit
Agreement”).  Terms defined in the
Credit Agreement are used herein with the same meaning.


 


The undersigned
“Assignor” and the “Assignee” agree as follows:


 


1.                                       The
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, an interest in and to the Assignor’s
rights and obligations under the Credit Agreement as of the date hereof equal
to the percentage interest specified on Schedule 1 hereto (which is
incorporated herein by reference) of all outstanding rights and obligations
under the Credit Agreement.  After
giving effect to such sale and assignment, the Assignee’s Commitment and
portion of the Loans owing to the Assignee will be as set forth on
Schedule 1 hereto.


 


2.                                       The
Assignor (i) represents and warrants that it is the legal and beneficial
owner of the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit
Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, the
Credit Documents or any other instrument or document furnished pursuant
thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Borrower, any of
its Subsidiaries or any other Obligor or the performance or observance by any
Borrower, any of its  Subsidiaries or
any other Obligor of any of its obligations under any Credit Document or any
other instrument or document furnished pursuant thereto; and (iv) attaches
the Note or Notes held by the Assignor and requests that the Agent exchange
such Note or Notes for a new Note or Notes payable (a) to the order of the
Assignee in an amount equal to the Commitment assumed and portion of the Loans
acquired (as applicable) by the Assignee pursuant hereto, and (b) to the
extent that any Commitment or portion of the Loans has been retained by the
Assignor, to the order of the Assignor in an amount equal to the Commitment and
portion of the Loans retained (as applicable) by the Assignor under the Credit
Agreement, in each case as specified on Schedule 1 hereto.


 

















 


3.                                       The
Assignee (i) confirms that it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements referred to in
Section 9.3 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will independently and
without reliance upon the Agent, the Assignor or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
the Credit Documents as are delegated to the Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental thereto;
and (v) agrees that it will perform in accordance with their terms all of
the obligations that by the terms of the Credit Documents are required to be
performed by it as a Lender.


 


4.                                       Following
the execution of this Assignment and Acceptance, it will be delivered to the
Agent for acceptance and recording by the Agent along with the processing and
recordation fee required to be paid by Assignee under the Credit
Agreement.  The effective date for this
Assignment and Acceptance (the “Effective Date”) shall be the date of
acceptance hereof by the Agent and the Parent, unless otherwise specified on
Schedule 1 hereto.


 


5.                                       Upon
such acceptance and recording by the Agent, as of the Effective Date,
(i) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the
extent provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.


 


6.                                       Upon
such acceptance and recording by the Agent, from and after the Effective Date,
the Agent shall make all payments under the Credit Agreement and the Notes in
respect of the interest assigned hereby (including, without limitation, all
payments of principal, interest and fees with respect thereto) to the Assignee.  The Assignor and Assignee shall make any and
all appropriate adjustments in payments under the Credit Agreement and the
Notes for periods prior to the Effective Date directly between themselves.


 


7.                                       This
Assignment and Acceptance shall be governed by, and construed in accordance
with, the laws of the State of Colorado.


 


8.                                       This
Assignment and Acceptance may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. 
Delivery of an executed counterpart of Schedule 1 to this Assignment and
Acceptance by telecopier shall be effective as delivery of a manually executed
counterpart of this Assignment and Acceptance.


 


2

















 


Executed as of the
           day of
                                ,
200     .


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
					



 


3

















 


The foregoing
Assignment and Acceptance is accepted this
        day of
                                ,
200      .


 


 


	
   

  	
  WELLS FARGO
  BANK, NATIONAL

  ASSOCIATION, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Its:

  	
   

  
					



 


 


The foregoing
Assignment and Acceptance is accepted this
        day of
                                ,
200      .


 


 


	
   

  	
  CH2M HILL
  COMPANIES, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Its:

  	
   

  
					



 


4

















 


SCHEDULE 1

TO

ASSIGNMENT AND ACCEPTANCE


 


	
  Percentage
  interest assigned:

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Assignee’s
  Commitment:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate
  outstanding principal amount of Revolving Credit Loans assigned:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate
  outstanding principal amount of Swing Line Loans assigned:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Principal
  amount of Revolving Credit Note payable to Assignee:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Principal
  amount of Revolving Credit Note payable to Assignor:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Principal
  amount of Swing Line Note payable to Assignee:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Principal
  amount of Swing Line Note payable to Assignor:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Effective
  Date (if other than date of acceptance by Agent):