Exhibit
10.1




 


CH2M HILL COMPANIES, LTD.

CH2M HILL, INC.

OPERATIONS MANAGEMENT INTERNATIONAL, INC.

CH2M HILL INDUSTRIAL DESIGN & CONSTRUCTION, INC.

LOCKWOOD GREENE, INC.

CH2M HILL CONSTRUCTORS, INC.





SENIOR UNSECURED
REVOLVING CREDIT AGREEMENT


dated as of September 29,
2006


WELLS FARGO BANK,
NATIONAL ASSOCIATION, Agent and Arranger




 


















 


Table of Contents


	
  

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Definitions; Certain Rules of Construction

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  The Credits

  	
  20

  
	
   

  	
  2.1

  	
   

  	
  Revolving Credit

  	
  20

  
	
   

  	
  2.2

  	
   

  	
  Swing Line

  	
  23

  
	
   

  	
  2.3

  	
   

  	
  Currency Equivalents for Multicurrency LIBOR Loans

  	
  24

  
	
   

  	
  2.4

  	
   

  	
  Letters of Credit

  	
  25

  
	
   

  	
  2.5

  	
   

  	
  Application of Proceeds

  	
  30

  
	
   

  	
  2.6

  	
   

  	
  Option to Extend Final Maturity Date

  	
  30

  
	
   

  	
  2.7

  	
   

  	
  Increase in Commitments.

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

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

  	
  32

  
	
   

  	
  3.1

  	
   

  	
  Interest

  	
  32

  
	
   

  	
  3.2

  	
   

  	
  LIBOR Pricing Options

  	
  32

  
	
   

  	
  3.3

  	
   

  	
  Fees

  	
  35

  
	
   

  	
  3.4

  	
   

  	
  Computations of Interest and Fees

  	
  35

  
	
   

  	
  3.5

  	
   

  	
  Changes in Circumstances; Yield Protection

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Payment

  	
  39

  
	
   

  	
  4.1

  	
   

  	
  Payment at Maturity

  	
  39

  
	
   

  	
  4.2

  	
   

  	
  Voluntary Reductions and Prepayments

  	
  39

  
	
   

  	
  4.3

  	
   

  	
  Mandatory Prepayments

  	
  39

  
	
   

  	
  4.4

  	
   

  	
  Letters of Credit

  	
  40

  
	
   

  	
  4.5

  	
   

  	
  Reborrowing; Application of Payments, Etc

  	
  40

  
	
   

  	
  4.6

  	
   

  	
  Sharing of Payments, Etc.

  	
  41

  
	
   

  	
  4.7

  	
   

  	
  Records

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Appointment of the Parent; Authorized
  Representatives

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Subsidiary Co-Borrowers and Guarantees

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Relationship Among Borrowers

  	
  42

  
	
   

  	
  7.1

  	
   

  	
  JOINT AND SEVERAL LIABILITY

  	
  42

  
	
   

  	
  7.2

  	
   

  	
  Waivers of Defenses

  	
  43

  
	
   

  	
  7.3

  	
   

  	
  Other Transactions

  	
  43

  
	
   

  	
  7.4

  	
   

  	
  Actions Not Required

  	
  43

  
	
   

  	
  7.5

  	
   

  	
  No Subrogation

  	
  44

  
	
   

  	
  7.6

  	
   

  	
  Application of Payments

  	
  44

  
	
   

  	
  7.7

  	
   

  	
  Recovery of Payment

  	
  44

  
	
   

  	
  7.8

  	
   

  	
  Borrowers’ Financial Condition

  	
  44

  
	
   

  	
  7.9

  	
   

  	
  Bankruptcy of the Borrowers

  	
  44

  
	
   

  	
  7.10

  	
   

  	
  Limitation; Insolvency Laws

  	
  45

  



 



 i
 






 



 


	
  8.

  	
   

  	
  Conditions to Extending Credit

  	
  45

  
	
   

  	
  8.1

  	
   

  	
  Conditions on Initial Closing Date

  	
  45

  
	
   

  	
  8.2

  	
   

  	
  Conditions to Each Extension of Credit

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Covenants

  	
  47

  
	
   

  	
  9.1

  	
   

  	
  Conduct of Business, Etc.

  	
  47

  
	
   

  	
  9.2

  	
   

  	
  Insurance

  	
  47

  
	
   

  	
  9.3

  	
   

  	
  Financial Statements and Other Reporting

  	
  48

  
	
   

  	
  9.4

  	
   

  	
  Consolidated Net Worth

  	
  50

  
	
   

  	
  9.5

  	
   

  	
  Fixed Charge Coverage Ratio

  	
  50

  
	
   

  	
  9.6

  	
   

  	
  Leverage Ratio

  	
  50

  
	
   

  	
  9.7

  	
   

  	
  Indebtedness

  	
  50

  
	
   

  	
  9.8

  	
   

  	
  Liens

  	
  52

  
	
   

  	
  9.9

  	
   

  	
  Transactions with Affiliates

  	
  53

  
	
   

  	
  9.10

  	
   

  	
  Environmental Laws

  	
  53

  
	
   

  	
  9.11

  	
   

  	
  Payment of Taxes, Etc

  	
  54

  
	
   

  	
  9.12

  	
   

  	
  Preservation of Existence, Etc.

  	
  54

  
	
   

  	
  9.13

  	
   

  	
  Compliance with Terms of Leaseholds

  	
  54

  
	
   

  	
  9.14

  	
   

  	
  Material Subsidiaries

  	
  54

  
	
   

  	
  9.15

  	
   

  	
  Mergers, Etc.

  	
  54

  
	
   

  	
  9.16

  	
   

  	
  Sales, Etc. of Assets

  	
  54

  
	
   

  	
  9.17

  	
   

  	
  Investments

  	
  55

  
	
   

  	
  9.18

  	
   

  	
  Distributions, Etc.

  	
  55

  
	
   

  	
  9.19

  	
   

  	
  Limits on Capital Expenditures

  	
  56

  
	
   

  	
  9.20

  	
   

  	
  Charter and Bylaws Amendments; Resolutions

  	
  56

  
	
   

  	
  9.21

  	
   

  	
  Prepayments, Etc. of Indebtedness

  	
  56

  
	
   

  	
  9.22

  	
   

  	
  Preservation of Rights and Properties

  	
  56

  
	
   

  	
  9.23

  	
   

  	
  Payment of Obligations

  	
  56

  
	
   

  	
  9.24

  	
   

  	
  Maintenance of Properties

  	
  57

  
	
   

  	
  9.25

  	
   

  	
  ERISA

  	
  57

  
	
   

  	
  9.26

  	
   

  	
  Ownership of the Borrowers

  	
  57

  
	
   

  	
  9.27

  	
   

  	
  Pari Passu

  	
  57

  
	
   

  	
  9.28

  	
   

  	
  Lease Transactions

  	
  57

  
	
   

  	
  9.29

  	
   

  	
  Interest Rate Swap Agreements

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Representations and Warranties

  	
  57

  
	
   

  	
  10.1

  	
   

  	
  Organization and Business

  	
  58

  
	
   

  	
  10.2

  	
   

  	
  Financial Statements and Other Information

  	
  58

  
	
   

  	
  10.3

  	
   

  	
  No Material Adverse Effect

  	
  58

  
	
   

  	
  10.4

  	
   

  	
  Operations in Conformity with Law, Etc.

  	
  59

  
	
   

  	
  10.5

  	
   

  	
  Litigation

  	
  59

  
	
   

  	
  10.6

  	
   

  	
  Authorization and Enforceability

  	
  59

  
	
   

  	
  10.7

  	
   

  	
  No Legal Obstacle to Agreements

  	
  59

  
	
   

  	
  10.8

  	
   

  	
  Tax Returns

  	
  60

  
	
   

  	
  10.9

  	
   

  	
  Environmental Regulations

  	
  60

  
	
   

  	
  10.10

  	
   

  	
  Plans

  	
  61

  
	
   

  	
  10.11

  	
   

  	
  Consents or Approvals

  	
  61

  



 



 ii
 






 



 


	
  

  	
  10.12

  	
   

  	
  No Liens

  	
  61

  
	
   

  	
  10.13

  	
   

  	
  Business Authorizations

  	
  61

  
	
   

  	
  10.14

  	
   

  	
  Disclosure

  	
  62

  
	
   

  	
  10.15

  	
   

  	
  Solvency

  	
  62

  
	
   

  	
  10.16

  	
   

  	
  Investment Company Act

  	
  62

  
	
   

  	
  10.17

  	
   

  	
  Public Utility Holding Company Act

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Defaults

  	
  62

  
	
   

  	
  11.1

  	
   

  	
  Events of Default

  	
  62

  
	
   

  	
  11.2

  	
   

  	
  Certain Actions Following an Event of Default

  	
  65

  
	
   

  	
  11.3

  	
   

  	
  Annulment of Defaults

  	
  66

  
	
   

  	
  11.4

  	
   

  	
  Waivers

  	
  66

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Expenses; Indemnity

  	
  67

  
	
   

  	
  12.1

  	
   

  	
  Expenses

  	
  67

  
	
   

  	
  12.2

  	
   

  	
  General Indemnity

  	
  67

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  The Agent

  	
  68

  
	
   

  	
  13.1

  	
   

  	
  Authorization and Action

  	
  68

  
	
   

  	
  13.2

  	
   

  	
  Agent’s Reliance, Etc.

  	
  68

  
	
   

  	
  13.3

  	
   

  	
  Delegation of Duties

  	
  69

  
	
   

  	
  13.4

  	
   

  	
  Lender Credit Decision; Agent in its Individual
  Capacity

  	
  69

  
	
   

  	
  13.5

  	
   

  	
  Indemnification

  	
  70

  
	
   

  	
  13.6

  	
   

  	
  Successor Agents

  	
  70

  
	
   

  	
  13.7

  	
   

  	
  Agent May File Proofs of Claim

  	
  71

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Successors and Assigns; Lender Assignments and
  Participations

  	
  72

  
	
   

  	
  14.1

  	
   

  	
  Assignments by Lenders

  	
  72

  
	
   

  	
  14.2

  	
   

  	
  Credit Participants

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Confidentiality

  	
  75

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Notices.

  	
  76

  
	
   

  	
  16.1

  	
   

  	
  General

  	
  76

  
	
   

  	
  16.2

  	
   

  	
  Electronic Posting

  	
  76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Course of Dealing; Amendments and Waivers.

  	
  77

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Defeasance

  	
  78

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Venue; Service of Process

  	
  78

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  WAIVER OF JURY TRIAL

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Judgment Currency

  	
  79

  
	
   

  	
  21.1

  	
   

  	
  Conversion Requirements

  	
  79

  
	
   

  	
  21.2

  	
   

  	
  Change in Rate of Exchange

  	
  79

  



 



 iii
 






 



 


	
  22.

  	
   

  	
  Setoff

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  No Third Party Beneficiaries

  	
  80

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  Further Assurances

  	
  80

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  General

  	
  80

  



 


	
  Schedule I

  	
  List of Lenders

  
	
   

  	
   

  
	
  Exhibit 2.1.4

  	
  Form of Revolving Credit Note

  
	
   

  	
   

  
	
  Exhibit 2.2.2

  	
  Form of Swing Line Note

  
	
   

  	
   

  
	
  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 9.3.6A

  	
  $53,000,000 Lease Documents

  
	
   

  	
   

  
	
  Exhibit 9.3.6B

  	
  $23,000,000 Lease Documents

  
	
   

  	
   

  
	
  Exhibit 9.3.6C

  	
  2005 Lease Documents

  
	
   

  	
   

  
	
  Exhibit 9.7

  	
  Existing Indebtedness

  
	
   

  	
   

  
	
  Exhibit 9.17

  	
  Existing Investments

  
	
   

  	
   

  
	
  Exhibit 10.1

  	
  Material Subsidiaries

  
	
   

  	
   

  
	
  Exhibit 10.9

  	
  Environmental Regulations

  
	
   

  	
   

  
	
  Exhibit 10.10

  	
  Plans

  
	
   

  	
   

  
	
  Exhibit 14.1.1

  	
  Form of Assignment and Acceptance

  



 



 iv














 


SENIOR UNSECURED REVOLVING CREDIT AGREEMENT


This Agreement, dated as of September 29, 2006, 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, CH2M HILL INDUSTRIAL DESIGN & CONSTRUCTION,
INC., an Oregon corporation, LOCKWOOD GREENE, INC., a Delaware corporation and CH2M
HILL CONSTRUCTORS, INC., a Delaware corporation (each a “Borrower,” and
collectively, the “Borrowers”), the Lenders from time to time party
hereto, each in its capacity as a Lender and in its capacity as an Issuing
Bank, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as a Lender,
in its capacity as an Issuing Bank, in its capacity as agent for itself and the
other Lenders and in its capacity as 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)
references to Articles, Sections, subsections, Exhibits, Schedules and the
like, are to Articles, Sections and subsections of, or Exhibits or Schedules
attached to, this Agreement, (b) reference to any agreement (including the
Credit Documents), document or instrument means such agreement, document or
instrument as amended or modified and in effect from time to time in accordance
with the terms thereof (and, if applicable, in accordance with the terms hereof
and the other Credit Documents) and reference to any promissory note includes
any promissory note which is an extension or renewal thereof or a substitute or
replacement therefor, (c) the words “hereof”, “herein” and “hereunder” and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, (d)
references to a particular Section include all subsections thereof, (e) the
words “include”, “includes” and “including” shall be construed as “including
without limitation”, (f) accounting terms not otherwise defined herein have the
meaning provided under GAAP, (g) reference to any law, rule, regulation, order,
decree, requirement, policy, guideline, directive or interpretation means as
amended, modified, codified, replaced or reenacted, in whole or in part, and in
effect on the determination date, including rules and regulations promulgated
thereunder, (h) 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, (i) “or” has the inclusive meaning represented by the
phrase “and/or”, (j) references to “the date hereof” mean the date first set
forth above, and (k) defined terms include in the singular number the plural
and in the plural number the singular.


“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 (each
such period, a “Determination 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 



 1
 






 



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 are reasonably satisfactory to the Agent, then the
reported financial results of the Target for periods prior to the Permitted
Acquisition will be included in determining Adjusted EBITDA for any Determination
Period that includes any of such four quarters. 
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 any 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 (each
such period, a “Determination 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
period(s) including the four fiscal quarters ending at the quarter during which
the Permitted Acquisition occurs are reasonably satisfactory to the Agent, then
the reported financial results of the Target for periods prior to the Permitted
Acquisition will be included in determining Adjusted EBITDAR for any Determination
Period that includes any of such four quarters. 
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 any 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.



 2
 






 



“Agent” means
Wells Fargo in its capacity as agent for the Lenders hereunder, as well as its
successors in such capacity pursuant to Section 13.6.


“Agreement” means this 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:


	
  Pricing Ratio

  	
   

  	
  Applicable

  Base Rate Margin

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  >
  2.00 <3.00

  	
   

  	
  0.00

  	
  %

  
	
  >
  1.50 <2.00

  	
   

  	
  0.00

  	
  %

  
	
  >
  1.00 <1.50

  	
   

  	
  0.00

  	
  %

  
	
  <1.00

  	
   

  	
  <0.25>

  	
  %

  



 


“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 <3.00

  	
   

  	
  1.50

  	
  %

  
	
  > 1.50 <2.00

  	
   

  	
  1.25

  	
  %

  
	
  > 1.00 <1.50

  	
   

  	
  1.00

  	
  %

  
	
  <1.00

  	
   

  	
  0.75

  	
  %

  



 


“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



 3
 






 



(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
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.


“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
dealings are carried on in the London interbank market in the applicable
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
its principal office as its Prime Rate, with the understanding that the Prime
Rate is one of Wells Fargo’s base rates and serves as the basis upon which
effective rates of interest are calculated for those loans making reference
thereto, and is evidenced by the recording thereof in such internal publication
or publications as Wells Fargo may designate, with any change in the rate of
interest to become effective on the date each Prime Rate change is announced
within Wells Fargo, 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.



 4
 






 



“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.


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


“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.



 5
 






 



“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
and recorded in the Register.


“Communications” is defined in
Section 16.2.


“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.


“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;



 6
 






 



(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.


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


“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.


“Environmental Laws” means all applicable
foreign, 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.


“Equivalent Amount” means, with respect to any
currency at any date, the equivalent in United States Dollars of such currency,
calculated on the basis of the arithmetic mean of the buy and sell spot rates
of exchange of the Agent in the London interbank market (or other market where
the Agent’s foreign exchange operations in respect of such currency are then
being conducted) for such other currency at or about 11:00 a.m. (local time
applicable to the 



 7
 






 



transaction in question)
on the date on which such amount is to be determined, rounded up to the nearest
amount of such currency as determined by the Agent from time to time; provided,
however, that if at the time of any such determination, for any reason,
no such spot rate is being quoted, the Agent may use any reasonable method it
deems appropriate to determine such amount, and such determination shall be
conclusive absent manifest error.


“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; (f) a contribution failure occurs with respect to any
Plan sufficient to give rise to a Lien under Section 302(f) (or, effective
January 1, 2008, Section 303(k)) of ERISA or 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 or (g) an ERISA Group Person
creates, or, with respect to a Pension Plan other than a Multiemployer Plan,
permits the creation of any accumulated funding deficiency, that is not
waived.  


“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.


“Event of Default” is defined in
Section 11.1.


“Federal Funds Rate” means, for any day, the
fluctuating interest rate per annum (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.


“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 September 30, 2011,
or such later date to which the Final Maturity Date has been extended in
accordance with Section 2.6.



 8
 






 



“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 Lenders in
the London Interbank Market.  The Lenders
approve each of the following as a Foreign Currency:  Canadian Dollars, Euros, Sterling, Australian
Dollars, Hong Kong Dollars and Singapore Dollars.


“Foreign Indebtedness” is defined in Section
9.7.13.


“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 financial 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
recourse indebtedness 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;


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.



 9
 






 



“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.


“Increase Effective Date” is defined in Section
2.7.4.


“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 (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 September 29,
2006.


“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 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.



 10














 


“Interest Period” means, as to LIBOR Loans, a
period of two weeks or 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, (c) except with respect
to two week Interest Periods, 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, and (d) in no event may Interest Periods be
selected with respect to LIBOR Loans which, in the aggregate, would require
payment of fees under Section 3.2.4 in order to make required principal
payments.


“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 any Lender, as applicable,
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 (a)
the U.S. Dollar Equivalent of $200,000,000 less the current Letter of Credit
Exposure, or (b) 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 Borrower or Subsidiary
operates, 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 and the Swing Line Lender and
each Lender in its capacity as an Issuing Bank, and such other Persons who may
from time to time own a Percentage Interest in the Credit Obligations, but the
term “Lender” will not include any Credit Participant.


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


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



 12
 






 



“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 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 a member bank of the Federal Reserve System, with deposits comparable in
amount to those held by the Agent, 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. 
The rate of interest applicable to any outstanding LIBOR Loans shall be
adjusted automatically on and as of the effective date of any change in the
LIBOR Reserve Rate.


“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;



 13
 






 



(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


(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 for the
preceding twelve (12) months, calculated as of June 30th and December 31st of
each year, are greater than $100,000,000.


“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) $150,000,000 less (a) the U.S. Dollar Equivalent of the aggregate
outstanding balance of all Multicurrency LIBOR Loans and (b) the U.S. Dollar
Equivalent of the aggregate Letter of Credit Exposure related to Letters of
Credit issued in currencies other than United States Dollars, 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 



 14
 






 



contributions, or has within any of the preceding five
plan years made or accrued an obligation to make contributions.


“Net Issuance Proceeds” means, in respect of
any issuance of equity securities, cash proceeds received in connection
therewith, net of underwriting discounts and reasonable out-of-pocket costs and
expenses paid or incurred in connection therewith in favor of any Person not an
Affiliate of a Borrower, or if an Affiliate of a Borrower then provided only
that such costs and expenses are reasonable and are incurred on an arm’s length
basis.


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


“Notice” is defined in Section 16.2.


“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.


“OFAC” is defined in Section 9.1.2.


“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.


“Pension Plan” means any employee pension
benefit plan as defined in Section 3(2) of ERISA (including a Multiemployer
Plan) and to which an ERISA Group Person may have any liability including by
reason of having been a substantial employer within the meaning of Section 4063
of ERISA at any time within the preceding five (5) years or by reason of being
deemed to be a contributing sponsor under Section 4069 of ERISA.


“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 (including
Letter of Credit Exposure) owing to all Lenders.


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


(a)           Such
proposed Permitted Acquisition does not cause the aggregate cash purchase price
of all Acquisitions in any one calendar year to equal or exceed $100,000,000; provided
that the Required Lenders will not unreasonably withhold their 



 15
 






 



consent to
additional Acquisitions and the Agent shall receive at least 10 days’ prior
written notice of any proposed Permitted Acquisition for which the cash
consideration exceeds $15,000,000;


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


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


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


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


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


“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 all employee benefit plans within
the meaning of Section 3(3) of ERISA maintained or contributed to by each ERISA
Group Person.  


“Platform” is defined in
Section 16.2.


“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.


“Project” means each contractual arrangement
between a client and the Parent or a Subsidiary for the performance of services
(including design, engineering, procurement, 



 16
 






 



construction program management and any other services
that the Parent or a Subsidiary provides to its clients in the ordinary course
of business).


“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 more than 50% of the
Percentage Interests.


“Revolving Credit Loan” is defined in Section
2.1.1.


“Revolving Credit Notes” is defined in
Section 2.1.4.


“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 Obligations, 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 Obligations at any time under this
definition, 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.



 17
 






 



“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) $20,000,000 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 2.2.1.


“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.


“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 the sum of all
Indebtedness of the Parent and its Subsidiaries less (a) for any single
Project, the aggregate face amount of all issued and outstanding performance
Letters of Credit with a face amount of less than $5,000,000 and (b) for
Projects that are cross-defaulted to one or more other Projects (“Cross-Defaulted
Projects”) the aggregate face amount of all issued and outstanding
performance Letters of Credit with combined face amounts of less than
$5,000,000; to the extent that the aggregate face amount of such Letters of
Credit described in (a) and (b) is less than $100,000,000.  For the purposes of computing Total Funded
Debt, the entire amount of any performance Letter of Credit equal to or in
excess of $5,000,000 and the entire combined amount of any performance Letters
of Credit issued for any single Project or for any Cross-Defaulted Projects
that together equal or exceed $5,000,000 shall be included in Indebtedness.


“U.S. Dollar Equivalent” means, with respect to
any currency at any date, (i) the amount of such currency if such currency is
United States Dollars or (ii) the Equivalent Amount thereof if such currency is
any currency other than United States Dollars.


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



 18
 






 



“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 <3.00

  	
   

  	
  0.25

  	
  %

  
	
  > 1.50 < 2.00

  	
   

  	
  0.20

  	
  %

  
	
  > 1.00 < 1.50

  	
   

  	
  0.15

  	
  %

  
	
  < 1.00

  	
   

  	
  0.10

  	
  %

  






 


“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.


“2005 Lease Documents” means those documents
listed on Exhibit 9.3.6C.


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


“2005 Lease Transaction” means the lease
transaction entered into on or about October 19, 2005, by the Borrowers and
certain other parties pursuant to the 2005 Lease Documents, for the purpose of
constructing, financing the construction of, and leasing to CH2M HILL, INC. a
new building for the Borrowers in Douglas County, Colorado.


“$23,000,000 Lease Documents” means those
documents listed on Exhibit 9.3.6B.


“$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.


“$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.



 19














 


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, with respect to
LIBOR Loans, 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 plus the Letter of Credit
Exposure 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 $250,000,000, unless this amount is increased or
reduced pursuant to Sections 2.7, 3.5, 4.2.1 or 14, in which event it means
such higher or lower amount.  Each
reduction of the Maximum Amount of Credit shall ratably reduce each Lender’s
Commitment.


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 $1,000,000 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 



 20
 






 



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 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 or convert a
LIBOR Loan that fails to comply with the terms of this Agreement (including the
minimum amounts and the time periods in Section 2.1.3 and 3.2.1) as if such
LIBOR Loan is a new LIBOR Loan 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 



 21
 






 



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 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 based on its
Percentage Interest.  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 



 22
 






 



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 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, at the Swing Line Lender’s discretion, upon written or telephonic
notice from the Parent to the Lending Officer of 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 2:00 p.m. (Denver time), or if received after 2:00 p.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 $20,000,000, dated the Initial Closing Date and
substantially in the form of Exhibit 2.2.2 (the “Swing Line Note”),
payable to 



 23
 






 



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 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 



 24
 






 



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, each Issuing Bank will issue for the account of the Borrowers
standby financial and standby performance letters of credit (the “Letters of
Credit”).  No Issuing Bank will issue
a Letter of Credit to the extent that the face amount of such requested Letter
of Credit exceeds the LC Available Credit, or with respect to Letters of Credit
issued in currencies other than United States Dollars, the Multicurrency
Available Credit.


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



 25
 






 



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


2.4.4        Lenders’
Participation in Letters of Credit. 
Upon the issuance of any Letter of Credit (or an amendment of a Letter
of Credit increasing the amount thereof), a participation therein, in an amount
equal to each Lender’s Percentage Interest multiplied by the face amount of
such Letter of Credit (which amount shall be the U.S. Dollar Equivalent of such
face amount, if the Letter of Credit is issued in a currency other than United
States Dollars and which amount will change from time to time as the U.S.
Dollar Equivalent of the face amount of such Letter of Credit changes), will
automatically be deemed granted by the Issuing Bank to each Lender on the date
of such issuance and the Lenders will automatically be obligated, as set forth
in Section 2.4.6 and Section 13.5, to reimburse such Issuing Bank to the extent
of their respective Percentage Interests in such Letter of Credit for all
obligations incurred by such Issuing Bank to third parties in respect of such
Letter of Credit not reimbursed by the Borrowers.  The Agent will send to each Lender a report
regarding the participations in Letters of Credit outstanding during each
month.  Each Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this Section
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a
Default or reduction or termination of the Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.


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



 26
 






 



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


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



 27
 






 



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


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


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


2.4.9        Obligations
Absolute.  The Borrowers’ obligations
under this Section 2.4 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which any Borrower may have or have had against any Issuing Bank, any
Lender or any beneficiary of a Letter of Credit.  The Borrowers further agree with the Issuing
Banks and the Lenders that the Issuing Banks and the Lenders shall not be responsible
for, and the reimbursement obligations of the Borrowers under any Letter of
Credit shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even if such documents
should in fact prove to be in any or all respects invalid, fraudulent or
forged, or any dispute between or among any Borrower, any Borrower’s
Affiliates, the beneficiary of any Letter of Credit or any financing
institution or other party to whom any Letter of Credit may be transferred or
any claims or defenses whatsoever of any Borrower or of any Borrower’s
Affiliates against the beneficiary of any Letter of Credit or any such
transferee.  The Issuing Banks shall not
be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in
connection with any Letter of Credit. 
The Borrowers agree that any action taken or omitted by any Issuing Bank
or any Lender under or in connection with each Letter of Credit and the related
drafts and documents, if done without gross negligence or willful misconduct,
shall be binding upon each Borrower and shall not put any Issuing Bank or any
Lender under any liability to any Borrower. 
Nothing in this Section 2.4.9 is intended to limit the right of the
Borrowers to make a claim against any 



 28
 






 



Issuing Bank for damages as contemplated by
the proviso to the first sentence of Section 2.4.11.


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


2.4.11      Indemnification.  Each Lender severally agrees to indemnify
each Issuing Bank (to the extent not promptly reimbursed by the Borrowers) to
the extent of such Lender’s Percentage Interest from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that
may be imposed on, incurred by, or asserted against such Issuing Bank by reason
of or in connection with the issuance, execution and delivery or transfer of or
payment or failure to pay under any Letter of Credit or any actual or proposed
use of any Letter of Credit, including, without limitation, any claims,
damages, losses, liabilities, costs or expenses which any Issuing Bank may
incur by reason of or in connection with (a) the failure of any other Lender to
fulfill or comply with its obligations to any Issuing Bank hereunder (but
nothing herein contained shall affect any rights the Borrowers may have against
any defaulting Lender) or (b) by reason of or on account of any Issuing Bank
issuing any Letter of Credit which specifies that the term “Beneficiary”
included therein includes any successor by operation of law of the named
Beneficiary, but which Letter of Credit does not require that any drawing by any
such successor Beneficiary be accompanied by a copy of a legal document,
satisfactory to the applicable Issuing Bank, evidencing the appointment of such
successor Beneficiary; provided that the Borrowers shall not be required to
indemnify any Lender, any Issuing Bank or the Agent for any claims,
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements, and no Lender shall be liable for any
portion of such claims, liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements, resulting from
such Issuing Bank’s gross negligence or willful misconduct.  Without limitation of the foregoing, each
Lender agrees to reimburse any Issuing Bank promptly upon demand for its
Percentage Interest of any costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) payable by the Borrowers under Section
12.1 or 12.2 with respect to a Letter of Credit issued by such Issuing Bank, to
the extent that such Issuing Bank is not promptly 



 29
 






 



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


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


2.5           Application
of Proceeds.


2.5.1        Loan.  The Borrowers will apply the proceeds of the
Loans to refinance existing Indebtedness incurred pursuant to that certain
$125,000,000 Senior Unsecured Revolving Credit Agreement by and among certain
Borrowers, certain Lenders and Wells Fargo as agent and lead arranger, dated as
of July 28, 2003, as amended to date, to pay fees and expenses incurred in
connection with the Credit Documents and for working capital and 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.


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.


2.7           Increase
in Commitments.


2.7.1        Request for Increase.  Provided there exists no Default or no
Default would occur as a result of such increase, upon notice to the Agent from
the Parent’s Chief Financial Officer (which shall promptly notify the Lenders),
the Borrowers may from time to time, request an increase in the Total
Commitment by an amount (for all such 



 30
 






 



requests) not
exceeding $100,000,000; provided that (a) any such request for an increase
shall be in a minimum amount of $10,000,000, (b) the Borrower may make a
maximum of three such requests and (c) that the aggregate of all such requests
does not exceed $100,000,000.  At the
time of sending such notice, the Borrowers (in consultation with the Agent)
shall specify the time period within which each Lender is requested to respond
(which shall in no event be less than ten Banking Days from the date of
delivery of such notice to the Lenders).


2.7.2        Lender Elections to
Increase.  Each Lender shall notify
the Agent within such time period whether or not it agrees to increase its
Commitment and, if so, whether by an amount equal to, greater than, or less
than its Percentage Interest of such requested increase.  Any Lender not responding within such time
period shall be deemed to have declined to increase its Commitment.


2.7.3        Notification by Agent;
Additional Lenders.  The Agent shall
notify the Borrowers and each Lender of the Lenders’ responses to each request made
hereunder.  To achieve the full amount of
a requested increase and subject to the approval of the Agent (which approvals
shall not be unreasonably withheld), the Borrower may also invite another
Person to become Lenders pursuant to a joinder agreement in form and substance
satisfactory to the Agent and its counsel.


2.7.4        Effective Date and
Allocations.  If the Total Commitment
is increased in accordance with this Section, the Agent and the Borrowers shall
determine the effective date (the “Increase Effective Date”) and the
final allocation of such increase.  The
Agent shall promptly notify the Borrowers and the Lenders of the final
allocation of such increase and the Increase Effective Date.


2.7.5        Conditions to
Effectiveness of Increase.  As a
condition precedent to such increase, the Borrowers shall (i) pay to the Agent
for the account of each Lender in accordance with its Percentage Interest, an
increase fee in an amount determined by the Agent following delivery by the
Borrowers of the increase request, and (ii) deliver to the Agent such fully
executed agreements, documents and instruments as may be reasonably requested
by the Agent in connection with such increase, together with a certificate
dated as of the Increase Effective Date signed by an Authorized Representative,
(A) certifying and attaching the resolutions adopted by each Borrower approving
or consenting to such increase, and (B) certifying that, before and after
giving effect to such increase, (I) the representations and warranties contained
in Article 10 and the other Credit Documents are true and correct on and as of
the Increase Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and (II) no Default exists.  The Borrower shall prepay any Loans
outstanding on the Increase Effective Date (and pay any additional amounts
required hereunder) to the extent necessary to keep the outstanding Loans
ratable with any revised Percentage Interests arising from any non-ratable
increase in the Commitments under this Section.


2.7.6        Conflicting Provisions.  This Section shall supersede any provisions
in Sections 4.6 or 17 to the contrary.



 31














 


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 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 



 32
 






 



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 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; and


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



 33
 






 



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
Sections 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 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 



 34
 






 



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, without taking into consideration any outstanding Swing Loan, 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 the face amount of each standby financial
or standby performance Letter of Credit multiplied by the Applicable LIBOR
Margin per annum applied for a period equal to the term of such Letter of
Credit, which fees shall be payable quarterly in arrears thereafter; provided,
however, that if the face amount of a Letter of Credit is reduced during
any quarter to an amount that exceeds $0.00, the fees payable for such quarter
shall be payable as if such reduction had not been made and thereafter such
fees shall be reduced pro rata as a result of such reduction.  The Borrowers will pay to the applicable
Issuing Bank, for its own account, fees upon the occurrence of certain activity
with respect to any Letter of Credit, including, without limitation, the
transfer, cancellation or amendment of any Letter of Credit, determined in
accordance with such Issuing Bank’s standard fees and charges then in effect.


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 



 35
 






 



(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 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, 



 36
 






 



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 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 



 37
 






 



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 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.



 38
 






 



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 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
Reductions and Prepayments.


4.2.1        Voluntary Permanent
Reduction or Termination.  The
Borrowers may, through the Parent’s Chief Financial Officer 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 (a) in the case of Base
Rate Loans, $1,000,000 and an integral multiple of $100,000, or such lesser
amount as is then outstanding, and (b) in the case of Dollar LIBOR Loans,
$2,000,000 and an integral multiple of $500,000, or such lessor amount as is
then outstanding, or in the case of Multicurrency LIBOR Loans, the U.S. Dollar
Equivalent thereof, in each case, 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 prior notice of the Borrowers’ intention to prepay a Base Rate
Loan on or before 11:00 a.m. Colorado time on the Banking Day the Borrowers
intend to make such prepayment and prior notice of its intention to prepay a
LIBOR Loan at least three Banking Days prior to the Banking Day on which the
Borrowers intend to make such prepayment, specifying the date of payment, the
total amount of the Base Rate Loan or LIBOR Loan to be paid on such date and
the amount of interest to be paid with such prepayment.


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 or the Dollar Equivalent of the Multicurrency LIBOR
Loans plus the Letter of Credit Exposure related to Letters of Credit
issued in currencies other than United States Dollars exceeds $150,000,000, the
Borrowers shall immediately make a principal payment to the Agent for the
account of the Lenders, in the applicable currencies other than United States
Dollars, in an amount sufficient to reduce the Converted Principal Amount and
the U.S. Dollar Equivalent of the Multicurrency LIBOR Loans plus the
Letter of Credit Exposure related to Letters of Credit issued in currencies
other than United States Dollars to less than or equal to $150,000,000.  If at any time the 



 39
 






 



aggregate outstanding principal amount of the Swing
Line Loans exceeds the $20,000,000, the Borrowers shall immediately make a
principal payment to the Agent for the account of the Swing Line Lender in an
amount sufficient to reduce the Swing Line Loans to less than or equal to
$20,000,000.  Upon an issuance or sale of
equity securities by a Borrower or a Guarantor (other than those equity
securities issued (i) pursuant to a bonus or incentive program, (ii) to another
Borrower or Subsidiary, (iii) to an employee, director or consultant of a
Borrower, Subsidiary or an Affiliate or (iv) to any benefit plans established
for an employee, director or consultant of a Borrower, Subsidiary or an
Affiliate), the Borrowers shall immediately prepay the Loans in an amount equal
to the lesser of (a) the outstanding principal amount of the Loans or (b) an
amount equal to 100% of the Net Issuance Proceeds of such issuance or sale.


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


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


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


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


in each case in an amount equal to 105% of the Letter
of Credit Exposure related to each such Letter of Credit at such date.  The applicable Issuing Bank will notify the
Agent in writing promptly of the deposit of such cash or collateral or the
delivery of such standby letter of credit. 
Upon the receipt of such notice, each such Letter of Credit will
automatically be deemed to no longer be a Letter of Credit hereunder, the
related reimbursement obligations shall cease to be Credit Obligations, and all
obligations of each Lender under this Agreement with respect to each such
Letter of Credit will automatically be deemed to be released and terminated.
Any such cash so deposited and the cash proceeds of any draw under any letter
of credit so furnished, including any interest thereon, will be returned by the
applicable Issuing Bank to the Borrowers only when, and to the extent that, the
amount of such cash held by the applicable Issuing Bank exceeds 105% of the
Letter of Credit Exposure related to each such Letter of Credit at such time
and all other Credit Obligations have been paid in full.


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 



 40
 






 



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
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.



 41














 


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


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
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 Revolving Credit Notes, 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 (each, a “Subsidiary
Guarantee”).


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 



 42
 






 



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 any
Issuing Bank to issue Letters of Credit shall have expired or been terminated
and all outstanding Letters of Credit shall have expired or the liability of
the Issuing Bank thereon shall have otherwise been discharged.  The purpose and intent of this Agreement is
that the Credit Obligations constitute the direct and primary obligations of
each Borrower and that the covenants, agreements and all obligations of each
Borrower hereunder be absolute, unconditional and irrevocable.  Each Borrower shall be and remain liable for
any deficiency remaining after foreclosure of any mortgage, deed of trust or
security agreement securing all or any part of the Credit Obligations, whether
or not the liability of any other Person for such deficiency is discharged
pursuant to statute, judicial decision or otherwise.


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 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 



 43
 






 



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.


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 any 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 



 44
 






 



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 Lien 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 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 



 45
 






 



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        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, as
determined by the Agent.  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, as determined by the Agent.


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


8.1.7        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, 2005; 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, a
Swing Line Loan or a Letter of Credit is requested, in each case signed by a
Financial Officer.



 46
 






 



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 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.  Each Borrower will (a) ensure, and cause each
of its Subsidiaries to ensure, that no stockholder (other than any stockholder
of the Parent that is, 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 less than 5% 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)), shall be listed on the Specially Designated
Nationals and Blocked Person List or other similar lists maintained by the
Office of Foreign Assets Control (“OFAC”), the Department of the
Treasury or included in any Executive Orders, (ii) not use or permit the use of
the proceeds of the Loans or any other financial accommodation hereunder from
any Lender to violate any of the foreign asset control regulations of OFAC or
other applicable law, (iii) comply, and cause each of its Subsidiaries to
comply, with all applicable Bank Secrecy Act laws and regulations, as amended
from time to time, and (iv) otherwise comply with the USA Patriot Act as
required by federal law and the Agent’s policies and practices.


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 



 47
 






 



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 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 



 48
 






 



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 $10,000,000, or (b) which has, or creates a material
risk of having, a Material Adverse Effect. 
Promptly upon acquiring knowledge thereof, the Borrowers will notify the
Lenders of the existence of any Default or event which creates a material risk
of a Material Adverse Effect, specifying the nature thereof and what action the
Borrowers have taken, are taking or propose to take with respect thereto.


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


9.3.7        Foreign
Indebtedness.  Within five (5) days
after the execution of any documents evidencing Foreign Indebtedness, the
Parent will deliver a complete, fully executed copy of such documents to the
Agent.


9.3.8        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 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 



 49
 






 



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) 85% of Consolidated Net Worth as of
June 30, 2006, (b) 50% of Consolidated Net Income for each subsequent fiscal
quarter commencing with the fiscal quarter ending June 30, 2006, excluding any
fiscal quarters in which Consolidated Net Income is negative, and (c) an amount
equal to 100% of the Net Issuance Proceeds received in connection with the
issuance or sale by any Borrower or Guarantor of equity securities (other than
those equity securities issued (i) pursuant to a bonus or incentive program,
(ii) to another Borrower or Subsidiary, (iii) to an employee, director or
consultant of a Borrower, Subsidiary or an Affiliate or (iv) to any benefit
plans established for an employee, director or consultant of a Borrower,
Subsidiary or an Affiliate).


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 1.75 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 3.00 to 1.00.


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


9.7.1        Indebtedness
in respect of the Credit Obligations;


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;



 50














 


9.7.3        Key
Employee Notes;


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


9.7.5        Intercompany
loans made by and between the Parent and its Subsidiaries and by and between
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 evidence satisfactory to the Required Lenders 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, the
$23,000,000 Lease Transaction and the 2005 Lease Transaction;


9.7.12      Earnouts
incurred in connection with Permitted Acquisitions;


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



 51
 






 



Foreign Indebtedness, (b) such Foreign
Indebtedness is pari passu or junior in right of payment to the Indebtedness in
respect of the Credit Obligations and the financial covenants related to such
Foreign Indebtedness are no more restrictive than those set forth in Sections
9.4 through 9.6 and (c) prior to the closing of any transaction with respect to
such Foreign Indebtedness, the Parent has delivered to the Agent drafts of the
documents related to such transaction substantially similar to the final
documents evidencing such Foreign Indebtedness; and


9.7.14      Other
Indebtedness in an aggregate principal amount not in excess of $25,000,000.


9.8           Liens.  Neither any Borrower nor any Significant
Subsidiary 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, 9.7.11 and
9.7.13; provided that Indebtedness permitted by Section 9.7.13 may be secured
only by Liens on assets located outside of the United States and owned by the
foreign Borrower or foreign Subsidiary incurring such Indebtedness;


9.8.4        
Liens in effect on the date hereof and described in the Parent’s Consolidated
financial statements for the quarter ending June 30, 2006, 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 



 52
 






 



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;


9.8.10      Purchase
money Liens securing Indebtedness permitted under Section 9.7.14 and relating to
the acquisition of machinery and equipment by a Borrower or a Significant
Subsidiary not exceeding the lesser of cost or fair market value thereof and
Liens related to leased equipment, in each case so long as no Default is then
in existence and none would exist immediately after such acquisition or lease;
and


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


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, 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 required by
Environmental Laws in effect and remain in compliance therewith, and handle all
Hazardous Materials in compliance with all applicable Environmental Laws,
unless failure to do so would not have a Material Adverse Effect.


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 any Person relating to
the use or condition of the facilities and properties of any Borrower or
Subsidiary or compliance with Environmental Laws, failure of the Borrower or
any Subsidiary to keep all necessary permits, approvals, certificates, licenses
and other authorizations required by Environmental Laws in effect and remain in
compliance therewith, or failure to handle all Hazardous Materials in
compliance with all applicable 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 any Borrower, and
the Borrowers will cause each Subsidiary to cure and have dismissed with
prejudice to the satisfaction of the Agent any actions and proceedings relating
to compliance with Environmental Laws by any such Subsidiary, unless, in each
case, the Borrower’s or the Subsidiary’s failure to cure



 53
 






 



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 or any
property subject to any such Lien becomes subject to foreclosure, sale or loss
on account thereof, 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.


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 under Section 9.15, and (B) a Borrower and
any of its 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, 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.  No Borrower will merge into or
consolidate with any Person or permit any Person to merge into it, or
consolidate, reorganize or recapitalize, or permit any 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 or such surviving entity becomes a
Borrower, and in connection with mergers among Subsidiaries of the Borrowers.


9.16         Sales,
Etc. of Assets.  No Borrower will
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, 



 54
 






 



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, 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, the $23,000,000 Lease Transaction and the 2005
Lease Transaction; and


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


9.17         Investments.  The Borrowers will not make or hold, or
permit any Subsidiary 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.


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 



 55
 






 



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 Borrower or
Subsidiary may make a Distribution to another Borrower or Subsidiary; (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 one percent (1.00%) of the Borrowers’ Consolidated annual revenues for
the prior fiscal year, as determined in accordance with GAAP.


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 8.1.6.


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


9.22         Preservation
of Rights and Properties.  Each
Borrower will, and will cause each of its Subsidiaries to (unless a failure by
such 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 its 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.



 56
 






 



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
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 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 and as set forth in Section 9.28.


9.28         Lease
Transactions.  The Indebtedness in
respect of the $53,000,000 Lease Documents, the $23,000,000 Lease Documents and
the 2005 Lease Documents are and shall at all times be pari passu or junior in
right of payment to the Indebtedness in respect of the Credit Obligations
(except with respect to Liens permitted by Section 9.8).  Except as set forth on the date hereof, the
financial covenants related to the $53,000,000 Lease Documents, the $23,000,000
Lease Documents and the 2005 Lease Documents are and shall at all times be no
more restrictive than those set forth in Sections 9.4 through 9.6.


9.29         Interest
Rate Swap Agreements.  The Borrowers
may enter into any interest rate swap agreement or other interest rate or
currency protection or hedging arrangement.


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:



 57
 






 



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 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.


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,
2005.  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, 2005, no event has occurred which can be reasonably expected
to have a Material Adverse Effect.  Since
December 31, 2005, (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 



 58
 






 



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 Subsidiary
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 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.


10.7.1      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 Subsidiary or any other 



 59
 






 



Obligor is a party or by which it is bound,
or of the Charter or Bylaws of any Borrower, any Subsidiary or any other
Obligor;


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


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


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


10.9.2      Environmental
Litigation.  Except as set forth on Exhibit
10.9, no suit, claim, action or proceeding of which any Borrower or any
Subsidiary has been given notice or otherwise has knowledge is now pending
before any court, Governmental 



 60
 






 



Authority or board or other forum, or to any
Borrower’s or any Subsidiary’s knowledge, threatened by any Person (nor to the
knowledge of each Borrower and each Subsidiary, does any factual basis exist
therefor) for, and neither any Borrower nor any Subsidiary has 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 Subsidiary 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 Subsidiary (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 Subsidiary of any Hazardous
Material generated by a Borrower or any Subsidiary whether or not occurring at
or on a site owned, leased or operated by any Borrower or any Subsidiary.


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, the
Code, and all other applicable statutes, governmental rules and regulations,
including the filing of reports required under the Code or ERISA.  Each Pension Plan is set forth in Exhibit 10.10.  With respect to each Pension Plan other than
a Multiemployer Plan, and to the knowledge of the Borrowers and their
Subsidiaries, with respect to each Multiemployer Plan, no ERISA Event has
occurred and is continuing with respect to any Pension Plan subject to Title IV
of ERISA, where a Material Adverse Effect could reasonably be expected to occur
as a result.  Except as otherwise listed
on Exhibit 10.10, no Pension Plan other than a Multiemployer Plan
has any Insufficiency, and no ERISA Group Person has any contingent liability
with respect to any postretirement medical or health benefits under a Plan
other than liability for continuation coverage described in Part 6 of Title I
of ERISA.  No prohibited transaction
under ERISA or the Code has occurred and is continuing with respect to any
Plan.  Each ERISA Group Person has made
all contributions required to be made by them to any Plan when due.


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 each
Significant Subsidiary owns its property free and clear of Liens, except Liens
permitted by Section 9.8.


10.13       Business
Authorizations.  Each Borrower and
each Material Subsidiary possesses all patents, patent rights or licenses,
trademarks, trademark rights, trade names or trade name 



 61
 






 



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


11.1.2      Specified Covenants.  Any Borrower fails to perform or observe any
of the provisions of Sections 2.5, 9.4 through 9.6, 9.12, 9.15 through 9.21, or
9.25 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 Sections 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.


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 



 62
 






 



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
Subsidiary 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
Subsidiary 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 Subsidiary 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.



 63














 


11.1.9                  ERISA Events.


(a)                                  any
ERISA Event if as a result of such ERISA Event (i) an ERISA Group Person would
be required to make a contribution to a Pension Plan or would incur a liability
or obligation to such Pension Plan in excess of $10,000,000; or (ii) a
contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under Section 302(f) (or, effective January 1, 2008, Section
303(k)) of ERISA or the assets of an ERISA Group Person are encumbered pursuant
to Section 412 of the Code or Section 306 (or, effective January 1, 2008,
Section 302) of ERISA, where the liability underlying such Lien or encumbrance
is in excess of $ 10,000,000;


(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 $10,000,000;


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)                                 (i)
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;



 64
 






 



(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 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 each
applicable Issuing Bank in cash or Cash Equivalents an amount equal to 105% of
the then Letter of Credit Exposure related to each Letter of Credit issued by
such Issuing Bank, and thereupon such unpaid balance or part thereof



 65
 






 



and such cash
or Cash Equivalents in an amount equal to the Letter of Credit Exposure shall
become so due and payable without presentation, protest or further demand or
notice of any kind, all of which are hereby expressly waived; provided, however,
that if a Bankruptcy Default has occurred, the unpaid balance of the Credit
Obligations shall automatically become immediately due and payable and the
Borrowers shall be required immediately without demand to deposit with each
applicable Issuing Bank in cash or Cash Equivalents an amount equal to 105% of
the then Letter of Credit Exposure related to each Letter of Credit issued by
such Issuing Bank.


11.2.4                  Enforcement
of Payment; Credit Security; Setoff. 
The Agent on behalf of the Lenders may (and upon written request of the
Required Lenders the Agent shall) proceed to enforce payment of the Credit
Obligations in such manner as it may elect and to realize upon any and all
rights in any collateral securing the Credit Obligations.  Each Issuing Bank may (and upon written
request of the Required Lenders each Issuing Bank shall) proceed to cancel any
outstanding Letters of Credit issued by such Issuing Bank which permit the
cancellation thereof.  The Lenders may
offset and apply toward the payment of the Credit Obligations (or toward the
curing of any Event of Default) any Indebtedness from any Lender to the
respective Obligors, including any Indebtedness represented by deposits in any
account maintained with any Lender, 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 Agent’s and the
Lenders’ rights hereunder and under each other Credit Document shall be
cumulative and not exclusive of any remedies provided at law.


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 Agent or 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;



 66
 






 



(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.


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 or 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.


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 Subsidiary, or any of their Affiliates,
(b) any litigation or investigation involving any Borrower, any Subsidiary
or any of their Affiliates, or any officer, director or employee thereof, (c) the
existence or exercise of



 67
 






 



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, in its opinion or
the opinion of its counsel, may expose the Agent to liability or 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 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.  The provisions of this Section 13 are
solely for the benefit of the Agent and the Lenders, and the Borrowers shall
not have rights as third-party beneficiaries of any of such provisions, except
as specifically set forth in this Section 13.


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



 68
 






 



(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 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 its 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.  In determining compliance with
any condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or
an Issuing Bank, the Agent may presume that such condition is satisfactory to
such Lender or Issuing Bank unless the Agent shall have received notice to the
contrary from such Lender or Issuing Bank prior to the making of such Loan or
the issuance of such Letter of Credit. 
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                           Delegation
of Duties.  The Agent may perform any
and all of its duties and exercise its rights and powers hereunder or under any
other Credit Document by or through any one or more sub-agents appointed by the
Agent.  The Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or
through their respective Affiliates.  The
exculpatory provisions of this Section 13 shall apply to any such
sub-agent and to the Affiliates of the Agent and any such sub-agent, and shall
apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Agent.


13.4                           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 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



 69
 






 



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 the 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, 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 “Issuing
Bank”, “Issuing Banks”, “Lender” and “Lenders” shall include the Agent in its
individual capacity.  The Agent and its
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.


13.5                           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 13.5 will survive the payment in full of principal, interest and
all other amounts payable hereunder and under the other Credit Documents.


13.6                           Successor
Agents.  The Agent may at any time
give notice of its resignation to the Lenders and the Borrowers.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, upon written notice to
and approval by the Borrowers as long as no Default exists, which approval
shall not be unreasonably withheld and shall be granted or denied within five
Banking Days after receipt of such notice, to appoint a successor, which shall
be a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States.  If
no such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Agent gives
notice of its resignation, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent



 70
 






 



meeting the qualifications set forth above; provided
that if the Agent shall notify the Borrowers and the Lenders that no qualifying
Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (a) the retiring Agent
shall be discharged from its duties and obligations hereunder and under the
other Credit Documents, and (b) all payments, communications and determinations
provided to be made by, to or through the Agent shall instead be made by or to
each Lender directly, until such time as the Required Lenders appoint a
successor Agent as provided for above in this Section 13.6.  Upon the acceptance of a successor’s
appointment as Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
(or retired) Agent, and the retiring Agent shall be discharged from all of its
duties and obligations hereunder or under the other Credit Documents (if not
already discharged therefrom as provided above in this Section 13.6).  The fees payable by the Borrowers to a
successor Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrowers and such successor.  After the retiring Agent’s resignation
hereunder and under the other Credit Documents, the provisions of
Section 12 and this Section 13 shall continue in effect for the
benefit of such retiring Agent, its sub-agents and their respective Affiliates
in respect of any actions taken or omitted to be taken by any of them while the
retiring Agent was acting as Agent.  Any
resignation by Wells Fargo as Agent pursuant to this Section 13.6 shall
also constitute its resignation as Swing Line Lender.  Upon the acceptance of a successor’s
appointment as Agent hereunder, (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring Swing
Line Lender and (b) the retiring Swing Line Lender shall be discharged from all
of its respective duties and obligations hereunder or under the other Credit
Documents.


13.7                           Agent
May File Proofs of Claim.  In case of
the pendency of any proceeding under the Bankruptcy Code or other Applicable
Insolvency Laws relative to the Borrowers, the Agent (irrespective of whether
the principal of any Loan or Credit Obligation shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective of whether the
Agent shall have made any demand on the Borrowers) shall be entitled and
empowered, by intervention in such proceeding or otherwise:


13.7.1                  to file and prove
a claim for the whole amount of the principal and interest owing and unpaid in
respect of the Loans and Credit Obligations that are owing and unpaid and to
file such other documents as may be necessary or advisable in order to have the
claims of the Lenders and the Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and the Agent
and their respective agents and counsel and all other amounts due the Lenders
and the Agent under Sections 3.3 and 12) allowed in such judicial proceeding;
and


13.7.2                  to collect and
receive any monies or other property payable or deliverable on any such claims
and to distribute the same;


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender to make such payments to the
Agent and, in the event that the Agent shall consent to the making of such
payments directly to the Lenders, to pay to the Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Agent and
its agents and counsel, and any other amounts due the Agent under Sections 3.3
and 12.  Nothing contained herein shall
be deemed to authorize the



 71
 






 



Agent to authorize or consent to or accept or adopt on
behalf of any Lender any plan of reorganization, arrangement, adjustment or
composition affecting the Credit Obligations or the rights of any Lender to
authorize the Agent to vote in respect of the claim of any Lender in any such
proceeding.


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 $10,000,000 of the assigning Lender’s
Commitment plus additional increments of no less than $1,000,000, and the
remaining Commitment of the assigning Lender after giving effect to such
assignment shall be equal to zero or not less than $10,000,000; 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 assignment and a processing and recordation fee of $5,000
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



 72
 






 



(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 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;


(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.



 73














 


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 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, an Assignee and the Parent, if applicable, 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 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;



 74
 






 



(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 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;


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


(e)                                  to
any direct or indirect contractual counterparty in any securitization, swap
agreement or hedging arrangement or to such contractual counterparty’s
professional advisors with an instruction to such Person to keep such
information confidential;



 75
 






 



(f)                                    with
respect to 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


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


16.                                 Notices.


16.1                           General.  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:  Treasurer

Telecopier:  (720) 216-9248

E-mail:  bshelton@CH2M.com


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


16.2                           Electronic
Posting.  Each Borrower agrees that
the Agent may make any material delivered by any Borrower to the Agent, as well
as any amendments, waivers, consents, and other written information, documents,
instruments and other materials relating to any Borrower, any Borrower’s
Subsidiaries, or any other materials or matters relating to this Agreement, the
Notes or any of the transactions contemplated hereby (collectively, the “Communications”)
available to the Lenders by posting such notices on an electronic delivery
system (which may be provided by the Agent, an Affiliate of the Agent, or any
Person that is not an Affiliate of the Agent), such as IntraLinks, or a
substantially similar electronic system (the “Platform”).  Each Borrower acknowledges that (i) the
distribution of material through an electronic medium is not necessarily secure
and that there are confidentiality and other risks associated with such
distribution, (ii) the Platform is provided “as is” and “as available” and
(iii) neither the Agent nor any of its Affiliates warrants the accuracy,
completeness, timeliness, sufficiency, or sequencing of the Communications
posted on the Platform.  The Agent and
its Affiliates expressly disclaim with respect to the Platform any liability
for errors in transmission, incorrect or incomplete



 76
 






 



downloading, delays in posting or delivery, or
problems accessing the Communications posted on the Platform and any liability
for any losses, costs, expenses or liabilities that may be suffered or incurred
in connection with the Platform.  No
warranty of any kind, express, implied or statutory, including, without
limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third party rights or freedom from viruses or other code
defects, is made by the Agent or any of its Affiliates in connection with the
Platform.  Each Lender agrees that notice
to it (as provided in the next sentence) (a “Notice”) specifying that
any Communication has been posted to the Platform shall for purposes of this
Agreement constitute effective delivery to such Lender of such information,
documents or other materials comprising such Communication.  Each Lender agrees (i) to notify, on or
before the date such Lender becomes a party to this Agreement, the Agent in
writing of such Lender’s e-mail address to which a Notice may be sent (and from
time to time thereafter to ensure that the Agent has on record an effective
e-mail address for such Lender) and (ii) that any Notice may be sent to such
e-mail address.


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 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 an Issuing Bank must be in
writing and be signed also by the affected Agent, Swing Line Lender or Issuing
Bank; and provided  further, that any amendment, waiver or consent
which effects any of the following changes must be in writing and signed by all
Lenders (or by the Agent with the written consent of all Lenders):


(a)                                  increases
the Maximum Amount of Credit available;


(b)                                 extends
the Final Maturity Date;


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



 77
 






 



(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 except as permitted under Section 9.14; 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, 18, 19 and 20 will
survive the termination of this Agreement.


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


(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



 78
 






 



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 a 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 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



 79
 






 



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 the 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.


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 the Agent and each Lender, notwithstanding any investigation made
by the Agent or any Lender on its behalf, and shall survive the execution and
delivery to the Agent and 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.  Delivery of an executed counterpart of this
Agreement by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Agreement.  Any party delivering an executed counterpart
of this Agreement by telefacsimile also shall deliver an original executed
counterpart of this Agreement but the failure to deliver an original executed
counterpart shall not affect the validity,



 80
 






 



enforceability, and binding effect of this
Agreement.  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 Agent
and the Lenders and neither such Borrower nor any third party is entitled to
rely thereon.


[Remainder of this page intentionally left blank.]



 81














 


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.

  	
  CH2M HILL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Brian R.
  Shelton

  	
   

  	
  By:

  	
  /s/  Brian R.
  Shelton

  	
   

  
	
  Name: Brian R. Shelton

  	
  Name: Brian R. Shelton

  
	
  Title: Treasurer

  	
  Title: Treasurer

  
	
   

  	
   

  
	
  CH2M HILL INDUSTRIAL DESIGN &

  CONSTRUCTION, INC.

  	
  OPERATIONS MANAGEMENT

  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Brian R.
  Shelton

  	
   

  	
  By:

  	
  /s/  Brian R.
  Shelton

  	
   

  
	
  Name: Brian R. Shelton

  	
  Name: Brian R. Shelton

  
	
  Title: Vice President

  	
  Title: Treasurer

  
	
   

  	
   

  
	
  CH2M HILL CONSTRUCTORS, INC.

  	
  LOCKWOOD GREENE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Brian R.
  Shelton

  	
   

  	
  By:

  	
  /s/  Brian R.
  Shelton

  	
   

  
	
  Name: Brian R. Shelton

  	
  Name: Brian R. Shelton

  
	
  Title: Treasurer

  	
  Title: Treasurer

  



 



 Sig-1
 






 



LENDERS:


	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Catherine
  M. Jones

  	
   

  	
  By:

  	
  /s/  Jacob
  Payne

  	
   

  
	
  Name: Catherine M. Jones

  	
  Name: Jacob Payne

  
	
  Title: Senior Vice President

  	
  Title: Vice President

  
	
   

  	
   

  
	
  BANK OF AMERICA, N.A.

  	
  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Jonathan
  M. Phillips

  	
   

  	
  By:

  	
  /s/  Hiroki
  Nakazawa

  	
   

  
	
  Name: Jonathan M. Phillips

  	
  Name: Hiroki Nakazawa

  
	
  Title: Vice President

  	
  Title: Vice President and Manager

  
	
   

  	
   

  
	
  JP MORGAN CHASE BANK, N.A.

  	
  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Karen
  Lowe

  	
   

  	
  By:

  	
  /s/  Morgan
  Lyons

  	
   

  
	
  Name: Karen Lowe

  	
  Name: Morgan Lyons

  
	
  Title: Senior Vice President

  	
  Title: Vice President

  
	
   

  	
   

  
	
  LASALLE BANK N.A.

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Steve
  Trepiccione

  	
   

  	
  By:

  	
  /s/  Katherine
  Wolfe

  	
   

  
	
  Name: Steve Trepiccione

  	
  Name:

  	
  Katherine Wolfe

  	
   

  
	
  Title: Senior Vice President

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Sandy
  Bertram

  	
   

  
	
   

  	
  Name:

  	
  Sandy Bertram

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
									



 



 Sig-2














 


SCHEDULE I


List of Lenders


	
  Bank

  	
   

  	
  United States Dollar Amount of Commitment

  and Percentage Interest

  
	
   

  	
   

  	
   

  
	
  Wells Fargo Bank, National Association

  MAC C7300-081

  1700 Lincoln Street

  Denver, CO 80203

  Attn:Catherine M. Jones

  Telephone:   (303) 863-5070

  Telecopier:   (303) 863-6670

  E-Mail: catherine.m.jones@wellsfargo.com

  	
   

  	
  $55,000,000

  22%

  
	
   

  	
   

  	
   

  
	
  U.S. Bank National Association

  918 Seventeenth Street, 5th Floor

  Denver, Colorado 80202

  Attn: Jacob Payne

  Telephone:   (303) 585-7007

  Telecopier:   (303) 585-4229

  E-Mail: jacob.payne@usbank.com

  	
   

  	
  $35,000,000

  14%

  
	
   

  	
   

  	
   

  
	
  JP Morgan Chase Bank, N.A.

  Mail Code C01-9523

  1125 Seventeenth Street, 3rd Floor

  Denver, Colorado 80202

  Attn: Karen Lowe

  Telephone:   (303) 244-3224

  Telecopier:   (303) 244-3351

  E-Mail: karen.s.lowe@jpmorgan.com

  	
   

  	
  $35,000,000

  14%

  
	
   

  	
   

  	
   

  
	
  The Bank of Tokyo-Mitsubishi UFJ, Ltd.

  Seattle Branch

  900 4th Avenue, Suite 4000

  Seattle, Washington 98164-1069

  	
   

  	
  $35,000,000

  14%

  



 



 Sch 1-1
 






 



with copy of all
non-routine notices to:


	
  The Bank of Tokyo-Mitsubishi UFJ, Ltd.

  2300 Pacwest Center

  1211 SW Fifth Ave.

  Portland, OR 97204

  Attn: Mr. Hiroki Nakazawa

  Telephone:   (503) 222-5130

  Telecopier:   (503) 227-5372

  E-Mail: hnakazawa@usmufg.jp

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bank of America, N.A.

  231 S. LaSalle Street

  Chicago, Illinois 60697

  Telephone:   (312) 828-8997

  Telecopier:   (312) 974-0761

  Attn: Jonathan M. Phillips

  E-Mail: jonathan.m.phillips@bankofamerica.com

  	
   

  	
  $20,000,000

  8%

  
	
   

  	
   

  	
   

  
	
  The Northern Trust Company

  50 South LaSalle

  Chicago, Illinois 60675

  Attn: Morgan Lyons

  Telephone:   (312) 444-3041

  Telecopier:   (312) 444-7028

  E-Mail: mal10@ntrs.com

  	
   

  	
  $15,000,000

  6%

  
	
   

  	
   

  	
   

  
	
  LaSalle Bank N.A.

  135 South LaSalle Street, Suite 836

  Chicago, Illinois 60603

  Attn: Steve Trepiccione

  Telephone:   (312) 904-7824

  Telecopier:   (312) 904-6021

  E-Mail: steve.trepiccione@abnamro.com

  	
   

  	
  $25,000,000

  10%

  
	
   

  	
   

  	
   

  
	
  BNP Paribas

  Corporate Banking

  San Francisco Branch

  One Front Street, 23rd Floor

  San Francisco, CA 94111

  Attn: Katherine Wolfe

  Telephone:   (415) 772-1330

  Telecopier:   (415) 291-0653

  E-Mail: katherine.wolfe@americas.bnpparibas.com

  	
   

  	
  $30,000,000

  12%

  



 



 Sch 1-2