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Exhibit 10.40    
  


FIFTH AMENDMENT

TO

SENIOR UNSECURED REVOLVING CREDIT AGREEMENT  


        This Fifth Amendment to Senior Unsecured Revolving Credit Agreement ("Fifth Amendment") is entered into as of the
19 day of July, 2002, by and between WELLS FARGO BANK, N.A., for its own benefit as a Lender (in that capacity sometimes referred to as "Wells
Fargo"), as the Issuing Bank, and, as agent for the benefit of the present and future Lenders (in that capacity "Agent"), HARRIS
TRUST AND SAVINGS BANK, as a Lender, U.S. BANK NATIONAL ASSOCIATION, as a Lender, THE BANK OF TOKYO-MITSUBISHI, LTD., as a Lender, and BANK OF AMERICA, N.A., as a Lender (collectively, the
"Lenders") and CH2M HILL COMPANIES, LTD., an Oregon corporation, as a Borrower, CH2M HILL, INC., a Florida corporation, as a Borrower,
OPERATIONS MANAGEMENT INTERNATIONAL, INC., a California corporation, as a Borrower and CH2M HILL INDUSTRIAL DESIGN CORPORATION, an Oregon corporation, as a Borrower (collectively, the
"Borrowers"). 


R E C I T A L S  


        A.    The
Borrowers and the Lenders have entered into that certain document entitled "$100,000,000 Senior Unsecured Revolving Credit Agreement" dated as of June 18,
1999, as amended by that certain First Amendment to $100,000,000 Senior Unsecured Revolving Credit Agreement dated as of October 2, 2000, by that certain Second Amendment to $100,000,000 Senior
Unsecured Revolving Credit Agreement dated as of July 12, 2001, by that certain Third Amendment to $100,000,000 Senior Unsecured Revolving Credit Agreement dated as of March 22, 2002,
and by that certain Fourth Amendment to Senior Unsecured Revolving Credit Agreement dated as of March 28, 2002 (as further amended, modified or supplemented from time to time, the
"Credit Agreement"). 


        B.    The
Borrowers have requested that the Lenders amend the Credit Agreement in order to modify the definition of Final Maturity Date, which the Lenders are willing to do
under the terms and conditions as set forth in this Fifth Amendment. 


A G R E E M E N T  


        For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows: 


        1.    Amendment to Credit Agreement.    Upon satisfaction of the conditions set forth in Section 2 of this
Fifth Amendment, the definition of "Final Maturity Date" as set forth in Section 1 of the Credit Agreement shall be amended in its entirety to read as follows: 



        "Final Maturity Date" means June 17, 2005. 




        2.    Conditions to Effectiveness of this Fifth Amendment.    The effectiveness of this Fifth Amendment is subject to
satisfaction, as reasonably determined in the Agent's sole discretion, of each of the following conditions precedent: 



        2.1    Representations and Warranties.    The representations and warranties of the Borrowers shall be true and
correct in all material respects on and as of the date hereof. 


        2.2    Payment of Expenses.    The Borrowers shall reimburse the Agent for all of its expenses, including attorneys
fees, incurred in connection with this Fifth Amendment. 



        2.3    No Event of Default.    No Default or Event of Default shall have occurred and be continuing under the Credit
Agreement. 






 





        3.    General Provisions.    



        3.1    No Other Modifications.    The Credit Agreement shall remain in full force and effect except as specifically
amended by this Fifth Amendment. 


        3.2    Definitions.    Capitalized terms, used but not defined herein, shall have the meanings given to such terms in
the Credit Agreement, if defined therein. 


        3.3    Severability.    Should any provision of this Fifth Amendment be deemed unlawful or unenforceable, said
provision shall be deemed several and apart from all other provisions of this Fifth Amendment and all remaining provisions of this Fifth Amendment shall be fully enforceable. 


        3.4    Governing Law.    This Fifth Amendment and the rights and obligations of the parties hereto shall be governed
by, interpreted and enforced in accordance with the laws of the State of Colorado. 


        3.5    Headings.    The captions or headings in this Fifth Amendment are for convenience only and in no way define,
limit or describe the scope or intent of any provision of this Fifth Amendment. 



        3.6    Counterparts.    This Fifth Amendment may be executed by the parties hereto in separate counterparts, each of
which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof,
each signed by less than all, but together signed by all, of the parties hereto. Telefax copies of documents or signature pages bearing original signatures, and executed documents or signature pages
delivered by telefax, shall, in each such instance, be deemed to be, and shall constitute and be treated as, an original signed document or counterpart, as applicable. 



[SIGNATURES BEGIN ON THE FOLLOWING PAGE]


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        IN
WITNESS WHEREOF the parties have caused this Fifth Amendment to be executed as of the date set forth above. 



	 	 	BORROWERS:
	

 	
 	

CH2M HILL COMPANIES, LTD., an Oregon corporation
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	

 	
 	

CH2M HILL, INC., a Florida corporation
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	

 	
 	

OPERATIONS MANAGEMENT INTERNATIONAL, INC., a California corporation
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	

 	
 	

CH2M HILL INDUSTRIAL DESIGN CORPORATION, an Oregon corporation
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	




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LENDERS:
	

 	
 	

WELLS FARGO BANK, N.A.
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	

 	
 	

HARRIS TRUST AND SAVINGS BANK
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	

 	
 	

U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	

 	
 	

THE BANK OF TOKYO-MITSUBISHI, LTD.
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	

 	
 	

BANK OF AMERICA, N.A.
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	




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AGENT:
	

 	
 	

WELLS FARGO BANK, N.A.
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	

 	
 	
ISSUING BANK:
	

 	
 	

WELLS FARGO BANK, N.A.
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	





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EXHIBIT A  


Bank
of America, N.A.

IL 1-231-06-52

231 South LaSalle Street

Chicago, IL 60697

Attn: Helen Perry, Vice President 


The
Bank of Tokyo-Mitsubishi, Ltd.

2300 Pacwest Center

1211 S.W. Fifth Avenue

Portland, OR 97204

Attn: Hiro Nakazawa, Vice President 


Wells
Fargo Bank, NA..

C7301-031

1740 Broadway

Denver, CO 80274

Attn: John Hall, Vice President 


Harris
Trust and Savings Bank

111 West Monroe Street

Chicago, IL 60603

Attn: Shahrokh Z. Shah, Managing Director 


U.S.
Bank National Association

950 17th Street, Suite 300

Denver, CO 80207

Attn: Wesley G. Zepelin, Vice President 



CH2M
Hill

6060 South Willow Drive

Greenwood Village, CO 80111

Attn: Stan Vinson, Treasurer 


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Exhibit 10.40