ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND
WARRANTIES RELATE SOLELY TO AN EARLIER DATE, AND NO DEFAULT OR EVENT OF DEFAULT
HAS OCCURRED OR IS CONTINUING UNDER THE CREDIT AGREEMENT.
32.
REFERENCES.
ALL REFERENCES IN THE CREDIT
AGREEMENT TO "THIS AGREEMENT" SHALL BE DEEMED TO REFER TO THE CREDIT AGREEMENT
AS AMENDED HEREBY; ANY AND ALL REFERENCES IN ANY CREDIT AGREEMENT OR OTHER
AGREEMENT OR DOCUMENT TO THE CREDIT AGREEMENT SHALL BE DEEMED TO REFER TO THE
CREDIT AGREEMENT AS AMENDED HEREBY.
33.
NO WAIVER.
THE EXECUTION OF THIS AMENDMENT
AND ACCEPTANCE OF ANY DOCUMENTS RELATED HERETO SHALL NOT BE DEEMED TO BE A
WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT OR BREACH,
DEFAULT OR EVENT OF DEFAULT UNDER ANY CREDIT DOCUMENT OR OTHER DOCUMENT HELD BY
A LENDER, WHETHER OR NOT KNOWN TO ANY LENDER AND WHETHER OR NOT EXISTING ON THE
DATE OF THIS AMENDMENT.
18
34.
COSTS AND EXPENSES.
EACH BORROWER HEREBY
REAFFIRMS ITS AGREEMENT UNDER THE CREDIT AGREEMENT TO PAY ALL REASONABLE
EXPENSES OF THE AGENT (INCLUDING THE REASONABLE FEES OF AND DISBURSEMENTS TO THE
COUNSEL TO THE AGENT) IN CONNECTION WITH THIS AMENDMENT.
35.
JOINT AND SEVERAL LIABILITY.
EACH BORROWER
AGREES THAT IT IS LIABLE, JOINTLY AND SEVERALLY WITH EACH OTHER BORROWER, FOR
ALL OBLIGATIONS OF THE BORROWERS UNDER THIS AMENDMENT, AND THAT THE LENDERS AND
THE AGENT CAN ENFORCE SUCH OBLIGATIONS AGAINST ANY OR ALL BORROWERS, IN THE
LENDERS' OR THE AGENT'S SOLE AND UNLIMITED DISCRETION.
36.
MISCELLANEOUS.
THIS AMENDMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND
DELIVERED SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH COUNTERPARTS, TAKEN
TOGETHER, SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
DELIVERY OF AN EXECUTED
COUNTERPART OF THIS AMENDMENT BY TELEFACSIMILE SHALL BE EQUALLY AS EFFECTIVE AS
DELIVERY OF AN ORIGINAL EXECUTED COUNTERPART OF THIS AMENDMENT.
ANY PARTY
DELIVERING AN EXECUTED COUNTERPART OF THIS AMENDMENT BY TELEFACSIMILE ALSO SHALL
DELIVER AN ORIGINAL EXECUTED COUNTERPART OF THIS AMENDMENT BUT THE FAILURE TO
DELIVER AN ORIGINAL EXECUTED COUNTERPART SHALL NOT AFFECT THE VALIDITY,
ENFORCEABILITY, AND BINDING EFFECT OF THIS AMENDMENT.
THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, INTERPRETED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.
THE CAPTIONS
OR HEADINGS IN THIS AMENDMENT ARE FOR CONVENIENCE ONLY AND IN NO WAY DEFINE,
LIMIT OR DESCRIBE THE SCOPE OR INTENT OF ANY PROVISION OF THIS AMENDMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first written above.
BORROWERS:
CH2M HILL COMPANIES, LTD.
By:
Name:
Brian Shelton
Title:
Treasurer
CH2M HILL, INC.
By:
Name:
Brian Shelton
Title:
Treasurer
OPERATIONS MANAGEMENT
INTERNATIONAL, INC.
By:
Name:
Brian Shelton
Title:
Treasurer
CH2M HILL INDUSTRIAL DESIGN &
CONSTRUCTION, INC.
By:
Name:
Brian Shelton
Title:
Treasurer
S-1
LENDERS:
WELLS FARGO BANK, NATIONAL
ASSOCIATION