3#¯²§ ¾»ª+ eLãi¼d18rn0p25nwr6d.cloudfront.net/CIK-0000777491/47ac3a19-4d7b-43… · Contributions to defined benefit pension plans (30,482) (29,459) Gain on pension curtailment

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)

☒☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

For the quarterly period ended September 30, 2016

OR

☐☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

For the transition period from to

Commission File Number 000-27261

CH2M HILL Companies, Ltd.(Exact name of registrant as specified in its charter)

Delaware 93-0549963(State or other jurisdiction of (I.R.S. Employerincorporation or organization) Identification No.)

9191 South Jamaica Street, Englewood, CO 80112-5946

(Address of principal executive offices) (Zip Code)

(303) 771-0900(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File

required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

See the definitions of “large accelerated filer”, “accelerated filer”, and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☐(Do not check if a

smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of January 13, 2017 was 25,127,962.

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CH2M HILL COMPANIES, LTD.

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PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Consolidated Balance Sheets as of September 30, 2016 and December 25, 2015 (unaudited) 3 Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and September

25, 2015 (unaudited) 4 Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended September 30,

2016 and September 25, 2015 (unaudited) 5 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and September 25, 2015

(unaudited) 6 Notes to Consolidated Financial Statements (unaudited) 7 Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS 26 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 37 Item 4. CONTROLS AND PROCEDURES 37 PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS 39 Item 1A. RISK FACTORS 39 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 40 Item 6. EXHIBITS 41 SIGNATURES

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CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands)

September 30,

December 25,

2016

2015ASSETS Current assets:

Cash and cash equivalents $ 126,274 $ 197,021Receivables, net— Client accounts 596,364 739,532Unbilled revenue 634,959 601,713Other 12,259 17,316

Income tax receivable 400 19,800Prepaid expenses and other current assets 94,469 95,809Total current assets 1,464,725 1,671,191

Investments in unconsolidated affiliates 73,496 84,296Property, plant and equipment, net 254,055 203,666Goodwill 499,364 510,985Intangible assets, net 43,911 59,011Deferred income taxes 414,847 255,385Employee benefit plan assets and other 78,927 76,765

Total assets $ 2,829,325 $ 2,861,299LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities:

Current portion of long-term debt

$ 2,224

$ 2,069Accounts payable and accrued subcontractor costs 441,862 504,098Billings in excess of revenue 366,135 302,647Accrued payroll and employee related liabilities 269,628 328,585Other accrued liabilities 351,178 338,926Total current liabilities 1,431,027 1,476,325

Long-term employee related liabilities 530,651 599,033Long-term debt 420,469 299,593Other long-term liabilities 127,898 109,017

Total liabilities 2,510,045 2,483,968Commitments and contingencies (Note 14) Stockholders’ equity: Preferred stock, $0.01 par value, 50,000,000 shares authorized of which 10,000,000 are designated asSeries A; 4,821,600 and 3,214,400 issued and outstanding at September 30, 2016 and as of December 25,2015, respectively

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Common stock, $0.01 par value, 100,000,000 shares authorized; 25,031,837 and 26,282,913 issued andoutstanding at September 30, 2016 and December 25, 2015, respectively 250 263Additional paid-in capital 151,295 125,381Retained earnings 549,685 561,213Accumulated other comprehensive loss (285,170) (274,704)

Total CH2M common stockholders’ equity 416,108 412,185Noncontrolling interests (96,828) (34,854)

Total stockholders' equity 319,280 377,331Total liabilities and stockholders’ equity $ 2,829,325 $ 2,861,299

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statements of Operations

(Unaudited)

(Dollars in thousands, except per share data)

Three Months Ended Nine Months Ended September 30, September 25, September 30, September 25, 2016 2015 2016 2015Gross revenue $ 1,279,230 $ 1,365,186 $ 3,872,921 $ 3,949,320Equity in earnings of joint ventures and affiliated companies 26,877 14,890 44,647 36,908Operating expenses:

Direct cost of services (1,189,167) (1,096,008) (3,497,257) (3,190,539)Selling, general and administrative (225,290) (220,246) (692,915) (679,619)

Operating (loss) income (108,350) 63,822 (272,604) 116,070Other income (expense):

Interest income 136 56 306 158Interest expense (3,873) (3,041) (10,019) (11,421)

(Loss) income before provision for income taxes (112,087) 60,837 (282,317) 104,807Benefit (provision) for income taxes 78,438 (12,332) 118,202 (25,691)Net (loss) income (33,649) 48,505 (164,115) 79,116Less: loss (income) attributable to noncontrolling interests 49,582 (9,060) 142,585 (12,423)Net income attributable to CH2M $ 15,933 $ 39,445 $ (21,530) $ 66,693Net income (loss) attributable to CH2M per common share :

Basic $ 0.40 $ 1.22 $ (1.22) $ 2.26Diluted $ 0.40 $ 1.22 $ (1.22) $ 2.26

Weighted average number of common shares: Basic 25,356,689 27,139,832 25,816,819 27,281,219Diluted 25,389,138 27,198,832 25,816,819 27,297,219

Represents net (loss) income attributable to CH2M less (i) income allocated to preferred stockholders of $1,984 for the three months ended September 30, 2016 and $3,913 and $2,502 for the three and ninemonths ended September 25, 2015, respectively, and (ii) accrued dividends attributable to preferred stockholders of $3,891 and $10,067 for the three and nine months ended September 30, 2016, respectively,and $2,501 and $2,556 for the three and nine months ended September 25, 2015, respectively.


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Consolidated Statements of Comprehensive (Loss) Income

(Unaudited)


Three Months Ended Nine Months Ended September 30, September 25, September 30, September 25, 2016 2015 2016 2015Net (loss) income $ (33,649) $ 48,505 $ (164,115) $ 79,116Other comprehensive loss:

Foreign currency translation adjustments (17,197) (17,365) (5,432) (30,253)Benefit plan adjustments, net of tax (9,104) 2,657 (5,034) 7,935

Other comprehensive loss (26,301) (14,708) (10,466) (22,318)Comprehensive (loss) income (59,950) 33,797 (174,581) 56,798

Less: comprehensive (loss) income attributable to noncontrollinginterests (49,582) 9,060 (142,585) 12,423

Comprehensive income (loss) attributable to CH2M $ (10,368) $ 24,737 $ (31,996) $ 44,375


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Consolidated Statements of Cash Flows

(Unaudited)


Nine Months Ended September 30, September 25, 2016 2015Cash flows from operating activities:

Net (loss) income $ (164,115) $ 79,116Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization 47,835 55,580Stock-based employee compensation 28,952 25,005Loss (gain) on disposal of property, plant and equipment 62 (3,647)Allowance for uncollectible accounts 3,706 1,646Deferred income taxes (145,523) (37,872)Undistributed earnings and gains from unconsolidated affiliates (44,647) (36,908)Distributions of income from unconsolidated affiliates 41,214 39,948Contributions to defined benefit pension plans (30,482) (29,459)Gain on pension curtailment (4,568) —Excess tax benefits from stock-based compensation 3,093 3,931Change in assets and liabilities: Receivables and unbilled revenue 119,362 45,431Prepaid expenses and other (2,515) 11,469Accounts payable and accrued subcontractor costs (84,328) (50,511)Billings in excess of revenue 65,000 (56,630)Accrued payroll and employee related liabilities (54,572) 71,753Other accrued liabilities 36,271 (75,747)Income tax receivable 18,202 58,540Long-term employee related liabilities and other 37,106 (23,241)

Net cash (used in) provided by operating activities (129,947) 78,404Cash flows from investing activities:

Capital expenditures (87,680) (21,506)Acquisition related payments (17,901) —Investments in unconsolidated affiliates (16,596) (23,897)Distributions of capital from unconsolidated affiliates 10,456 20,855Proceeds from sale of operating assets 2,703 39,878

Net cash (used in) provided by investing activities (109,018) 15,330Cash flows from financing activities:

Borrowings on long-term debt 1,808,743 1,718,769Payments on long-term debt (1,690,254) (1,962,730)Repurchases and retirements of common stock (103,911) (58,483)Proceeds from the issuance of preferred stock, net of issuance costs 99,800 191,677Settlement of tax-withholding obligation on stock-based compensation (3,720) (4,339)Net contributions from noncontrolling interests 74,554 56,136

Net cash provided by (used in) financing activities 185,212 (58,970)Effect of exchange rate changes on cash (16,994) (11,303)(Decrease) increase in cash and cash equivalents (70,747) 23,461Cash and cash equivalents, beginning of period 197,021 131,477Cash and cash equivalents, end of period $ 126,274 $ 154,938Supplemental disclosures:

Cash paid for interest $ 9,781 $ 11,171Cash paid for income taxes $ 7,390 $ 16,637


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

(1) Summary of Business and Significant Accounting Policies

SummaryofBusiness CH2M HILL Companies, Ltd. and subsidiaries (“We”, “Our”, “CH2M” or the “Company”) is a large employee-controlled

professional engineering services firm, founded in 1946, providing engineering, construction, consulting, design, design‑build, procurement,engineering‑procurement‑construction (“EPC”), operations and maintenance, program management and technical services to United States(“U.S.”) federal, state, municipal and local government agencies, national governments, as well as private industry and utilities, around theworld. A substantial portion of our professional fees are derived from projects that are funded directly or indirectly by government entities.

BasisofPresentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America (“GAAP”) and according to instructions to Form 10-Q and the provisions of Article 10 ofRegulation S-X that are applicable to interim financial statements. Accordingly, these statements do not include all of the information requiredby GAAP or the Securities and Exchange Commission (“SEC”) rules and regulations for annual audited financial statements. The preparation offinancial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts ofassets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.Estimates and assumptions have been prepared on the basis of the most current and best available information. Actual results could differ fromthose estimates.

In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments

(consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. The results ofoperations for any interim period are not necessarily indicative of results for the full year. These unaudited interim consolidated financialstatements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report onAmendment No. 1 on Form 10-K/A for the year ended December 25, 2015.

RevenueRecognition We earn revenue from different types of services performed under various types of contracts, including cost-plus, fixed-price and time-

and-materials. We evaluate contractual arrangements to determine how to recognize revenue. We primarily perform engineering andconstruction related services and recognize revenue for these contracts on the percentage-of-completion method where progress towardscompletion is measured by relating the actual cost of work performed to date to the current estimated total cost of the respective contract. Inmaking such estimates, judgments are required to evaluate potential variances in schedule, the cost of materials and labor, productivity,subcontractor costs, liability claims, contract disputes, and achievement of contract performance standards. We record the cumulative effect ofchanges in contract revenue and cost at completion in the period in which the changed estimates are determined to be reliably estimable.

Below is a description of the four basic types of contracts from which we may earn revenue: Cost-Plus Contracts . Cost-plus contracts can be cost plus a fixed fee or rate, or cost plus an award fee. Under these types of contracts,

we charge our clients for our costs, including both direct and indirect costs, plus a fixed fee or an award fee. We generally recognize revenuebased on the labor and non-labor costs we incur, plus the portion of the fixed fee or award fee we have earned to date.

Included in the total contract value for cost-plus fee arrangements is the portion of the fee for which receipt is determined to be

probable. Award fees are influenced by the achievement of contract milestones, cost savings and other factors.

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Fixed-Price Contracts . Under fixed-price contracts, our clients pay us an agreed amount negotiated in advance for a specified scopeof work. For engineering and construction contracts, we recognize revenue on fixed-price contracts using the percentage-of-completion methodwhere direct costs incurred to date are compared to total projected direct costs at contract completion. Prior to completion, our recognized profitmargins on any fixed-price contract depend on the accuracy of our estimates and will increase to the extent that our actual costs are below theoriginal estimated amounts. Conversely, if our costs exceed these estimates, our profit margins will decrease, and we may realize a loss on aproject. The significance of these estimates varies with the complexity of the underlying project, with our large, fixed-price EPC projects beingmost significant.

Time-and-Materials Contracts . Under our time-and-materials contracts, we negotiate hourly billing rates and charge our clients based

on the actual time that we expend on a project. In addition, clients reimburse us for our actual out of pocket costs of materials and other directexpenditures that we incur in connection with our performance under the contract. Our profit margins on time-and-materials contracts fluctuatebased on actual labor and overhead costs that we directly charge or allocate to contracts compared with the negotiated billing rate and markupon other direct costs. Some of our time-and-materials contracts are subject to maximum contract values, and accordingly, revenue under thesecontracts is recognized under the percentage-of-completion method where costs incurred to date are compared to total projected costs at contractcompletion. Revenue on contracts that is not subject to maximum contract values is recognized based on the actual number of hours we spendon the projects plus any actual out of pocket costs of materials and other direct expenditures that we incur on the projects.

Operations and Maintenance Contracts . A portion of our contracts are operations and maintenance type contracts. Revenue is

recognized on operations and maintenance contracts on a straight-line basis over the life of the contract once we have an arrangement, servicehas begun, the price is fixed or determinable and collectability is reasonably assured.

For all contract types noted above, change orders are included in total estimated contract revenue when it is probable that the change

order will result in an addition to contract value and when the change order can be estimated. Management evaluates when a change order isprobable based upon its experience in negotiating change orders, the customer’s written approval of such changes or separate documentation ofchange order costs that are identifiable. Additional contract revenue related to claims is included in total estimated contract revenue when theamount can be reliably estimated, which is typically evidenced by a contract or other evidence providing a legal basis for the claim.

Losses on construction and engineering contracts in process are recognized in their entirety when the loss becomes evident and the

amount of loss can be reasonably estimated.

AccountsReceivable We reduce accounts receivable by estimating an allowance for amounts that may become uncollectible in the future. Management

determines the estimated allowance for uncollectible amounts based on their judgments in evaluating the aging of the receivables and thefinancial condition of our clients, which may be dependent on the type of client and the client’s current financial condition.

UnbilledRevenueandBillingsinExcessofRevenue Unbilled revenue represents the excess of contract revenue recognized over billings to date on contracts in process. These amounts

become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones or completion ofthe project.

Billings in excess of revenue represent the excess of billings to date, per the contract terms, over revenue recognized on contracts in

process. A significant portion of our billings in excess balance relates to excess billings on design-build projects. These projects often requireus to order significant project materials and equipment in advance, and we request payment in advance from our clients to cover these costs. Asthe projects near completion and our suppliers complete the construction of these components and we complete the installation, the billings inexcess balance declines.

FairValueMeasurements Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or

most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets andliabilities are valued based upon observable and non-observable inputs. Valuations using Level 1 inputs are based on unadjusted quoted pricesthat are available in active markets for the identical assets or liabilities at the measurement date. Level 2 inputs utilize significant otherobservable inputs available at the measurement date, other than quoted

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prices included in Level 1, either directly or indirectly; and valuations using Level 3 inputs are based on significant unobservable inputs thatcannot be corroborated by observable market data and reflect the use of significant management judgment. There were no significant transfersbetween levels during any period presented.

RestructuringandRelatedCharges We account for costs associated with restructuring activities in accordance with the Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) Topic 420, Exit or Disposal Cost Obligations . An exit activity includes but is not limited to arestructuring, such as a sale or termination of a line of business, the closure of business activities in a particular location, the relocation ofbusiness activities from one location to another, changes in management structure, and a fundamental reorganization that affects the nature andfocus of operations. The Company recognizes a current and long-term liability, within other accrued liabilities and other long term liabilities,respectively, and the related expense, within general and administration expense, for restructuring costs when the liability is incurred and can bemeasured. Restructuring accruals are based upon management estimates at the time they are recorded and can change depending upon changesin facts and circumstances subsequent to the date the original liability was recorded. Nonretirement postemployment benefits offered as specialtermination benefits to employees, such as a voluntary early retirement program, are recognized as a liability and a loss when the employeeaccepts the offer and the amount can be reasonably estimated in accordance with ASC Topic 712, Compensation-NonretirementPostemployment Benefits .

Goodwill Goodwill represents the excess of costs over fair value of the assets of businesses we have acquired. Goodwill acquired in a purchase

business combination is not amortized, but instead, is tested for impairment at least annually in accordance with the provisions of the FASBASC Topic 350, Intangibles-Goodwill and Other (“ASC 350”), as amended. Our annual goodwill impairment test is conducted as of the firstday of the fourth quarter of each year, however, upon the occurrence of certain triggering events, we are also required to test for impairment atdates other than the annual impairment testing date. In performing the impairment test, we evaluate our goodwill at the reporting unitlevel. Under the guidance of ASC 350, we have the option to assess either quantitative or qualitative factors to determine whether it is morelikely than not that the fair values of our reporting units are less than their carrying amounts. If after assessing the totality of events orcircumstances, we determine that it is not more likely than not that the fair values of our reporting units are less than their carrying amounts,then the next step of the impairment test is unnecessary. If we conclude otherwise, then we are required to test goodwill for impairment underthe two-step process. The two-step process involves comparing the estimated fair value of each reporting unit to the unit’s carrying value,including goodwill. If the carrying value of a reporting unit does not exceed its fair value, the goodwill of the reporting unit is not consideredimpaired; therefore, the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its estimated fairvalue, we would then perform a second step to measure the amount of goodwill impairment loss to be recorded.

We determine the fair value of our reporting units using a combination of the income approach, the market approach, and the cost

approach. The income approach calculates the present value of future cash flows based on assumptions and estimates derived from a review ofour expected revenue growth rates, profit margins, business plans, cost of capital and tax rates for the reporting units. Our market basedvaluation method estimates the fair value of our reporting units by the application of a multiple to our estimate of a cash flow metric for eachbusiness unit. The cost approach estimates the fair value of a reporting unit as the net replacement cost using current market quotes.

IntangibleAssets We may acquire other intangible assets in business combinations. Intangible assets are stated at fair value as of the date they are

acquired in a business combination. We amortize intangible assets with finite lives on a straight-line basis over their expected useful lives,currently up to ten years. We test our intangible assets for impairment in the period in which a triggering event or change in circumstanceindicates that the carrying amount of the intangible asset may not be recoverable. If the carrying amount of the intangible asset exceeds the fairvalue, an impairment loss will be recognized in the amount of the excess. We determine the fair value of the intangible assets using adiscounted cash flow approach.

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DerivativeInstruments We primarily enter into derivative financial instruments to mitigate exposures to changing foreign currency exchange rates on our

earnings and cash flows. We are primarily subject to this risk on long-term projects whereby the currency being paid by our client differs fromthe currency in which we incurred our costs, as well as intercompany trade balances among entities with differing currencies. We do not enterinto derivative transactions for speculative or trading purposes. All derivatives are carried at fair value on the consolidated balance sheets inother receivables or other accrued liabilities as applicable. The periodic change in the fair value of the derivative instruments related to ourbusiness group operations is recognized in earnings within direct costs. The periodic change in the fair value of the derivative instrumentsrelated to our general corporate foreign currency exposure is recognized within selling, general and administrative expense.

RetirementandTax-DeferredSavingsPlan The Retirement and Tax Deferred Savings Plan is a retirement plan that includes a cash or deferred arrangement that is intended to

qualify under Sections 401(a) and 401(k) of the Internal Revenue Code and provides benefits to eligible employees upon retirement. InSeptember 2012, our Board of Directors approved the CH2M HILL Companies, Ltd. Amended and Restated 401(k) Plan which becameeffective January 1, 2013 (“401(k) Plan”). Effective January 1, 2016, the 401(k) Plan allows for matching contributions up to 58.33% of the first6% of elective deferrals up to 6% of the employee’s quarterly base compensation, although specific subsidiaries may have different limits onemployer matching. The matching contributions may be made in both cash and/or stock. Expenses related to matching contributions made incommon stock for the 401(k) Plan for the three and nine months ended September 30, 2016 were $8.3 million and $21.3 million, respectively,compared to $3.8 million and $16.3 million for the three and nine months ended September 25, 2015.

RecentlyAdoptedAccountingStandards In October 2016, the FASB issued Accounting Standard Update ("ASU") 2016-17, Consolidation (Topic 810): Interests Held through

Related Parties That Are under Common Control . This standard amends the guidance issued with ASU 2015-02, Consolidation (Topic 810):Amendments to the Consolidation Analysis in order to make it less likely that a single decision maker would individually meet thecharacteristics to be the primary beneficiary of a Variable Interest Entity ("VIE"). When a decision maker or service provider considers indirectinterests held through related parties under common control, they perform two steps. The second step was amended with this ASU to say thatthe decision maker should consider interests held by these related parties on a proportionate basis when determining the primary beneficiary ofthe VIE rather than in their entirety as was called for in the previous guidance. This ASU will be effective for fiscal years beginning afterDecember 15, 2016, and early adoption is not permitted. We are currently evaluating the impact of the adoption of this ASU on our financialposition and results of operations.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory .

This ASU was issued with the objective to improve the accounting for the income tax consequences of intra-entity transfers of assets other thaninventory. The new standard will require companies to recognize the income tax consequences of an intra-entity transfer of non-inventory assetwhen the transfer occurs. This ASU will be effective for fiscal years beginning after December 15, 2017, and early adoption is permitted. Weare currently evaluating the impact of the adoption of this ASU on our financial position and results of operations.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and

Cash Payments. This ASU provides guidance for eight specific changes with respect to how certain cash receipts and cash payments areclassified within the statement of cash flows in order to reduce existing diversity in practice. This ASU will be effective for fiscal yearsbeginning after December 15, 2017, and early adoption is permitted. We are currently evaluating the impacts the adoption of this standard willhave on our consolidated statements of cash flows.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payments Accounting . During the three

months ended September 30, 2016, the Company elected to early adopt ASU 2016-09 with an effective date of December 26, 2015. As a result,for the nine months ended September 30, 2016, the Company recognized the excess tax benefit of $3.1 million within income tax benefit on theconsolidated statements of operations, adopted prospectively, and previously unrecognized excess tax benefits of $11.1 million resulted in acumulative-effect adjustment to retained earnings. The adoption did not impact the existing classification of awards. Excess tax benefits fromstock-based compensation of $3.9 million for the nine months ended September 25, 2015 was restated into cash flows from operating activitiesfrom cash flows from financing activity. Additionally, adopted retrospectively, the Company reclassified $3.7 million and $4.3 million ofemployee withholding taxes paid from operating activities into financing activities for the nine months ended September 30, 2016 andSeptember 25, 2015, respectively. Following the adoption

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of the standard, the Company elected to continue estimating the number of awards expected to be forfeited and adjust its estimate on an ongoingbasis.

In February 2016, the FASB issued ASU 2016-02, Leases . This ASU is a comprehensive new leases standard that was issued to

increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet anddisclosing key information about leasing arrangements. The amendments in this ASU are effective for fiscal years beginning after December15, 2018, including interim periods within those fiscal years. We continue to assess the impact of adopting ASU 2016-02, but expect to recorda significant amount of right-of-use assets and corresponding liabilities based upon our current operating leases.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . The

amendments issued with this ASU require equity securities (including other ownership interests, such as partnerships, unincorporated jointventures, and limited liability companies) to be measured at fair value with changes in the fair value recognized through net income. An entity’sequity investments that are accounted for under the equity method of accounting or result in consolidation of an investee are not included withinthe scope of this update. This ASU will be effective for annual reporting periods beginning after December 15, 2017 and interim periods withinthose annual periods, with early adoption permitted. We believe this standard’s impact on CH2M will be limited to equity securities currentlyaccounted for under the cost method of accounting, which as of September 30, 2016 are valued at $3.5 million within investments inunconsolidated affiliates on the consolidated balance sheet. We do not expect the adoption of this standard to have a material impact on ourconsolidated statements of operations.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes . The ASU simplifies the

presentation of deferred income taxes by requiring that deferred tax liabilities and assets are classified as noncurrent in a classified statement offinancial position. This simplification does not affect the current requirement that deferred tax liabilities and assets of a tax-paying componentof an entity be offset and presented as a single amount. This ASU is effective for annual periods beginning after December 15, 2016 and interimperiods within those annual periods. We have elected to early adopt this ASU as of December 26, 2015 in order to benefit from thesimplification of the deferred income tax balance sheet presentation. We have applied the change in accounting principle retrospectivelyresulting in a total long-term deferred tax asset of $255.4 million as of December 25, 2015, which had previously been reported as a currentdeferred tax asset of $8.7 million and a long-term deferred tax asset of $246.7 million.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern

. The ASU requires that management evaluate for each annual and interim reporting period whether there are conditions or events, consideredin the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financialstatements are issued. If there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern,additional disclosures are required, even if the substantial doubt is alleviated as a result of consideration of management’s plans. This ASU iseffective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption ispermitted.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers and subsequently modified with various

amendments and clarifications. This ASU is a comprehensive new revenue recognition model that is based on the principle that an entity shouldrecognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entityexpects to be entitled in exchange for those goods and services. The ASU also requires additional quantitative and qualitative disclosures aboutthe nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgmentsand changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU, as amended, is effective for annualreporting periods beginning after December 15, 2017 and interim periods within those annual periods. Companies may use either a fullretrospective or a modified retrospective approach to adopt this ASU. CH2M is currently evaluating the impact of this ASU, the subsequentlyissued amendments, and the transition alternatives on its financial position and results of operations. We have begun categorizing our variouscontract revenue streams in order to isolate those that will be significantly impacted. Once we have identified the impacted revenue streams, wecan begin estimating the potential impact of the new standard as well as identify necessary control and process changes.

(2) Changes in Project-Related Estimates We have a fixed-price Transportation contract to design and construct roadway improvements on an expressway in the southwestern

United States. The project is approximately two thirds complete. During the three and nine months ended September 25, 2015, weexperienced unforeseen and unexpected cost growth resulting in charges to operations totaling $2.5 million and $74.1 million, respectively. Thecost growth was primarily caused by design changes for a water main relocation, the discovery of extremely hard and abrasive rock duringconstruction, differing site conditions, unidentified and mismarked utilities, client requested changes, labor supply challenges in theconstruction market, lower than expected labor productivity, and severe adverse weather delays.

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During the second quarter of 2016, we estimated further cost growth in the amount of $60.0 million as a result of a review of the

covered scope of contracts, survey engineering and design challenges, rework of previously installed work and client-caused delays, includinglimited daytime access to portions of the site, the sum of which resulted in increased material quantities and work and schedule extensions. Wealso had severe weather including record rainfall, and production shortfalls resulting from differing site conditions and engineeringrework. Additionally, during the three months ended September 30, 2016, we estimated additional cost growth of $65.6 million due tocontinued survey engineering and design challenges, additional rework, greater than expected subcontractor costs, subcontracting workpreviously planned to be self-performed, delivery schedule extensions (which increased the overall estimated costs for labor and expenses),greater than expected construction material expenditures, and additional weather delays.

CH2M is seeking resolution of outstanding change orders and claims through a combination of submissions to the Disputes Board

under the terms of the contract and direct negotiations with the client. Change orders and claims totaling approximately $84.0 million havebeen submitted to the client. We have received favorable, non-binding recommendations from the Disputes Board on some of the claims. Wehave not been able to reach a mutual resolution with the client on these claims or the other change orders submitted. CH2M will continue toaggressively pursue its entitlements based on claims and change orders, including litigation if it cannot reach resolution with theclient. Accordingly, we cannot currently estimate the timing or amounts of recoveries or costs that may be achieved or incurred through theseresolution processes, and as such, we have not included any recoveries from these change orders and claims in our current estimated costs tocomplete.

While management believes that it has recorded an appropriate provision to complete the project, we may incur additional costs and

losses if our cost estimation processes identify new costs not previously included in our total estimated loss. These possible cost increasesinclude extensions of the schedule to complete the job, lower than expected productivity levels, and performance issues with oursubcontractors. These potential changes in estimates could be materially adverse to the Company’s results of operations, cash flow or liquidity.

Within our Power EPC segment, we are involved in a fixed-price EPC project in Australia through a consolidated joint venture

partnership with an Australian construction contractor and a major U.S.-based gas power technology manufacturer (the “Consortium”) toengineer, procure, construct and start-up a combined cycle power plant that will supply power to a large liquefied natural gas facility inAustralia. As of September 30, 2016, the total contract value of the joint venture project was approximately $550.8 million, and the project wasapproximately 75% complete based on costs incurred to date, with engineering and procurement substantially complete and construction andcommissioning activities ongoing. Due to a variety of issues related to the scope of work, the joint venture experienced project losses in 2014,of which our portion of the loss was $140.0 million. In 2015, the Consortium reached agreement with the client to settle certain claims torecover costs and extend the amount of time allowed to complete interim delivery milestones for the project. At that time, the total estimatedcosts to complete the project were reviewed by the project team and increased to reflect the agreed upon schedule and deliverables of thejob. These revisions to the expected project costs largely offset the cost recoveries received from the settlement, and as a result we did not makea change to the loss provision in 2015.

During the second quarter of 2016, the client advised it was unable to meet various obligations in line with the program schedule as

required under the terms of the contract. These delays, other client-driven factors, and related lower than expected construction laborproductivity rates were the primary drivers that resulted in the joint venture recognizing a charge to operations of $190.5 million in the secondquarter of 2016. Our portion of the increased project costs was $95.3 million. As of the end of the third quarter of 2016, the client is unable toconfirm the timing of its deliverables under the terms of the contract including the supply of feed gas, plant utilities and electrical powerloads. As a result, it is now anticipated the project completion date will be delayed into the second half of 2018, thus significantly increasingthe costs estimated to complete the project. Additionally, forecasted productivity levels that were assumed for construction completion have notbeen achieved, primarily as a result of client delays and disruptions, also increasing our total estimated costs to complete. As a result of thesefactors and inclusive of estimated anticipated further disruptions and inefficiencies, the joint venture recognized an additional $111.0 millioncharge to operations in the third quarter of 2016, of which our portion was $58.8 million. To mitigate cost increases due to these changedconditions, as well as to better align resources with the anticipated timing of completion, the joint venture has recently reduced the on-siteworkforce while simultaneously working with the client to agree upon revisions to the project schedule.

To date, the joint venture has submitted a significant amount of change orders and claims to the client for recoveries and will continue

to aggressively pursue recovery of costs and schedule relief to which we are entitled. The amount of any recoveries is currently unknown andwill be subject to negotiations or a formal dispute processes, and therefore the estimated loss provision does not assume any cost recoveryassumptions at this time.

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While management believes the current estimated costs to complete the project represent the best estimate at this time, there is asignificant amount of work that still needs to be performed on the project before achieving substantial completion. Any additional delays thatthe project could experience or disruptions not currently anticipated in the forecast at this time will likely result in additional costgrowth. Significant estimates are required to be made surrounding construction productivity rates and the duration of the scheduledconstruction activities. These amounts are based on the project team’s best estimates with the information that is available but can differmaterially when the activities are executed. In addition, any unforeseen issues arising from testing and commissioning activities orunanticipated costs during the warranty period could adversely affect the project. Thus, there can be no assurance that additional cost growthwill not occur. Any additional changes in estimates could be materially adverse to the Company’s results of operations, cash flow or liquidity.

All reserves for project related losses for these projects as well as other immaterial loss projects are included in other accrued liabilities

and totaled $223.0 million and $152.6 million as of September 30, 2016 and December 25, 2015, respectively. Of the amounts included in theSeptember 30, 2016 and December 25, 2015 balances, $60.8 million and $44.4 million, respectively, relate to accrued project losses attributableto, and payable by, a noncontrolling joint venture partner.

(3) Segment Information

In the first quarter of 2016, we implemented certain organizational changes, including the reorganization of our internal reportingstructure to better facilitate our strategy for growth and operational efficiency. In connection with this refinement, we have discontinued ourformer Industrial and Urban Environments (“IUE”) business group as a standalone unit, and we have combined its industrial and advancedtechnology business with our Oil, Gas and Chemicals business group to form the Energy and Industrial business group. Additionally, our urbanenvironments and sports business which was formerly within IUE has been combined with our Water business group. Our Power EPC businesscontinues to be monitored as a separate operating segment as we exit the fixed-price Power EPC business. As a result of this reorganization, wehave identified our four business groups, which include Energy and Industrial, Environment and Nuclear, Transportation, and Water, as well asour Power EPC business as reportable operating segments.

Certain financial information relating to the three and nine months ended September 30, 2016 and September 25, 2015 for each

segment is provided below. Costs for corporate general and administrative expenses, restructuring costs and amortization expense related tointangible assets have been allocated to each segment based on the estimated benefits provided by corporate functions. This allocation isprimarily based upon metrics that reflect the proportionate volume of project-related activity and employee labor costs within eachsegment. Additionally, during the third quarter of 2016, an Environment and Nuclear consolidated joint venture consulting project in Canadaeliminated a previously existing one-month reporting lag, which had been required to achieve a timely consolidation. As a result of this change,revenue and direct cost of services each included an additional $51.7 million for the three and nine months ended September 30, 2016,respectively. There was no impact to our operating loss for the three and nine months ended September 30, 2016. Prior year amounts havebeen revised to conform to the current year presentation.

Three Months Ended September 30, 2016 Three Months Ended September 25, 2015 Gross Equity in Operating Gross Equity in Operating($ in thousands) Revenue Earnings Income (Loss) Revenue Earnings Income (Loss)Energy and Industrial $ 211,056 $ 3,004 $ (2,574) $ 288,877 $ 792 $ 5,028Environment and Nuclear 558,654 5,486 28,557 421,860 9,174 20,739Transportation 234,509 3,114 (57,996) 250,497 2,563 5,237Water 298,390 15,273 30,957 342,744 2,361 24,804Power EPC (23,379) — (107,294) 61,208 — 8,014

Total $ 1,279,230 $ 26,877 $ (108,350) $ 1,365,186 $ 14,890 $ 63,822

Nine Months Ended September 30, 2016 Nine Months Ended September 25, 2015 Gross Equity in Operating Gross Equity in Operating($ in thousands) Revenue Earnings Income (Loss) Revenue Earnings Income (Loss)Energy and Industrial $ 673,073 $ 3,804 $ 2,212 $ 880,757 $ 1,624 $ 25,438Environment and Nuclear 1,604,634 16,447 68,343 1,177,061 23,850 61,642Transportation 705,179 7,878 (114,466) 722,202 6,579 (49,842)Water 897,698 16,518 70,872 1,036,965 4,855 73,716Power EPC (7,663) — (299,565) 132,335 — 5,116

Total $ 3,872,921 $ 44,647 $ (272,604) $ 3,949,320 $ 36,908 $ 116,070

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During the third quarter of 2016, the Company began the process of assessing and modifying its current operating structure to morefully align global operations with the Company’s client-centric strategy and to streamline its delivery model to achieve higher levels ofprofitable growth. The transformation is currently in process and is expected to be fully communicated and operational in the first quarter of2017. We expect to revise our segments in 2017 as a result of the modified operating structure.

(4) Stockholders’ Equity

The changes in stockholders’ equity for the nine months ended September 30, 2016 are as follows:

Common Preferred (in thousands) Shares Shares AmountStockholders’ equity, December 25, 2015 26,283 3,214 $ 377,331Cumulative retained earnings adjustment related to adoption of ASU 2016-09 11,078

Restated stockholders’ equity, December 26, 2015 26,283 3,214 388,409Shares purchased and retired (1,691) — (103,911)Shares issued in connection with stock-based compensation and employee benefit plans 440 — 28,952Series A Preferred Stock, net of issuance costs — 1,608 99,800Net loss attributable to CH2M — — (21,530)Other comprehensive income, net of tax — — (10,466)Loss attributable to noncontrolling interests — — (142,585)Acquisition of controlling interest in joint venture — — 6,057Investment in affiliates, net — — 74,554Stockholders’ equity, September 30, 2016 25,032 4,822 $ 319,280

PreferredStock As of September 30, 2016, the Company had 50,000,000 shares of preferred stock, $0.01 par value, authorized. On June 22, 2015, the

Company designated 10,000,000 shares as Series A Preferred Stock with an original issue price of $62.22 under the Certificate ofDesignation. On June 24, 2015, the Company sold and issued an aggregate of 3,214,400 shares of Series A Preferred Stock for an aggregatepurchase price of $200.0 million in a private placement to a subsidiary owned by investment funds affiliated with Apollo Global Management,LLC (together with its subsidiaries, “Apollo”). Total proceeds from the preferred stock offering were $191.7 million, net of issuance costs of$8.3 million. The sale occurred in connection with the initial closing pursuant to the Subscription Agreement entered into by the Company andApollo on May 27, 2015 (“Subscription Agreement”). On April 11, 2016, Apollo purchased an additional 1,607,200 shares of Series APreferred Stock for an aggregate purchase price of approximately $100.0 million in a second closing subject to the conditions within theSubscription Agreement. Total proceeds from the preferred stock offering were $99.8 million, net of issuance costs of $0.2 million.

Under our agreement with Apollo, the maximum consolidated leverage ratio is 3.00x for 2016 and beyond, consistent with our Third

Amendment to our Amended and Restated Credit Agreement (“Amended Credit Agreement”) . As of September 30, 2016, we were incompliance with this covenant. Management continually assesses its potential future compliance with the consolidated leverage ratio covenantbased on estimates of future earnings and cash flows. If there is an expected possibility on non-compliance, we will discuss possibilities withApollo to modify the covenant consistent with discussions with the Company’s lenders or utilize other means of capitalizing the Company toanticipate or remedy any non-compliance. The expected cash outflows required to fund the project losses discussed in Note 2 – Changes inProject-Related Estimates and the related impact on earnings will put a financial strain on the Company that may require an amendment orother remedies to be pursued by management if certain earnings estimates or cash flow improvement initiatives are not achieved or if requiredto facilitate restructuring plans.

Dividends. Dividends on the Series A Preferred Stock are cumulative and accrue quarterly in arrears at the annual rate of 5.0% on the

sum of the original issue price of $62.22 per share plus all accumulated and unpaid accruing dividends, regardless of whether or not declared bythe Board. After June 24, 2020 (the “Fifth Anniversary”), the rate at which dividends accrue may increase from 5.0% to 10.0% or 15.0% ifthere was a failure of the stockholders to approve certain other actions to facilitate an initial public offering as well as a failure to approve a saleof the Company.

Dividends accruing on shares of Series A Preferred Stock prior to the Fifth Anniversary are not paid in cash or in kind but are added to

the liquidation preference of the Series A Preferred Stock. After the Fifth Anniversary, dividends shall continue to accrue on shares of Series APreferred Stock and will be payable in cash at the election of the Board. However, if after the Fifth Anniversary there is a failure of thestockholders to approve certain other actions to facilitate an initial public offering as well as a failure to

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approve a sale of the Company, dividends accrued on shares of Series A Preferred Stock will be payable in cash or in kind at the election of theholders of a majority of the outstanding shares of Series A Preferred Stock. Additionally, if the Company declares certain dividends on thecommon stock, the Company is required to declare and pay a dividend on the outstanding shares of Series A Preferred Stock on a pro rata basiswith the common stock, determined on an as-converted basis.

Liquidation Preference . In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary,

or any other transaction deemed a liquidation event pursuant to the Certificate of Designation for the Series A Preferred Stock (including a saleof the Company), each holder of outstanding shares of Series A Preferred Stock will be entitled to be paid out of the assets of the Companyavailable for distribution to stockholders before any payment may be made to the holders of common stock. Each holder would receive anamount equal to the number of outstanding Series A Preferred Stock shares held multiplied by $62.22 plus either accrued and unpaid dividendson such shares or, if the liquidation event occurs before the Fifth Anniversary, an amount equal to all dividends that would have been accruedduring the period from the date of issuance through the Fifth Anniversary, and any other dividends declared on such shares. However, if theamount that the holders of Series A Preferred Stock would have received if all outstanding shares of Series A Preferred Stock had beenconverted into common stock immediately prior to the liquidation event exceeded the amount discussed previously, the holders of Series APreferred Stock will receive the greater amount.

Conversion. Each share of Series A Preferred Stock may be converted at any time at the option of the holder into a number of shares of

common stock as is determined by dividing the original issue price of $62.22 per share by the conversion price which is initially $62.22. In theevent that after the Fifth Anniversary the Board of Directors recommends to the Company’s stockholders a sale of the company, but theCompany’s stockholders do not approve the recommended sale, then the conversion price would be reduced to $52.65. Additionally, if therewas a failure of the stockholders to approve certain other actions to facilitate an initial public offering of the Company’s common stock as wellas a failure to approve a sale of the Company recommended by the Board of Directors, then the conversion price would be $47.86. Theconversion price is also subject to adjustments on a broad-based, weighted-average basis upon the issuance of shares of common stock orcertain equivalent securities at a price per share less than conversion price of $62.22 or as then adjusted to date.

Mandatory conversion of the Series A Preferred Stock to common stock will occur immediately prior to the closing of any firm-

commitment, underwritten public offering of the Company in which the aggregate proceeds to the Company exceed $200.0 million, beforededuction of underwriters’ discounts and commissions, provided that the common stock is then listed on the New York Stock Exchange, itsNYSE Mkt or the Nasdaq Stock Market (or any successor exchange) and provided that the Company sells on a primary basis in such offering atleast certain required amounts of shares. All outstanding Series A Preferred Stock, accrued and unpaid dividends accrued on such shares, or, inthe event that the public offering occurs before the Fifth Anniversary, dividends that would have accrued during the period from the date ofissuance through the Fifth Anniversary, as well as dividends declared and unpaid would be converted at the effective conversion priceautomatically. Or, all outstanding shares of Series A Preferred Stock, plus accrued and unpaid dividends, and dividends declared and unpaidwill automatically be converted into shares of common stock upon written notice delivered to the Company by the holders of at least a majorityof the then outstanding shares of Series A Preferred Stock.

Voting Rights . Each holder of outstanding shares of Series A Preferred Stock is entitled to vote with the holders of outstanding shares

of common stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Company. Eachoutstanding share of Series A Preferred Stock is entitled to a number of votes equal to the number of shares of common stock into which it isconvertible.

In addition, the Company may not take certain actions without first having obtained the affirmative vote or waiver of the holders of a

majority of the outstanding shares of Series A Preferred Stock. These actions include, among other items, conducting certain liquidation events,entering into new lines of business, entering into agreements for certain acquisitions, joint ventures or investments involving amounts greaterthan $100.0 million and entering into agreements for certain firm, fixed-price or lump-sum design-build or EPC contracts. In addition, amongother things the Company is limited in certain additional amounts it may borrow, additional shares of certain securities that it may issue and theamounts of capital stock it can repurchase in excess of pre-approved amounts, in each case, without further approval from the holders of theSeries A Preferred Stock.

Redemption. The Company may redeem all the shares of Series A Preferred Stock (and not fewer than all shares of Series A Preferred

Stock) in one installment commencing at any time on or after June 24, 2018. The aggregate redemption price for the shares of Series APreferred Stock will be equal to the greater of (i) certain guaranteed minimum prices of up to an aggregate of $600.0 million, and (ii) the fairvalue of the shares, as determined by a third-party appraisal, plus accrued and unpaid dividends, and any other dividends declared and unpaid onsuch shares. The Series A Preferred Stock is not redeemable upon the election of the holders of Series A Preferred Stock.

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(5) Earnings Per Share

Basic earnings per share (“EPS”) is calculated using the weighted-average number of common shares outstanding during the periodand income available to common stockholders, which is calculated by deducting the dividends accumulated for the period on cumulativepreferred stock (whether or not earned) and income allocated to preferred stockholders as calculated under the two-class method. In the eventthe Company has a net loss, the net loss is not allocated to preferred stockholders as the holders do not have a contractual obligation to share inthe Company’s losses. The Company considers all of the Series A Preferred Stock to be participating securities as the holders of the preferredstock are entitled contractually to receive a cumulative dividend.

Diluted EPS under the two-class method is computed by giving effect to all potential shares of common stock including common stock

issuable upon conversion of the convertible preferred stock, the related convertible dividends for the aggregate five year contractual obligation,and stock options. The denominator is calculated by using the weighted-average number of common shares and common stock equivalentsoutstanding during the period, assuming conversion at the beginning of the period or at the time of issuance if later. Additionally, whencalculating diluted EPS, the Company analyzes the potential dilutive effect of the outstanding preferred stock under the if-converted method, inwhich it is assumed that the outstanding preferred stock convert to common stock at the beginning of the period. In the event that the if-converted method is more dilutive than the two-class method, the if-converted diluted EPS will be reflected in our financialstatements. Common stock equivalents are only included in the diluted EPS calculation when their effect is dilutive.

The table below presents the reconciliations of basic and diluted EPS for the three and nine months ended September 30, 2016 andSeptember 25, 2015. The reconciliations of basic and diluted EPS for the three and nine months ended September 25, 2015 have been restatedto conform to the two-class method and presentation as shown below:

Three Months Ended Nine Months Ended September 30, September 25, September 30, September 25,(in thousands, except per share amounts) 2016 2015 2016 2015Numerator - basic and diluted: Net (loss) income $ (33,649) $ 48,505 $ (164,115) $ 79,116Less: loss (income) attributable to noncontrolling interests 49,582 (9,060) 142,585 (12,423)

Net income attributable to CH2M 15,933 39,445 (21,530) 66,693Less: accrued dividends attributable to preferred stockholders 3,891 2,501 10,067 2,556Less: income allocated to preferred stockholders - basic 1,984 3,913 — 2,502

Income (loss) available to common stockholders - basic anddiluted $ 10,058 $ 33,031 $ (31,597) $ 61,635

Denominators: Weighted-average common shares outstanding - basic 25,357 27,140 25,817 27,281Dilutive effect of common stock equivalents 32 59 — 16

Diluted adjusted weighted-average common shares outstanding,assuming conversion of common stock equivalents 25,389 27,199 25,817 27,297

Basic net (loss) income per common share $ 0.40 $ 1.22 $ (1.22) $ 2.26Diluted net (loss) income per common share $ 0.40 $ 1.22 $ (1.22) $ 2.26

Due to the existence of a net loss available to common shareholders for the nine months ended September 30, 2016, basic and dilutedEPS were the same as the effect of potentially dilutive common stock equivalents, including options to purchase 2.6 million of common stockand 5.1 million shares of preferred stock and accumulated preferred stock dividends, would have been antidilutive. For the three and ninemonths ended September 25, 2015, options to purchase 1.0 million shares of common stock were excluded from the diluted EPScalculation because including them would have been antidilutive .

(6) Variable Interest Entities and Equity Method Investments

We routinely enter into teaming arrangements, in the form of joint ventures, to perform projects for our clients. Such arrangements are

customary in the engineering and construction industry and generally are project specific. The arrangements facilitate the completion of projectsthat are jointly contracted with our partners. These arrangements are formed to leverage the skills of the respective partners and includeconsulting, construction, design, design-build, program management and operations and maintenance contracts. The assets of a joint venture arerestricted for use only for the particular joint venture and are not available for

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general operations of the Company. Our risk of loss on these arrangements is usually shared with our partners. The liability of each partner isusually joint and several, which means that each partner may become liable for the entire risk of loss on the project. Furthermore, on some ofour projects, CH2M has granted guarantees which may encumber both our contracting subsidiary company and CH2M for the entire risk of losson the project.

Our financial statements include the accounts of our joint ventures when the joint ventures are variable interest entities (“VIE”) and we

are the primary beneficiary or those joint ventures that are not VIEs yet we have a controlling interest. We perform a qualitative assessment todetermine whether our company is the primary beneficiary once an entity is identified as a VIE. A qualitative assessment begins with anunderstanding of the nature of the risks associated with the entity as well as the nature of the entity’s activities including terms of the contractsentered into by the entity, ownership interests issued by the entity and how they were marketed, and the parties involved in the design of theentity. All of the variable interests held by parties involved with the VIE are identified and a determination is made of which activities are mostsignificant to the economic performance of the entity and which variable interest holder has the power to direct those activities. Most of theVIEs with which our Company is involved have relatively few variable interests and are primarily related to our equity investments,subordinated financial support, and subcontracting arrangements. We consolidate those VIEs in which we have both the power to direct theactivities of the VIE that most significantly impact the VIEs economic performance and the obligation to absorb losses or the right to receive thebenefits from the VIE that could potentially be significant to the VIE. As of September 30, 2016 and December 25, 2015, total assets of VIEsthat were consolidated were $415.6 million and $224.6 million, respectively, and liabilities were $552.0 million and $289.3 million,respectively. These assets and liabilities consist almost entirely of working capital accounts associated with the performance of anAustralian fixed-price Power EPC project being executed through a consolidated joint venture partnership and an Environment and Nuclearconsolidated joint venture consulting project in Canada .

In determining whether we have a controlling interest in a joint venture that is not a VIE and the requirement to consolidate the

accounts of the entity, we consider factors such as ownership interest, board representation, management representation, authority to makedecisions, and contractual and substantive participating rights of the partnership/members.

We held investments in unconsolidated VIEs and equity method investments of $73.5 million and $84.3 million at September 30, 2016

and December 25, 2015, respectively. Our proportionate share of net income or loss as well as gains or losses resulting from changes in fairvalue of equity method investments due to acquisitions and disposals is included as equity in earnings of joint ventures and affiliated companiesin the consolidated statements of operations. In general, the equity investment in our unconsolidated affiliates is equal to our current equityinvestment plus our portion of the entities’ undistributed earnings. We provide certain services, including engineering, constructionmanagement and computer and telecommunications support, to these unconsolidated entities. These services are billed to the joint ventures inaccordance with the provisions of the agreements.

As of September 30, 2016 and December 25, 2015, the total assets of VIEs that were not consolidated were $372.9 million and

$389.6 million, respectively, and total liabilities were $297.1 million and $304.9 million, respectively. These assets and liabilities consistalmost entirely of working capital accounts associated with the performance of single contracts. The maximum exposure to losses is limited tothe funding of any future losses incurred by those entities under their respective contracts with the project company.

(7) Goodwill and Intangible Assets

On September 6, 2016, we acquired a controlling interest in one of our joint ventures for consideration of $6.3 million, $2.1 million netof cash acquired, resulting in a gain of $15.0 million on the fair value remeasurement of the original equity method investment recorded inequity in earnings of joint ventures and affiliated companies and $31.3 million of goodwill as shown below. We are currently in the process offinalizing the initial purchase price allocation for the acquisition. The following table presents the changes in goodwill by segment, excludingsegments to which no goodwill is associated, during the nine months ended September 30, 2016:

($ in thousands) Environment and

Nuclear Energy andIndustrial Transportation Water

ConsolidatedTotal

Balance as of December 25, 2015 $ 64,764 $ 93,242 $ 281,520 $ 71,459 $ 510,985Acquisitions — 5,003 2,814 23,449 31,266Foreign currency translation (1,230) — (33,252) (8,405) (42,887)Balance as of September 30, 2016 $ 63,534 $ 98,245 $ 251,082 $ 86,503 $ 499,364

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The following table presents the changes in intangible assets by segment, excluding segments to which no intangible assets areassociated, during the nine months ended September 30, 2016:

($ in thousands) Environment and

Nuclear Transportation Water Consolidated

TotalBalance as of December 25, 2015 $ 30,096 $ 22,731 $ 6,184 $ 59,011Amortization (3,489) (8,148) (2,287) (13,924)Foreign currency translation 1,399 (1,955) (620) (1,176)Balance as of September 30, 2016 $ 28,006 $ 12,628 $ 3,277 $ 43,911

Intangible assets with finite lives consist of the following:

Accumulated Net finite-lived($ in thousands) Cost Amortization intangible assetsSeptember 30, 2016 Customer relationships $ 178,492 $ (134,581) $ 43,911Tradename 4,044 (4,044) -

Total finite-lived intangible assets $ 182,536 $ (138,625) $ 43,911December 25, 2015 Customer relationships $ 187,580 $ (128,655) $ 58,925Tradename 4,499 (4,413) 86

Total finite-lived intangible assets $ 192,079 $ (133,068) $ 59,011

All intangible assets are being amortized over their expected lives of between two years and ten years. The amortization expensereflected in the consolidated statements of operations for the three months ended September 30, 2016 and September 25, 2015 totaled$4.4 million and $6.2 million, respectively, and $13.9 million and $19.7 million for the nine months ended September 30, 2016 andSeptember 25, 2015, respectively. All intangible assets are expected to be fully amortized in 2024.

At September 30, 2016, the future estimated amortization expense related to these intangible assets is:

Amortization($ in thousands) Expense2016 (three months remaining) $ 4,3742017 16,3332018 4,3132019 3,5802020 3,5802021 3,580Thereafter 8,151 $ 43,911

(8) Property, Plant and Equipment

Property, plant and equipment consists of the following:

September 30, December 25,($ in thousands) 2016 2015Land $ 5,021 $ 5,021Building and land improvements 106,959 67,631Furniture and fixtures 27,356 25,332Computer and office equipment 166,490 158,399Field equipment 134,594 138,721Leasehold improvements 79,184 65,734 519,604 460,838Less: Accumulated depreciation (265,549) (257,172)

Net property, plant and equipment $ 254,055 $ 203,666

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Depreciation expense reflected in the consolidated statements of operations was $10.9 million and $11.1 million for the three monthsended September 30, 2016 and September 25, 2015, respectively, and $33.9 million and $35.9 million for the nine months ended September 30,2016 and September 25, 2015, respectively.

(9) Fair Value of Financial Instruments

Cash and cash equivalents, client accounts receivable, unbilled revenue, accounts payable and accrued subcontractor costs and billingsin excess of revenue are carried at cost, which approximates fair value due to their short maturities. Fair value of long ‑term debt, including thecurrent portion, is estimated based on Level 2 inputs, except the amount outstanding on the revolving credit facility for which the carrying valueapproximates fair value. Fair value is determined by discounting future cash flows using interest rates available for issues with similar terms andaverage maturities. The estimated fair values of our financial instruments where carrying values do not approximate fair value are as follows:

September 30, 2016 December 25, 2015 Carrying Fair Carrying Fair($ in thousands) Amount Value Amount ValueEquipment financing $ 8,674 $ 8,258 $ 8,594 $ 8,056Note payable by consolidated joint venture $ 2,533 $ 2,297 $ — —

We primarily enter into derivative financial instruments to mitigate exposures to changing foreign currency exchange rates. Thesecurrency derivative instruments are carried on the balance sheet at fair value and are typically based upon Level 2 inputs including third-partyquotes. At September 30, 2016, we had forward foreign exchange contracts on major world currencies with varying durations, none of whichextend beyond one year. As of September 30, 2016, we had $0.1 million of derivative assets. We had an insignificant amount of derivativeassets as of December 25, 2015. The unrealized and realized gains and losses due to changes in derivative fair values included in selling,general and administrative expense are as follows:

Three Months Ended Nine Months Ended September 30, September 25, September 30, September 25,(in thousands) 2016 2015 2016 2015Unrealized gain from changes in derivative fair values $ 46 $ 1,001 $ 223 $ 220Realized loss from changes in derivative fair values $ (2,262) $ (6,445) $ (5,038) $ (10,473)

(10) Line of Credit and Long-Term Debt

On September 30, 2016, we entered into a Third Amendment to our Second Amended and Restated Credit Agreement (“AmendedCredit Agreement”), to provide us with additional financial and operational flexibility, particularly by modifying the definition of consolidatedadjusted EBITDA to allow for the exclusion of expected cash restructuring charges and cash payments on the project losses attributable toongoing fixed-price contacts for purposes of determining the consolidated leverage ratio. In addition, the Amended Credit Agreement loweredour maximum available revolving credit facility to $925.0 million from $1.1 billion. The credit facility matures on March 28, 2019 andincludes a subfacility for the issuance of standby letters of credit up to $500.0 million, a subfacility of up to $300.0 million for multicurrencyborrowings, and a subfacility of up to $50.0 million for swingline loans. Under the terms of the Amended Credit Agreement, we may be able toinvite existing and new lenders to increase the amount available to be borrowed by up to $200.0 million. Other technical and operating changesto the Amended Credit Agreement specifically achieved the following:

Increased the margins used to determine the interest rates of revolving loans under the Amended Credit Agreement and the

commitment fees payable by CH2M; Limited the amount CH2M may spend to repurchase its common stock in connection with its employee stock ownership program

up to $75.0 million during the three quarter period ending March 31, 2017 and, thereafter, up to $100.0 million during a rollingfour quarter period less the amount of any legally required repurchases of common stock held in benefit plans;

Limited CH2M’s ability to pay cash dividends on preferred stock until no more than 10% of our consolidated adjusted EBITDAconsists of the cash and non-cash charges related to restructuring charges and project costs and losses in any rolling four quarterperiod and subject to minimum pro forma leverage ratio;

Disallows the use of proceeds from asset sales to repurchase common or preferred stock; and, Granted security interests to the lenders in substantially all of the assets of CH2M and CH2M’s subsidiaries, subject to certain

carve-outs.

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All other terms of the Amended Credit Agreement are consistent with those of the previous amended credit agreement entered into onMarch 30, 2015, and are disclosed in the Annual Report on Amendment No. 1 on Form 10-K/A for the year ended December 25, 2015. TheAmended Credit Agreement contains customary representations, warranties and conditions to borrowing including customary affirmative andnegative covenants, which include covenants that limit or restrict our ability to incur indebtedness and other obligations, grant liens to securetheir obligations, make investments, merge or consolidate, and dispose of assets outside the ordinary course of business, in each case subject tocustomary exceptions for credit facilities of this size and type.

On January 10, 2017, we received from the lenders under the Amended Credit Agreement, a waiver of compliance with respect to the

certifications to the lenders relating to our unaudited consolidated financial statements as of and for the quarters ended June 26, 2015,September 25, 2015 and December 25, 2015 and to the determination that a material weakness exists in our internal controls over financialaccounting. The waiver ensures that no event of default exists under the Amended Credit Agreement as a result of the restatement, and we mayrequest the issuance of new loan advances and letters of credit under the Amended Credit Agreement in accordance with its terms.

As of September 30, 2016, we were in compliance with the covenants required by the Amended Credit Agreement. Management

continually assesses its potential future compliance with the Amended Credit Agreement covenants based upon estimates of future earnings andcash flows. If there is an expected possibility of non-compliance, we will discuss possibilities with the Company’s lenders or utilize othermeans of capitalizing the Company to anticipate or remedy any non-compliance. The expected cash outflows required to fund the project lossesdiscussed in Note 2 – Changes in Project-Related Estimates and the related impact on earnings will put a financial strain on the Company thatmay require an amendment or other remedies to be pursued by management if certain earnings estimates or cash flow improvement initiativesare not achieved or if required to facilitate restructuring plans.

Our nonrecourse and other long-term debt consist of the following:

September 30, December 25,($ in thousands) 2016 2015Revolving Credit Facility, average rate of interest of 3.4% $ 411,274 $ 292,783Equipment financing, due in monthly installments to September 2021, secured by equipment. These notesbear interest ranging from 0.22% to 3.29% 8,674 8,594Note payable by consolidated joint venture, due July 2019. This note bears interest at 6-month LIBORplus 2.5% 2,533 —Other notes payable 212 285Total debt 422,693 301,662Less: current portion of debt 2,224 2,069Total long-term portion of debt $ 420,469 $ 299,593

At September 30, 2016 and December 25, 2015, company-wide issued and outstanding letters of credit and bank guarantee facilitieswere $132.2 million and $145.5 million, respectively. The remaining unused borrowing capacity under the Credit Facility was $194.3 millionas of September 30, 2016.

(11) Income Taxes

After adjusting for the impact of loss attributable to noncontrolling interests, the effective tax rate on the loss attributable to CH2M forthe nine months ended September 30, 2016 was 84.6% compared to 27.8% on the profit for the same period in the prior year and for the lossattributable to the three months ended September 30, 2016 was 125.5% compared to 23.8% for the profit for the same period in the prioryear. The effective tax rate attributable to CH2M for the three and nine months ended September 30, 2016 was higher compared to the sameperiods in the prior year primarily due to the favorable impacts associated with the release of the valuation allowances for pension and netoperating loss deferred tax assets due the reduction in our pension liabilities resulting from the renegotiation of pension agreements andimplementation of a new transfer pricing policy. Our effective tax rate continues to be negatively impacted by the effect of non-deductibleforeign net operating losses and the disallowed portions of meals and entertainment expenses.

CH2M is required to record all deferred tax assets or liabilities for temporary differences, net operating loss carryforwards, and tax

credit carryforwards. A deferred tax asset valuation allowance is established when it is more likely than not that all or some portion of thedeferred tax assets will not be realized in future periods. Halcrow Group Limited (“HGL”), a subsidiary of CH2M, has substantial deferred taxassets, primarily related to the Halcrow Pension Scheme (“HPS), a defined benefit plan sponsored by HGL. These deferred tax assets representfuture deductions available to HGL. When HGL was acquired in 2011, it was determined a full

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valuation allowance was required on these assets as there was uncertainty regarding the ability to realize these assets in the future. OnOctober 4, 2016, HGL effected a transaction to restructure the benefits provided to members of the HPS, and, as a result, we expect a reductionin our overall pension liability and related future funding obligations. For additional information regarding the Halcrow Pension Scheme andchanges to the defined benefit plan effective October 4, 2016, refer to Note 15 – Subsequent Events . Consequently, we believe that thedeferred tax assets of HGL will now more likely than not be realized at some point in the future. Therefore, we removed the valuationallowance, generating a benefit of approximately $46.1 million in the third quarter of 2016.

During the three months ended September 30, 2016, the Company elected to early adopt ASU 2016-09 with an effective date of

December 26, 2015. Accordingly, the Company recognized $3.1 million of tax benefit. This in addition to the previously unrecognized excesstax benefits of $11.1 million, which resulted in a cumulative-effect adjustment to retained earnings.

Estimated undistributed earnings of our foreign subsidiaries amounted to approximately $471.4 million and $341.8 million atSeptember 30, 2016 and December 25, 2015, respectively. These earnings are considered to be permanently reinvested. Accordingly, noprovision for U.S. federal and state income taxes or foreign withholding taxes has been made. Determining the tax liability that would arise ifthese earnings were repatriated is not practical.

As of September 30, 2016 and December 25, 2015, we had $53.9 million and $38.5 million, respectively, recorded as a liability for

uncertain tax positions. We recognize interest and penalties related to unrecognized tax benefits in income tax expense or benefit. Included inthe amounts discussed above are approximately $3.2 million and $3.0 million of accrued interest and penalties related to uncertain tax positions,as of September 30, 2016 and December 25, 2015, respectively.

We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business,

we are subject to examination by taxing authorities throughout the world, including such major jurisdictions as the United States, UnitedKingdom and Canada. With few exceptions, we are no longer subject to U.S. federal, state and local or non-U.S. income tax examinations bytax authorities in major tax jurisdictions for years before 2008.

(12) Restructuring and Related Charges

2016 Restructuring Plan. During the third quarter of 2016, the Company began a process to review the structure and resources within

its business segments and formulate a restructuring plan to more fully align global operations with the Company’s client-centric strategy,including a simplified organization structure and streamlined delivery model to achieve higher levels of profitable growth (“2016 RestructuringPlan”). The anticipated restructuring activities include such items as workforce reductions and facilities consolidations. During the three andnine months ended September 30, 2016, we incurred $4.4 million of costs for these restructuring activities related to the 2016 RestructuringPlan, which have been included in general and administration expense on the consolidated statements of operations. Overall, we expect to incurup to approximately $50.0 million to $70.0 million in total restructuring charges under the 2016 Restructuring Plan, primarily related toemployee severance and termination benefits and facilities consolidation costs. We expect the 2016 Restructuring Plan to be completed by theend of the first half of 2017 and to result in aggregate annual cost savings of approximately $90.0 million to $100.0 million.

2014 Restructuring Plan. In September 2014, the Company commenced certain restructuring activities in order to achieve important

business objectives, including reducing overhead costs, improving efficiency, and reducing risk (“2014 Restructuring Plan”). Theserestructuring activities, which continued into 2015, included such items as a voluntary retirement program, workforce reductions, facilitiesconsolidations and closures, and evaluation of certain lines of business. During the three and nine months ended September 25, 2015, weincurred $8.2 million and $25.8 million of costs, respectively, for these restructuring activities, which have been included in selling, general andadministration expense on the consolidated statements of operations. The restructuring activities under the 2014 Restructuring Plan weresubstantially complete as of December 25, 2015.

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The changes in the provision for the restructuring activities for the nine months ended September 30, 2016 are as follows:

2014 Restructuring Plan 2016 Restructuring Plan

($ in thousands)

EmployeeSeverance andTerminationBenefits Facilities Cost Other

EmployeeSeverance andTerminationBenefits Other

ConsolidatedTotal

Balance, December 25, 2015 $ 8,003 $ 23,383 $ 970 $ — $ — $ 32,356Provision — — — 3,434 987 4,421Cash payments (6,235) (5,719) (970) (3,434) (987) (17,345)

Balance, September 30, 2016 $ 1,768 $ 17,664 $ — $ — $ — $ 19,432 The remaining provisions for employee severance and termination benefits will be paid primarily over the next twelve months, and

accruals for facilities costs will be paid over the remaining term of the exited leases which extend through 2028 .

(13) Defined Benefit Plans and Other Postretirement Benefits

We sponsor several defined benefit pension plans primarily in the United States and the United Kingdom. In the U.S., we have threenoncontributory defined benefit pension plans. Plan benefits are generally based on years of service and compensation during the span ofemployment. Benefits in two of the plans are frozen while one plan remains active, the CH2M HILL OMI Retirement Plan (“OMIPlan”). During the three months ended September 30, 2016, the Company adopted an amendment to freeze future pay and benefit serviceaccruals beginning in 2017 for non-union participants within the OMI Plan, resulting a gain on curtailment of $4.6 million as shown in the tablebelow. Additionally, the OMI Plan projected benefit obligation and fair value of plan assets were remeasured as of September 30, 2016,resulting in an increase to the underfunded status of $10.5 million primarily due to the reduced discount rate at September 30, 2016 of 3.80% ascompared to the 4.90% as of December 31, 2015.

In the U.K., we assumed several defined benefit plans as part of our acquisition of Halcrow on November 10, 2011, of which the

largest is the Halcrow Pension Scheme. These Halcrow defined benefit plans have been closed to new entrants for many years. The informationrelated to these plans is presented in the Non ‑U.S. Pension Plans columns of the tables below. For additional information regarding theHalcrow Pension Scheme and changes to the defined benefit plan effective October 4, 2016, refer to Note 15 – Subsequent Events .

The components of the net periodic pension (income) expense for the three and nine months ended September 30, 2016 and

September 25, 2015 are detailed below:

Three Months Ended September 30, 2016 September 25, 2015 U.S. Non-U.S. U.S. Non-U.S.($ in thousands) Pension Plans Pension Plans Pension Plans Pension PlansService cost $ 672 $ 1,349 $ 862 $ 888Interest cost 2,955 9,697 2,811 11,102Expected return on plan assets (2,921) (8,137) (3,312) (7,993)Amortization of prior service credits (188) — (192) —Recognized net actuarial loss 1,627 631 1,868 1,002Gain on curtailment (4,568) — — —

Net (income) expense included in current income $ (2,423) $ 3,540 $ 2,037 $ 4,999

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Nine Months Ended September 30, 2016 September 25, 2015 U.S. Non-U.S. U.S. Non-U.S.($ in thousands) Pension Plans Pension Plans Pension Plans Pension PlansService cost $ 2,014 $ 4,104 $ 2,588 $ 2,647Interest cost 8,863 30,661 8,431 32,901Expected return on plan assets (8,763) (25,773) (9,936) (23,680)Amortization of prior service credits (564) — (574) —Recognized net actuarial loss 4,885 2,017 5,598 2,966Gain on curtailment (4,568) — — —

Net expense included in current income $ 1,867 $ 11,009 $ 6,107 $ 14,834

We sponsor a medical benefit plan for retired employees of certain subsidiaries. The plan is contributory, and retiree premiums arebased on years of service at retirement. The benefits contain limitations and a cap on future cost increases. We fund postretirement medicalbenefits on a pay ‑as ‑you ‑go basis. Additionally, we have a frozen non ‑qualified pension plan that provides additional retirementbenefits to certain senior executives who remained employed and retired from CH2M on or after age 65.

The components of the non-qualified pension benefit expense and postretirement benefit expense for the three and nine months ended

September 30, 2016 and September 25, 2015 are detailed below:

Three Months Ended September 30, 2016 September 25, 2015 Non-Qualified Postretirement Non-Qualified Postretirement($ in thousands) Pension Plan Benefit Plans Pension Plan Benefit PlansService cost $ — $ 207 $ — $ 241Interest cost 14 497 14 525Amortization of prior service (credits) costs — (96) — (8)Recognized net actuarial loss (gain) — (3) 1 (2)

Net expense included in current income $ 14 $ 605 $ 15 $ 756

Nine Months Ended September 30, 2016 September 25, 2015 Non-Qualified Postretirement Non-Qualified Postretirement($ in thousands) Pension Plan Benefit Plans Pension Plan Benefit PlansService cost $ — $ 619 $ — $ 725Interest cost 40 1,491 44 1,573Amortization of prior service (credits) costs — (288) — (22)Recognized net actuarial loss (gain) — (9) 1 (6)

Net expense included in current income $ 40 $ 1,813 $ 45 $ 2,270

(14) Commitments and Contingencies

We are party to various legal actions arising in the normal course of business. Because a large portion of our business comes from U.S.federal, state and municipal sources, our procurement and certain other practices at times are subject to review and investigation by variousagencies of the U.S. government and state attorneys’ offices. Such state and U.S. government investigations, whether relating to governmentcontracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties orcould lead to suspension or debarment from future U.S. government contracting. These investigations often take years to complete and manyresult in no adverse action or alternatively could result in settlement. Damages assessed in connection with and the cost of defending any suchactions could be substantial. While the outcomes of pending proceedings and legal actions are often difficult to predict, management believesthat proceedings and legal actions currently pending would not result in a material adverse effect on our results of operations or financialcondition even if the final outcome is adverse to our company.

Many claims that are currently pending against us are covered by our professional liability insurance after we have exhausted our self-

insurance requirement. Management estimates that the levels of insurance coverage (after retentions and deductibles) are generally adequate tocover our liabilities, if any, with regard to such claims. Any amounts that are probable of payment are accrued when such amounts areestimable. As of September 30, 2016 and December 25, 2015, accruals for potential estimated claim liabilities were $6.7 million and$11.0 million, respectively.

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In 2003, the Municipality of Anchorage, Alaska (“Municipality”) began its Port of Anchorage Intermodal Expansion Project byentering into Memoranda of Understanding with the Maritime Administration (“MarAd”). MarAd contracted with Integrated Concepts andResearch Corporation (“ICRC”) to perform certain design and construction-related work on the project. In 2006, ICRC subcontracted certainproject design work to PND Engineers, Inc. (“PND”). In 2006, PND subcontracted some limited portions of its work to VECO, Inc. (n/k/aCH2M HILL Alaska, Inc.). During the design phase, PND’s proprietary design, the Open Cell Sheet Pile system (“OCSP”) was recommendedas the preferred design alternative on the project. VECO issued two documents, one in 2006 and one in 2007. On March 8, 2013, theMunicipality filed suit against ICRC, PND, and CH2M HILL Alaska, Inc. in the Superior Court for the State of Alaska, Third Judicial Districtat Anchorage. Four additional parties (GeoEngineers, Inc.; Terracon Consultants, Inc.; Colaska, Inc.; and MKB Constructors) were later addedto the litigation. The matter was later transferred to the United States District Court for the District of Alaska. The Municipality alleges theproject suffered from design and construction deficiencies. The Municipality’s claims against CH2M HILL Alaska, Inc. ultimately includedclaims for professional negligence, negligence, and negligent misrepresentation. The Court issued a ruling on October 31, 2016, granting CH2MHILL Alaska, Inc.’s motion for summary judgment as to negligence, negligent misrepresentation, and the portion of the professional negligenceclaim relating to VECO’s 2007 report. The Municipality currently claims that its damages against all defendants are approximately$312.0 million. The Municipality has reached settlements with Terracon Consultants, Inc.; Colaska, Inc.; and MKB Constructors. Trial isscheduled to begin in April 2017. The Municipality has also filed suit against MarAd in the Court of Federal Claims related to the Project.Based on information presently known to management, we intend to vigorously defend the claims brought against us, and we believe that theoutcome of this dispute will not have a material adverse effect on our financial condition, cash flows or results of operations.

(15) Subsequent Events

On October 4, 2016, Halcrow Group Limited (“HGL”), a subsidiary of CH2M, effected a transaction to restructure the benefitsprovided to members of the Halcrow Pension Scheme (“HPS”), a defined benefit plan sponsored by HGL, by providing each member with theoption to transfer his or her benefits in the HPS to a new pension scheme, which is also sponsored by HGL (“HPS2”). Alternatively, membershad the option to remain in the HPS which will enter the Pension Protection Fund (“PPF”) under a regulated apportionment arrangement. Thenew scheme, HPS2, provides benefits that are better than the compensation that would otherwise be paid by the PPF if a member chose to jointhe PPF rather than HPS2. The PPF was created by the United Kingdom Pensions Act 2004 to provide compensation to members of eligibledefined benefit pension schemes when an employer of the scheme can no longer support the pension scheme. A member that transferred toHPS2 received identical benefits to those in the HPS, except that annual increases and revaluation of benefits are reduced to statutory levels. Apension scheme member that elected to transfer to the new scheme also received a one-time uplift to benefits of either 1.0% or 2.5%. ThePension Regulator, which is the United Kingdom’s executive body that regulates work-based pension schemes, and the PPF provided necessaryregulatory approvals for the transaction to restructure the HPS benefits.

Once the transaction described above became effective on October 4, 2016, HGL ceased to have any further obligations to the HPS.

All members who consented to transfer to HPS2 were transferred on October 5, 2016. Members who agreed to transfer to the new schemeaccount for 96.6% of the HPS’ liabilities and a broadly equivalent proportion of the HPS’ assets have transferred to the new scheme, as well as20% of HGL’s equity issued as part of the transaction. It is anticipated that those members who remained in the HPS will begin the process oftransferring to the PPF during the fourth quarter of 2016 along with the assets that remain in the HPS, as well as 5% of HGL’s equity issued aspart of the transaction.

Additionally, in connection with the transaction, CH2M issued a £50.0 million, approximately $65.0 million as of September 30, 2016,

parent company guarantee to support HPS2 and funded £80.0 million, approximately $104.0 million as of September 30, 2016, to be allocatedbetween HPS2 and the PPF based on the proportion of the HPS’ members that transferred to HPS2.

The table below shows the estimated pro forma impact of the transaction as described above to our consolidated balance sheet as if the

transaction had been effective as of September 30, 2016:

As Stated Pro Forma Impact of September 30, September 30, Pension($ in thousands) 2016 2016 RestructuringLiabilities:

Long-term employee related liabilities $ 530,651 $ 312,411 $ (218,240)Stockholders’ equity:

Accumulated other comprehensive loss (income) (285,170) (163,819) 121,351Additional paid-in capital 151,295 145,691 (5,604)Noncontrolling interest $ (96,828) $ (91,181) $ 5,647

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In addition to the impacts on our consolidated balance sheet, we will incur a $7.6 million loss related to the partial settlement of thedefined benefit pension plan for those members of HPS that transferred into the PPF. Subsequent to the transaction, we expect to have$4.9 million of net periodic pension expense, inclusive of the loss related to the partial settlement, related to the HPS2 for the fourth quarter of2016.

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Item 2. Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperations The following discussion and analysis is intended to assist in understanding our financial condition, changes in financial condition and

results of operations as a whole and for each of our operating segments and should be read in conjunction with our consolidated financialstatements and notes thereto in our Annual Report on Amendment No. 1 on Form 10-K/A for the year ended December 25, 2015.

In the following text, the terms, “CH2M,” “the Company,” “we,” “our,” and “us” may refer to CH2M HILL Companies, Ltd. Certain statements throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations and

elsewhere in this Quarterly Report are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended(“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and thus reflect our currentexpectations and beliefs with respect to certain current and future events and financial performance. Such forward-looking statements arecontinually subject to many risks and uncertainties relating to our operations and business environment that may cause actual results to differmaterially from any future results expressed or implied in such forward looking statements. Words such as “believes,” “anticipates,” “expects,”“will,” “plans” and similar expressions are intended to identify forward-looking statements.

Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which

identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the futureeffects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this Quarterly Report arebased upon information available to us on the date of this Quarterly Report. We undertake no obligation to publicly update or revise anyforward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required byapplicable law.

Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation,

the following: the continuance of, and funding for certain governmental regulation and enforcement programs which create demand for ourservices; our ability to attract and perform large, longer-term projects; our ability to insure against or otherwise cover the liability risks inherentin our business including environmental liabilities and professional engineering liabilities; our ability to manage the risks inherent in thegovernment contracting business and the delivery of fixed-price projects; our ability to manage the costs associated with our fixed-pricecontracts; our ability to manage the risks inherent in international operations, including operations in war and conflict zones; our ability toidentify and successfully integrate acquisitions; our ability to attract and retain professional personnel; changes in global business, economic,political and social conditions; intense competition in the global engineering, procurement and construction industry; civil unrest, security issuesand other unforeseeable events in countries in which we do business; changes in the level of activity in the oil and gas industry; volatility inglobal stock markets, currency exchange rate fluctuations, and global economic uncertainty as a result of the June 23, 2016 United Kingdomreferendum in which British citizens approved an exit from the European Union (commonly referred to as “Brexit”); our failure to receiveanticipated new contract awards; the affects, if any, of U.S. government budget constraints; difficulties or delays incurred in the execution ofcontracts; additional restructuring charges in future periods; risks inherent to the operations of our internal market; our ability to maintain theliquidity necessary for our operations; possible changes to our capital structure; obligations associated with the issuance of our Series APreferred Stock; and other risks and uncertainties set forth under Item 1A. Risk Factors in our Annual Report on Amendment No. 1 on Form10-K/A for the year ended December 25, 2015 and our subsequent Quarterly Reports on Form 10-Q for the quarters ended March 25, 2016 andJune 24, 2016 , and other risks and uncertainties set forth from time to time in the reports the Company files with the SEC. Consequently,forward-looking statements should not be regarded as representation or warranties by the Company that such matters will be realized.

Business Summary

Founded in 1946, we are a large employee-controlled professional engineering services firm providing engineering, construction,

consulting, design, design-build, procurement, operations and maintenance, EPC, program management and technical services around theworld. We have approximately 22,000 employees worldwide inclusive of craft and hourly employees as well as employees in our consolidatedjoint ventures.

We provide services to a diverse customer base including the U.S. federal and foreign governments and governmental authorities;

provincial, state and local municipal governments and agencies; universities; and private sector industries. We believe we provide our clientswith innovative project delivery using cost-effective approaches and advanced technologies.

Our revenue is dependent upon our ability to attract and retain qualified and productive employees, identify business opportunities,

allocate our labor resources to profitable markets, secure new contracts, execute existing contracts, and maintain

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existing client relationships. Moreover, as a professional services company, the quality of the work generated by our employees is integral toour revenue generation.

Private Equity Investor

On June 22, 2015, the Company designated 10,000,000 shares as Series A Preferred Stock with an original issue price of $62.22 underthe Certificate of Designation. On June 24, 2015, the Company sold and issued an aggregate of 3,214,400 shares of Series A Preferred Stock foran aggregate purchase price of $200.0 million in a private placement to a subsidiary owned by investment funds affiliated with Apollo GlobalManagement, LLC (together with its subsidiaries, “Apollo”). Total proceeds from the preferred stock offering were $191.7 million, net ofissuance costs of $8.3 million. The sale occurred in connection with the initial closing pursuant to the Subscription Agreement entered into bythe Company and Apollo on May 27, 2015 (“Subscription Agreement”).

On April 11, 2016, pursuant to the Subscription Agreement, we sold and issued in a second closing an aggregate of 1,607,200 shares of

Series A Preferred Stock to Apollo at a price of $62.22 per share for an aggregate purchase price of approximately $100.0 million in a privateplacement. Total proceeds from the preferred stock offering were $99.8 million, net of issuance costs of $0.2 million.

The Company offered and sold the preferred shares in reliance on the exemption from registration provided by Rule 506 of Regulation

D promulgated under the Securities Act on the basis that Apollo was an accredited investor and that we did not use general solicitation oradvertising to market the preferred shares and otherwise satisfied the requirements of the exemption.

Under our agreement with Apollo, the maximum consolidated leverage ratio is 3.00x for 2016 and beyond, consistent with our

Amended Credit Agreement. As of September 30, 2016, we were in compliance with this covenant. Management continually assesses itspotential future compliance with the consolidated leverage ratio covenant based on estimates of future earnings and cash flows. If there is anexpected possibility on non-compliance, we will discuss possibilities with Apollo to modify the covenant consistent with discussions with theCompany’s lenders or utilize other means of capitalizing the Company to anticipate or remedy any non-compliance. The expected cash outflowsrequired to fund the project losses discussed in Note 2 – Changes in Project-Related Estimates and the related impact on earnings will put afinancial strain on the Company that may require an amendment or other remedies to be pursued by management if certain earnings estimates orcash flow improvement initiatives are not achieved or if required to facilitate restructuring plans.

For a summary of the terms and conditions of the Series A Preferred Stock, see Note 4 – Stockholders’ Equity of the consolidated

financial statements.

Defined Benefit Plans During the three months ended September 30, 2016, the Company adopted an amendment for one of our United States defined benefit

plans, the CH2M HILL OMI Retirement Plan (“OMI Plan”), to freeze future pay and benefit service accruals beginning in 2017 for non-unionparticipants, resulting a gain on curtailment of $4.6 million. Additionally, the OMI Plan projected benefit obligation and fair value of planassets were remeasured as of September 30, 2016, resulting in an increase to the underfunded status of $10.5 million primarily due to thereduced discount rate at September 30, 2016 of 3.80% as compared to the 4.90% as of December 31, 2015.

Subsequent to the three months ended September 30, 2016, Halcrow Group Limited (“HGL”), a subsidiary of CH2M, effected a

transaction on October 4, 2016 to restructure the benefits provided to members of the Halcrow Pension Scheme (“HPS”), a defined benefit plansponsored by HGL, by providing each member with the option to transfer his or her benefits in the HPS to a new pension scheme, which is alsosponsored by HGL (“HPS2”). Alternatively, members had the option to remain in the HPS which will enter the Pension Protection Fund(“PPF”) under a regulated apportionment arrangement. The new scheme, HPS2, provides benefits that are better than the compensation thatwould otherwise be paid by the PPF if a member chose to join the PPF rather than HPS2. The PPF was created by the United KingdomPensions Act 2004 to provide compensation to members of eligible defined benefit pension schemes when an employer of the scheme can nolonger support the pension scheme. A member that transferred to HPS2 received identical benefits to those in the HPS, except that annualincreases and revaluation of benefits are reduced to statutory levels. A pension scheme member that elected to transfer to the new scheme alsoreceived a one-time uplift to benefits of either 1.0% or 2.5%. The Pension Regulator, which is the United Kingdom’s executive body thatregulates work-based pension schemes, and the PPF provided necessary regulatory approvals for the transaction to restructure the HPS benefits.

Once the transaction described above became effective on October 4, 2016, HGL ceased to have any further obligations to the HPS.

All members who consented to transfer to HPS2 were transferred on October 5, 2016. Members who agreed to transfer to the

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new scheme account for 96.6% of the HPS’ liabilities and a broadly equivalent proportion of the HPS’ assets have transferred to the newscheme, as well as 20% of HGL’s equity issued as part of the transaction. It is anticipated that those members who remained in the HPS willbegin the process of transferring to the PPF during the fourth quarter of 2016 along with the assets that remain in the HPS, as well as 5% ofHGL’s equity issued as part of the transaction.

Additionally, in connection with the transaction, CH2M issued a £50.0 million, approximately $65.0 million as of September 30, 2016,

parent company guarantee to support HPS2 and funded £80.0 million, approximately $104.0 million as of September 30, 2016, to be allocatedbetween HPS2 and the PPF based on the proportion of the HPS’ members that transferred to HPS2. As discussed in more detail in the IncomeTaxes section below, we also removed a HGL valuation allowance, generating a benefit of approximately $46.1 million in the third quarter of2016.

As a result of the transaction, our overall pension liability is expected to be reduced by approximately $218.2 million, and, we expect

to incur a $7.6 million loss related to the partial settlement of the defined benefit pension plan for those members of HPS that transferred intothe PPF. Subsequent to the transaction, we expect to have $4.9 million of net periodic pension expense, inclusive of the loss related to thepartial settlement, related to the HPS2 for the fourth quarter of 2016.

2016 Restructuring Plan

During the third quarter of 2016, the Company began a process to review the structure and resources within its business segments and

formulate a restructuring plan to more fully align global operations with the Company’s client-centric strategy, including a simplifiedorganization structure and streamlined delivery model to achieve higher levels of profitable growth (“2016 Restructuring Plan”). Theanticipated restructuring activities include such items as workforce reductions and facilities consolidations. During the three and nine monthsended September 30, 2016, we incurred $4.4 million of costs for these restructuring activities related to the 2016 Restructuring Plan, which havebeen included in general and administration expense on the consolidated statements of operations. Overall, we expect to incur up toapproximately $50.0 million to $70.0 million in total restructuring charges under the 2016 Restructuring Plan, primarily related to employeeseverance and termination benefits and facilities consolidation costs. We expect the 2016 Restructuring Plan to be completed by the end of thefirst half of 2017 and to result in aggregate annual cost savings of approximately $90.0 million to $100.0 million. Summary of Operations

In the first quarter of 2016, we implemented certain organizational changes, including the reorganization of our internal reportingstructure to better facilitate our strategy for growth and operational efficiency. In connection with this refinement, we have discontinued ourformer Industrial and Urban Environments (“IUE”) business group as a standalone unit, and we have combined its industrial and advancedtechnology business with our Oil, Gas and Chemicals business group to form the Energy and Industrial business group. Additionally, our urbanenvironments and sports business which was formerly within IUE has been combined with our Water business group. Our Power EPC businesscontinues to be monitored as a separate operating segment as we exit the fixed-price Power EPC business. As a result of this reorganization, wehave identified our four business groups, which include Energy and Industrial, Environment and Nuclear, Transportation, and Water, as well asour Power EPC business as reportable operating segments.

Costs for corporate general and administrative expenses, restructuring costs and amortization expense related to intangible assets have

been allocated to each segment based on the estimated benefits provided by corporate functions. This allocation is primarily based upon metricsthat reflect the proportionate volume of project-related activity and employee labor costs within each segment. Prior year amounts have beenrevised to conform to the current year presentation.

During the third quarter of 2016, the Company began the process of assessing and modifying its current operating structure to more

fully align global operations with the Company’s client-centric strategy and to streamline its delivery model to achieve higher levels ofprofitable growth. The transformation is currently in process and is expected to be fully communicated and operational in the first quarter of2017. We expect to revise our segments in 2017 as a result of the modified operating structure.

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ResultsofOperationsforthethreemonthsendedSeptember30,2016andSeptember25,2015

On a consolidated basis, our gross revenue decreased by $86.0 million and our consolidated operating incomedecreased $172.2 million for the three months ended September 30, 2016 as compared to September 25, 2015. The following table summarizesour results of operation by segment for the three months ended September 30, 2016 as compared to the three months ended September 25, 2015:

Three Months Ended September 30, 2016 September 25, 2015 Change Gross Operating Gross Operating Gross Operating($ in thousands) Revenue Income (Loss) Revenue Income (Loss) Revenue Income (Loss)Energy and Industrial $ 211,056 $ (2,574) $ 288,877 $ 5,028 $ (77,821) $ (7,602)Environment and Nuclear 558,654 28,557 421,860 20,739 136,794 7,818Transportation 234,509 (57,996) 250,497 5,237 (15,988) (63,233)Water 298,390 30,957 342,744 24,804 (44,354) 6,153Power EPC (23,379) (107,294) 61,208 8,014 (84,587) (115,308)

Total $ 1,279,230 $ (108,350) $ 1,365,186 $ 63,822 $ (85,956) $ (172,172)

Energy and Industrial Energy and Industrial had a $77.8 million, or 27%, decrease in revenue for the three months ended September 30, 2016 as compared to

the three months ended September 25, 2015. The decline in gross revenue was predominantly caused by reductions in volume and clientconcessions on direct hire construction, operations and maintenance, program management and professional services projects primarily withinthe U.S. and Mexico as a result of continued commodity pricing pressures within the oil and gas industry.

Operating income within Energy and Industrial decreased by $7.6 million for the three months ended September 30, 2016 as comparedto the three months ended September 25, 2015. The decrease in operating income was primarily related to the reduction in project volume andclient concessions due to the pressures in the oil and gas industry as discussed above. In addition, selling, general and administrative costs havedecreased for the three months ended September 30, 2016 as compared to the three months ended September 25, 2015 due to efficiencies gainedfrom the various restructuring plans and continuing efforts to reduce overhead as well as reduced business development costs consistent withreduced opportunities in the depressed oil and gas industry.

Environment and Nuclear Environment and Nuclear revenue increased $136.8 million, or 32%, for the three months ended September 30, 2016 as compared to

the three months ended September 25, 2015. Revenue increased by approximately $129.2 million due to a large nuclear project in aconsolidated Canadian joint venture which began operations in late 2015. Of this increase, approximately $51.7 million was a result of thenuclear project eliminating a previously existing one-month reporting lag during the third quarter of 2016, which had been required to achieve atimely consolidation. This change did not impact Environment and Nuclear operating income for the three months ended September 30,2016. The remaining increase in revenue was driven by higher volumes of environmental activity within the U.S federal business sector.

For the three months ended September 30, 2016 as compared to the three months ended September 25, 2015, Environment and Nuclear

operating income increased $7.8 million, or 38%. This increase in operating income was caused by reduced selling, general and administrativecosts due to efficiencies gained from the various restructuring plans as well as slight increases in earnings related to the consolidated Canadianjoint venture. Due to market conditions and the overall nature of the work, profit margin on the Canadian joint venture is somewhat lower thanon other nuclear projects in the Environment and Nuclear portfolio. Consequently, operating income was not more significantly impacted bythis project.

Transportation Transportation revenue decreased $16.0 million, or 6%, in the three months ended September 30, 2016 as compared to the three

months ended September 25, 2015. The decrease was primarily caused by lower revenue on our fixed-price Transportation contract to designand construct roadway improvements on an expressway in the southwestern United States as compared to the same period in the prior year aswell as lower revenue in our Middle East Transportation businesses and the negative effects of a weaker British Pound related to ourTransportation consulting business in the United Kingdom. This decrease was partially offset by increased Transportation project volume inCanada.

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Transportation operating income decreased $63.2 million for the three months ended September 30, 2016 as compared to the three

months ended September 25, 2015. The decrease was predominantly caused by cost growth resulting in changes in estimated costs of$65.6 million to complete a fixed-price Transportation contract to design and construct roadway improvements on an expressway in thesouthwestern United States in the three months ended September 30, 2016 as compared to the $2.5 million cost growth in the three monthsended September 25, 2015. Refer to Note 2 – Changes in Project-Related Estimates of the Notes to Consolidated Financial Statements foradditional detail. While management believes that it has recorded an appropriate provision to complete this project, we may incur additionalcosts and losses if our cost estimation processes identify new costs not previously included in our total estimated loss. These possible costincreases include extensions of the schedule to complete the job, lower than expected productivity levels, and performance issues with oursubcontractors. These potential changes in estimates could be materially adverse to the Company’s results of operations, cash flow or liquidity.

Water Water revenue decreased $44.4 million, or 13%, for the three months ended September 30, 2016 as compared to three months ended

September 25, 2015. Approximately $46.3 million of the decline in revenue was attributable to decreased activity on two design-build-operatecontracts for water treatment facilities in the western United States as the projects approach completion and the completion of a programmanagement project in the Middle East. Additionally, Water revenue declined due to reduced activity on projects related to the oil and gasindustry as well as reduced activity on projects in Puerto Rico related to the country’s constrained spending due to its economic challenges.These declines were partially offset by favorable growth in two large flood management programs in the United Kingdom and in the UnitedStates.

Water’s operating income increased by $6.2 million, or 25%, in the three months ended September 30, 2016 as compared to the three

months ended September 25, 2015. The operating income in the three months ended September 30, 2016 benefited from an increased ratio ofhigh-margin consulting projects to low-margin design-build projects within the Water business portfolio as compared to the three months endedSeptember 25, 2015. Additionally, we acquired a controlling interest in one of our joint ventures which primarily operates in the water andurban environment and sports businesses, resulting in a fair value remeasurement gain of $15.0 million of the original equity methodinvestment, of which $10.7 million was included within Water’s equity in earnings of joint ventures and affiliated companies. These increaseswere partially offset by the overall declines in volume which experienced reductions in revenue as discussed above.

Power EPC Power EPC revenues decreased $84.6 million for the three months ended September 30, 2016 as compared to the three months ended

September 25, 2015. The revenues generated within our Power EPC segment are primarily related to our fixed-price EPC project in Australiabeing executed through a consolidated joint venture consortium with an Australian construction contractor and a major U.S.-based gas powertechnology manufacturer to engineer, procure, construct and start-up a combined cycle power plant that will supply power to a large liquefiednatural gas facility. While the level of activity has remained fairly consistent from period to period, revenues have decreased as a result of theestimated costs to complete this project increasing significantly in the three months ended September 30, 2016, as discussed below, whichresulted in a reduction of revenue based on the percentage-of-completion method for accounting purposes .

For the three months ended September 30, 2016 as compared to the three months ended September 25, 2015, Power EPC’s operating

income decreased by $115.3 million. The decrease in operating income was primarily driven by cost growth resulting in changes in estimatedcosts of $111.0 million related to the fixed-price EPC project in Australia in the three months ended September 30, 2016 as compared to thethree months ended September 25, 2015. Refer to Note 2 – Changes in Project-Related Estimates of the Notes to Consolidated FinancialStatements for additional details regarding the fixed-price EPC project in Australia. This decrease was partially offset by a partial recovery ofpreviously disputed charges on a fixed-price Power contract to design and construct a new power generation facility in the northeastern UnitedStates which was substantially completed in 2015.

While management believes the current estimated costs to complete the fixed-price EPC project in Australia represent the best estimate

at this time, there is a significant amount of work that still needs to be performed on the project before achieving substantial completion. Anyadditional delays that the project could experience or disruptions not currently anticipated in the forecast at this time will likely result inadditional cost growth. Significant estimates are required to be made surrounding construction productivity rates and the duration of thescheduled construction activities. These amounts are based on the project team’s best estimates with the information that is available but candiffer materially when the activities are executed. In addition, any unforeseen issues arising from testing and commissioning activities orunanticipated costs during the warranty period could adversely affect the

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project. Thus, there can be no assurance that additional cost growth will not occur. Any additional changes in estimates could be materiallyadverse to the Company’s results of operations, cash flow or liquidity.

ResultsofOperationsfortheninemonthsendedSeptember30,2016andSeptember25,2015

On a consolidated basis, our gross revenue decreased by $76.4 million, and our consolidated operating incomedecreased $388.7 million for the nine months ended September 30, 2016 as compared to September 25, 2015. The following table summarizesour results of operation by segment for the nine months ended September 30, 2016 as compared to the nine months ended September 25, 2015:

Nine Months Ended September 30, 2016 September 25, 2015 Change Gross Operating Gross Operating Gross Operating($ in thousands) Revenue Income (Loss) Revenue Income (Loss) Revenue Income (Loss)Energy and Industrial $ 673,073 $ 2,212 $ 880,757 $ 25,438 $ (207,684) $ (23,226)Environment and Nuclear 1,604,634 68,343 1,177,061 61,642 427,573 6,701Transportation 705,179 (114,466) 722,202 (49,842) (17,023) (64,624)Water 897,698 70,872 1,036,965 73,716 (139,267) (2,844)Power EPC (7,663) (299,565) 132,335 5,116 (139,998) (304,681)

Total $ 3,872,921 $ (272,604) $ 3,949,320 $ 116,070 $ (76,399) $ (388,674) Energy and Industrial Energy and Industrial had a $207.7 million, or 24%, decrease in revenue for the nine months ended September 30, 2016 as compared

to the nine months ended September 25, 2015. The decline in gross revenue was predominantly caused by reductions in volume and clientconcessions on direct hire construction, operations and maintenance, program management and professional services projects primarily withinthe U.S. and Mexico as a result of continued commodity pricing pressures within the oil and gas industry.

Operating income within Energy and Industrial experienced a net decrease of $23.2 million for the nine months ended September 30,

2016 as compared to the nine months ended September 25, 2015. The decrease in operating income was primarily related to the reduction inproject volume and client concessions due to the pressures in the oil and gas industry as discussed above. In addition, selling, general andadministrative costs have decreased for the nine months ended September 30, 2016 as compared to the nine months ended September 25, 2015due to efficiencies gained from the various restructuring plans and continuing efforts to reduce overhead as well as reduced businessdevelopment costs consistent with reduced opportunities in the depressed oil and gas industry.

Environment and Nuclear Environment and Nuclear revenue increased $427.6 million, or 36%, for the nine months ended September 30, 2016 as compared to

the nine months ended September 25, 2015. Revenue increased by approximately $437.9 million due to a large nuclear consulting project in aconsolidated Canadian joint venture which began operations in late 2015. Of this increase, approximately $51.7 million was a result of thenuclear project eliminating a previously existing one-month reporting lag during the third quarter of 2016, which had been required to achieve atimely consolidation. This change did not impact Environment and Nuclear operating income for the nine months ended September 30,2016. This increase was partially offset by a decline in revenue related to the reduced volume of environmental consulting projects in Canadaas a result of the depressed oil and gas industry.

Environment and Nuclear operating income increased $6.7 million, or 11%, during the nine months ended September 30, 2016 as

compared to the nine months ended September 25, 2015. The increase in operating income during the nine months ended September 30, 2016related to improvements in overhead costs as a result of efficiencies gained from the various restructuring plans as well as slight increases inearnings related to the consolidated Canadian joint venture. Due to market conditions and the overall nature of the work, profit margin on theCanadian joint venture is somewhat lower than on other nuclear projects in the Environment and Nuclear portfolio. Consequently, operatingincome was not more significantly impacted by this project.

Transportation Transportation had a decrease in revenue of $17.0 million, or 2%, in the nine months ended September 30, 2016 as compared to the

nine months ended September 25, 2015. The decrease was caused by lower revenue on our fixed-price Transportation contract

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to design and construct roadway improvements on an expressway in the southwestern United States, as compared to the same period in the prioryear, as well as lower revenue in our Middle East Transportation businesses. This decrease was partially offset by i ncreased Transportationproject activity in Canada.

Transportation operating loss increased $64.6 million for the nine months ended September 30, 2016 as compared to the nine months

ended September 25, 2015. The increased operating loss was predominantly caused by cost growth resulting in changes in estimated costs of$125.6 million to complete a fixed-price Transportation contract to design and construct roadway improvements on an expressway in thesouthwestern United States in the nine months ended September 30, 2016 as compared to the $74.1 million cost growth in the nine monthsended September 25, 2015. Refer to Note 2 – Changes in Project-Related Estimates of the Notes to Consolidated Financial Statements foradditional detail. While management believes that it has recorded an appropriate provision to complete this project, we may incur additionalcosts and losses if our cost estimation processes identify new costs not previously included in our total estimated loss. These possible costincreases include extensions of the schedule to complete the job, lower than expected productivity levels, and performance issues with oursubcontractors. These potential changes in estimates could be materially adverse to the Company’s results of operations, cash flow or liquidity.

Water Water revenue decreased $139.3 million, or 13%, for the nine months ended September 30, 2016 as compared to the nine months

ended September 25, 2015. Approximately $108.7 million of the decline in revenue was attributable to decreased activity on two design-build-operate contracts for water treatment facilities in the western United States as the projects approach completion and the completion of a programmanagement project in the Middle East. Additionally, Water revenue declined due to reduced activity on projects related to the oil and gasindustry as well as reduced activity on projects in Puerto Rico related to the country’s constrained spending due to its economic challenges.

Water’s operating income decreased by $2.8 million, or 4%, in the nine months ended September 30, 2016 as compared to the nine

months ended September 25, 2015. There was a $4.7 million decrease in earnings related to the Water projects which experienced reductions inrevenue as discussed above, with additional declines caused by a reduction in the volume of work for an urban environment and sports programmanagement project in the Middle East as well as a reduction in project volume within Puerto Rico due to the country’s economic challenges. These declines in earnings were partially offset by improvements in operating margin due to the increased ratio of high-margin consultingprojects to low-margin design-build projects within the Water business portfolio in the n ine months ended September 30, 2016 as compared tothe nine months ended September 25, 2015. Additionally, we acquired a controlling interest in one of our joint ventures which primarilyoperates in the water and urban environment and sports businesses, resulting in a fair value remeasurement gain of $15.0 million of the originalequity method investment, of which $11.3 million was included within Water’s equity in earnings of joint ventures and affiliated companies.

Power EPC Power EPC revenues decreased $140.0 million for the nine months ended September 30, 2016 as compared to the nine months ended

September 25, 2015. The revenues generated within our Power EPC segment are primarily related to our fixed-price EPC project in Australiabeing executed through a consolidated joint venture consortium with an Australian construction contractor and a major U.S.-based gas powertechnology manufacturer to engineer, procure, construct and start-up a combined cycle power plant that will supply power to a large liquefiednatural gas facility. While the level of activity has remained fairly consistent from period to period, revenues have decreased as a result of theestimated costs to complete this project increasing significantly in the nine months ended September 30, 2016, as discussed below, whichresulted in a reduction of revenue based on the percentage-of-completion method for accounting purposes.

For the nine months ended September 30, 2016 as compared to the nine months ended September 25, 2015, Power EPC’s operating

loss increased by $304.7 million as a result of the changes in estimated costs to complete on our Australian fixed-price Power EPC projectduring the nine months ended September 30, 2016. The decrease in operating income was primarily driven by cost growth resulting in changesin estimated costs of $301.5 million related to the fixed-price EPC project in Australia in the nine months ended September 30, 2016 ascompared to the nine months ended September 25, 2015. Refer to Note 2 – Changes in Project-Related Estimates of the Notes to ConsolidatedFinancial Statements for additional details regarding the fixed-price EPC project in Australia.

While management believes the current estimated costs to complete the project represent the best estimate at this time, there is a

significant amount of work that still needs to be performed on the project before achieving substantial completion. Any additional delays thatthe project could experience or disruptions not currently anticipated in the forecast at this time will likely result in additional costgrowth. Significant estimates are required to be made surrounding construction productivity rates and the duration of

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the scheduled construction activities. These amounts are based on the project team’s best estimates with the information that is available butcan differ materially when the activities are executed. In addition, any unforeseen issues arising from testing and commissioning activities orunanticipated costs during the warranty period could adversely affect the project. Thus, there can be no assurance that additional cost growthwill not occur. Any additional changes in estimates could be materially adverse to the Company’s results of operations, cash flow or liquidity.

IncomeTaxes

After adjusting for the impact of loss attributable to noncontrolling interests, the effective tax rate on the loss attributable to CH2M forthe nine months ended September 30, 2016 was 84.6% compared to 27.8% on the profit for the same period in the prior year and for the lossattributable to the three months ended September 30, 2016 was 125.5% compared to 23.8% for the profit for the same period in the prioryear. The effective tax rate attributable to CH2M for the three and nine months ended September 30, 2016 was higher compared to the sameperiods in the prior year primarily due to the favorable impacts associated with the release of the valuation allowances for pension and netoperating loss deferred tax assets due to the renegotiation of pension agreements, which is discussed below, and implementation of a newtransfer pricing policy. This benefit is slightly offset by the negative impacts of the effects of non-deductible foreign net operating losses and thedisallowed portions of meals and entertainment expenses.

CH2M is required to record all deferred tax assets or liabilities for temporary differences, net operating loss carryforwards, and tax

credit carryforwards. A deferred tax asset valuation allowance is established when it is more likely than not that all or some portion of thedeferred tax assets will not be realized in future periods. HGL has substantial deferred tax assets, primarily related to the HPS defined benefitplan HGL sponsors. These deferred tax assets represent future deductions available to HGL. When HGL was acquired in 2011, it wasdetermined a full valuation allowance was required on these assets as there was uncertainty regarding the ability to realize these assets in thefuture. On October 4, 2016, HGL effected a transaction to restructure the benefits provided to members of the HPS, and, as a result, we expecta reduction in our overall pension liability and related future funding obligations. Consequently, we believe that the deferred tax assets of HGLwill now more likely than not be realized at some point in the future. Therefore, we removed the valuation allowance, generating a benefit ofapproximately $46.1 million in the third quarter of 2016.

During the three months ended September 30, 2016, the Company elected to early adopt ASU 2016-09 with an effective date of

December 26, 2015. Accordingly, the Company recognized $3.1 million of tax benefit. This in addition to the previously unrecognized excesstax benefits of $11.1 million, which resulted in a cumulative-effect adjustment to retained earnings.

Lossattributabletononcontrollinginterests

For the three and nine months ended September 30, 2016, we had a loss attributable to noncontrolling interests of $49.6 million and

$142.6 million, respectively; as compared to income attributable to noncontrolling interests of $9.1 million and $12.4 million for the threemonths and nine months ended September 25, 2015, respectively. The significant losses in the three and nine months ended September 30, 2016were predominately related to cost growth on an Australian fixed-price Power EPC project being executed by a consolidated 50/50 jointventure. See discussion above in to Item 2 – Results of operations for the nine months ended September 30, 2016 and September 25, 2015 for adescription of the Australian joint venture . As a result of the change in estimated costs to complete, we incurred a charge to joint ventureoperations of $104.5 million and $295.0 million in the three and nine months ended September 30, 2016, respectively. Our portion of theincreased project costs for the consolidated 50/50 joint venture in the three and nine months ended September 30, 2016 was $52.3 million and$147.5 million, respectively, all or a portion of which may be recoverable from the client. As such, the remaining losses were attributable to thenoncontrolling interest.

LiquidityandCapitalResources

Our primary sources of liquidity are cash flows from operations and borrowings under our secured revolving line of credit. Ourprimary uses of cash are working capital, acquisitions, capital expenditures and purchases of stock in our internal market. Changes in ourworking capital requirements can vary significantly from period to period based primarily on the mix of our projects underway and thepercentage of work completed during the period. We maintain a domestic cash management system which provides for cash sufficient tosatisfy financial obligations as they are submitted for payment and any excess cash in domestic bank accounts is applied against any outstandingdebt held under our credit facility described below. We maintain entities to do business in countries around the world and as a result hold cashin international bank accounts to fund the working capital requirements of those operations. At September 30, 2016 and December 25, 2015,cash and cash equivalents held in foreign bank accounts, including the amount related to consolidated joint ventures as discussed below, totaled$100.7 million and $152.0 million, respectively.

In addition, as is common within our industry, we partner with other engineering and construction firms on specific projects to

leverage the skills of the respective partners and decrease our risk of loss. Often projects of this nature require significant cash

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contributions and the joint ventures created may retain cash earned while the project is being completed. Cash and cash equivalents on ourconsolidated balance sheets include cash held within these consolidated joint venture entities which is used for operating activities of those jointventures. As of September 30, 2016 and December 25, 2015, cash and cash equivalents held in our consolidated joint ventures and reflectedon the consolidated balance sheets totaled $50.8 million and $95.4 million, respectively.

During the nine months ended September 30, 2016, cash used in operations was $129.9 million, which was a decrease of

$208.4 million as compared to cash provided by operations of $78.4 million in the nine months ended September 25, 2015. The decrease in cashflows from operations primarily resulted from a decrease in earnings of $243.2 million, as discussed above, which was offset by changes inworking capital components of $134.5 million.

For the nine months ended September 30, 2016, working capital increased primarily due to an increase in collections on our

receivables and unbilled revenue totaling $119.4 million, as well as an increase of $65.0 million in collections on advanced billings. Thesechanges in our working capital were offset by higher volumes of payments on accounts payable and accrued subcontractor costs of$84.3 million, primarily caused by the payment of subcontractor costs on our fixed-price contract to design and construct roadwayimprovements on an expressway in the southwestern United States. Additionally, cash used to fund accrued payroll and employee relatedliabilities increased by $54.6 million due to the timing of our payroll cycles, reducing our cash generated by operations. We made payments of$17.3 million for restructuring costs related to the 2016 Restructuring Plan and 2014 Restructuring Plan which were largely offset by increasednon-cash project loss reserves within other accrued liabilities from December 25, 2015 to September 30, 2016, as discussed above.

Cash used in investing activities was $109.0 million for the nine months ended September 30, 2016 as compared to cash provided by

investing activities of $15.3 million for the nine months ended September 25, 2015. A significant factor contributing to change in cash used ininvesting activities was the $66.2 million increase in capital expenditures in the nine months ended September 30, 2016 as compared to the ninemonths ended September 25, 2015. This was due primarily to the construction of employee housing units for oilfield workers in Alaska tosupport our oil and gas operations. Additionally, due to the sale of certain previously owned land during 2015, proceeds from the sale ofoperating assets decreased by $37.2 million for the nine months ended September 30, 2016 as compared to the nine months endedSeptember 25, 2015. Cash used in investing activities also increased $17.9 million due to $15.8 million of deferred acquisitions paymentsexecuted during the nine months ended September 30, 2016 related to acquisitions made in prior years as well as a $2.1 million acquisitionpayment, net of cash acquired, of controlling interest in one of our joint ventures. There were no acquisition related payments executed duringthe nine months ended September 25, 2015. Furthermore, we periodically make working capital advances to certain of our unconsolidated jointventures; these advances are repaid to us from the joint ventures in the normal course of the joint venture activities. During the nine monthsended September 30, 2016, we received working capital repayments from our unconsolidated joint ventures of $10.5 million as compared to$20.9 million for the nine months ended September 25, 2015. These repayments are offset by additional investments made in ourunconsolidated joint ventures, which were $16.6 million and $23.9 million for the nine months ended September 30, 2016 and September 25,2015, respectively.

Cash provided by financing activities was $185.2 million in the nine months ended September 30, 2016 as compared to cash used in

financing activities of $59.0 million for the nine months ended September 25, 2015. The change in financing cash flows was primarily causedby the net borrowings on long-term debt of $118.5 million for the nine months ended September 30, 2016 as compared to a net payments of$244.0 million for the nine months ended September 25, 2015, which were largely driven from the negative operating cash flows discussedabove. The Company also received $99.8 million in net proceeds from the second preferred stock issuance in the second quarter of 2016 ascompared to $192.4 million in proceeds received in the second quarter of 2015. Cash provided by financing activities was offset by a$45.4 million increase in cash used for repurchases of common stock during the nine months ended September 30, 2016 as compared to the ninemonths ended September 25, 2015.

On September 30, 2016, we entered into a Third Amendment to our Second Amended and Restated Credit Agreement (“Amended

Credit Agreement”), to provide us with additional financial and operational flexibility, particularly by modifying the definition of consolidatedadjusted EBITDA to allow for the exclusion of expected cash restructuring charges and cash payments on the project losses attributable toongoing fixed-price contacts for purposes of determining the consolidated leverage ratio. In addition, the Amended Credit Agreement loweredour maximum available revolving credit facility to $925.0 million from $1.1 billion. The credit facility matures on March 28, 2019 andincludes a subfacility for the issuance of standby letters of credit up to $500.0 million, a subfacility of up to $300.0 million for multicurrencyborrowings, and a subfacility of up to $50.0 million for swingline loans. Under the terms of the Amended Credit Agreement, we may be able toinvite existing and new lenders to increase the amount available to be borrowed by up to $200.0 million. Other technical and operating changesto the Amended Credit Agreement specifically achieved the following:

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Increased the margins used to determine the interest rates of revolving loans under the Amended Credit Agreement and thecommitment fees payable by CH2M;

Limited the amount CH2M may spend to repurchase its common stock in connection with its employee stock ownership programup to $75.0 million during the three quarter period ending March 31, 2017 and, thereafter, up to $100.0 million during a rollingfour quarter period less the amount of any legally required repurchases of common stock held in benefit plans;

Limited CH2M’s ability to pay cash dividends on preferred stock until no more than 10% of our consolidated adjusted EBITDAconsists of the cash and non-cash charges related to restructuring charges and project costs and losses in any rolling four quarterperiod and subject to minimum pro forma leverage ratio;

Disallows the use of proceeds from asset sales to repurchase common or preferred stock; and, Granted security interests to the lenders in substantially all of the assets of CH2M and CH2M’s subsidiaries, subject to certain

carve-outs. At September 30, 2016, we had $411.3 million in outstanding borrowings of the Credit Facility, compared to $292.8 million at

December 25, 2015. The average rate of interest charged on that balance was 3.40% as of September 30, 2016. At September 30, 2016company-wide issued and outstanding letters of credit, and bank guarantee facilities of $132.2 million were outstanding, compared to$145.5 million at December 25, 2015. Our borrowing capacity under the Credit Facility is limited by a maximum consolidated leverage ratio,which is based on a multiple of an adjusted earnings before interest, taxes, depreciation and amortization calculation, and other outstandingobligations of the Company. As of September 30, 2016, the remaining unused borrowing capacity under the Credit Facility was approximately$194.3 million.

On January 10, 2017, we received from the lenders under the Amended Credit Agreement, a waiver of compliance with respect to the

certifications to the lenders relating to our unaudited consolidated financial statements as of and for the quarters ended June 26, 2015,September 25, 2015 and December 25, 2015 and to the determination that a material weakness exists in our internal controls over financialaccounting. The waiver ensures that no event of default exists under the Amended Credit Agreement as a result of the restatement, and we mayrequest the issuance of new loan advances and letters of credit under the Amended Credit Agreement in accordance with its terms.

As of September 30, 2016, we were in compliance with the covenants required by the Amended Credit Agreement. Management

continually assesses it potential future compliance with the Amended Credit Agreement covenants based upon estimates of future earnings andcash flows. If there is an expected possibility of non-compliance, we will discuss possibilities with the Company’s lenders or utilize othermeans of capitalizing the Company to remedy any non-compliance. The expected cash outflows required to fund the project losses discussed inNote 2 – Changes in Project-Related Estimates of the Notes to Consolidated Financial Statements and the related impact on earnings will put afinancial strain on the Company that may require an amendment or other remedies to be pursued by management if certain earnings estimates orcash flow improvement initiatives are not achieved. In the context of our current debt structure and projected cash needs, there can be noassurance that the capacity under our Credit Facility will be adequate to fund future operations, to restructure operations, or to allow theCompany to repurchase stock in our internal market in any significant amount or at all.

The Certificate of Designations for the Series A Preferred Stock prohibits the repurchase by the Company of shares of our common

stock in excess of negotiated pre-approved amounts. In 2017, the Company is permitted to repurchase shares of common stock in an amountdetermined by a formula based upon our cash flow from operations, minus capital expenditures, for fiscal 2016. Depending upon our results ofoperations for fiscal year 2016, the Company may be limited or altogether prohibited in its ability to repurchase shares of common stock in theinternal market unless it is able to obtain the consent of the holders of at least a majority of the Series A Preferred Stock. On January 17, 2017,the Company received from the Series A Preferred Stock holder, an acknowledgment and consent permitting the Company to spend up to$25.0 million, in the aggregate, to repurchase shares of common stock in the first trade of 2017 related to the 2016 third quarter financialresults. No assurance can be given that in the future the Company will be able to obtain an acknowledgment and consent from the Series APreferred Stockholder permitting the Company to repurchase common stock in the internal market if such an acknowledgment and consent isrequired.

Based on third quarter results of operation and our current business outlook, we believe that our sources of liquidity, including bank

facility credit capacity and issuances of debt, equity or other securities, will satisfy our working capital needs, capital expenditures, investmentrequirements, contractual obligations, commitments, principal and interest payments on our debt and other liquidity requirements for the next 12months. However, we cannot be certain that we will generate improved cash flows or that we will be able to obtain additional financing orinvestment on satisfactory terms. In addition, our liquidity is constrained due to 2016 results of operations and in the event our liquidity isinsufficient, we may be required to curtail spending and implement additional cost saving measures and restructuring actions or enter into newfinancing arrangements .

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InternalMarketTrades

CH2M’s common stock trades on an internal market four times per year. The next internal market trade date is expected to be onFebruary 10, 2017. CH2M determines whether to participate in the internal market on a quarterly basis. Prior to each quarterly trade date, wereview the outstanding orders and any resulting imbalance between sell orders and buy orders and make a determination whether or not CH2Mshould participate in the internal market by buying shares. In making that determination, CH2M’s management and Board of Directors considerprevailing circumstances, including our financial condition and results of operations, our available cash and capital resources, including thelimits that CH2M may spend on share repurchases and the borrowing capacity available pursuant to the terms of our existing unsecuredrevolving line of credit and other sources of liquidity, expected current and future needs for cash to fund our operations, anticipatedcontingencies and other factors.

CH2M’s management and Board of Directors could determine to limit the amount of money expended by the Company to repurchase

shares, or not to participate in the internal market, either of which would result in proration of sell orders that stockholders may place for tradeson the next trade date. In addition, CH2M’s Board of Directors could determine to suspend trading on the internal market in order to providetime to evaluate the ability to adequately provide for proration and to conserve the Company’s cash reserves and available liquidity. Since theSeptember 26, 2014 trade date, CH2M has limited the amount expended to repurchase shares. We expect that the amounts CH2M will be ableto spend to repurchase shares on the February 10, 2017 trade date and future trade dates will continue to be restricted, and CH2M’s managementand Board of Directors anticipate that some sell orders will be only partially filled on such trade dates.

For more information of the risks associated with the internal market, please see the risk factors set forth in the Annual Report on

Amendment No. 1 on Form 10-K/A for the year ended December 25, 2015 and our subsequent Quarterly Reports on Form 10-Q for the quartersended March 25, 2016 and June 24, 2016 .

Off-BalanceSheetArrangements

We have interests in multiple joint ventures, some of which are unconsolidated variable interest entities, to facilitate the completion ofcontracts that are jointly performed with our joint venture partners. These joint ventures are formed to leverage the skills of the respectivepartners and include consulting, construction, design, project management and operations and maintenance contracts. Our risk of loss on jointventures is similar to what the risk of loss would be if the project was self‑performed, other than the fact that the risk is shared with our partners. See further discussion in Note 6 – Variable Interest Entities and Equity Method Investments of the consolidated financial statements.

There were no substantial changes to other off-balance sheet arrangements or contractual commitments in the nine months ended

September 30, 2016, when compared to the disclosures provided in our Annual Report on Amendment No. 1 on Form 10-K/A for the yearended December 25, 2015.

AggregateContractualCommitments

We maintain a variety of commercial commitments that are generally made available to provide support for various provisions inengineering and construction contracts. Letters of credit are provided to clients in the ordinary course of the contracting business in lieu ofretention or for performance and completion guarantees on engineering and construction contracts. We post bid bonds and performance andpayment bonds, which are contractual agreements issued by a surety, for the purpose of guaranteeing our performance on contracts and toprotect owners and are subject to full or partial forfeiture for failure to perform obligations arising from a successful bid. We also carrysubstantial premium paid, traditional insurance for our business risks including professional liability and general casualty insurance and othercoverage which is customary in our industry .

CriticalAccountingPolicies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements,which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates andjudgments that affect both the results of operations as well as the carrying values of our assets and liabilities. Some of our accounting policiesrequire us to make difficult and subjective judgments, often as a result of the need to make estimates on matters that are inherently uncertain.We base estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, theresults of which form the basis for making judgments about the carrying values of assets and liabilities as of the date of the financial statementsthat are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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The accounting policies that we believe are most critical to the understanding of our financial condition and results of operations andrequire complex management judgment are summarized below. Further detail and information regarding our critical accounting policies andestimates are included in our Annual Report on Amendment No. 1 on Form 10-K/A for the year ended December 25, 2015.

Recently Adopted Accounting Standards

See Note 1 – Summary of Business and Significant Accounting Policies of the Notes to Consolidated Financial Statements.

Commitments and Contingencies

See Note 14 – Commitments and Contingencies of the Notes to Consolidated Financial Statements. Item 3. QuantitativeandQualitativeDisclosuresaboutMarketRisk

In the ordinary course of our operations we are exposed to certain market risks, primarily changes in foreign currency exchange rates

and interest rates. This risk is monitored to limit the effect of foreign currency exchange rate and interest rate fluctuations on earnings and cashflows.

Foreign currency exchange rates. We operate in many countries around the world and as a result, are exposed to foreign currency

exchange rate risk on transactions in numerous countries. We are primarily subject to this risk on long term projects whereby the currency beingpaid by our client differs from the currency in which we incurred our costs, as well as intercompany trade balances among our entities withdiffering currencies. In order to mitigate this risk, we enter into derivative financial instruments. We do not enter into derivative transactions forspeculative or trading purposes. All derivatives are carried at fair value in the consolidated balance sheets and changes in the fair value of thederivative instruments are recognized in earnings. These currency derivative instruments are carried on the balance sheet at fair value and arebased upon Level 2 inputs including third party quotes . As of September 30, 2016, we had derivative assets of $0.1 million of forwardforeign exchange contracts on world currencies with varying durations, none of which extend beyond one year .

Additionally, the June 23, 2016 Brexit referendum has cause significant volatility in global markets, including currencies, and has

subsequently resulted in a sharp decline in the value of the British pound as compared to the U.S. dollar and other currencies. Volatility inexchange rates is expected to continue as the United Kingdom negotiates the future terms of its relationship with the European Union. A weakerBritish pound compared to the U.S. dollar during a reporting period causes local currency results of our United Kingdom operations to betranslated into fewer U.S. dollars. We currently enter into derivative financial instruments, as discussed above, to attempt to mitigate the impactof exchange rate risk related to our United Kingdom operations. In the longer term, any impact from Brexit on our United Kingdom operationswill depend, in part, on the outcome of tariff, trade, regulatory, and other negotiations. For the year ended December 25, 2015, our operationsin the United Kingdom accounted for 11% of our total consolidated revenue.

Interest rates. Our interest rate exposure is primarily limited to our revolving credit facility . As of September 30, 2016, the

outstanding balance on the credit facility was $411.3 million. We have assessed the market risk exposure on this financial instrument anddetermined that any significant change to the fair value of this instrument would not have a material impact on our consolidated results ofoperations, financial position or cash flows. Based upon the amount outstanding under the credit facility, a one percentage point change in theassumed interest rate would change our annual interest expense by approximately $4.1 million.

Item 4. ControlsandProcedures

Disclosure Controls and Procedures We carried out an evaluation as of the last day of the period covered by this Quarterly Report on Form 10-Q, under the supervision and

with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the designand operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, and as aresult of the material weakness in the design of internal control over financial reporting described below, we concluded that our disclosurecontrols and procedures are not effective to ensure that information required to be disclosed by us in reports filed or submitted under theExchange Act is (a) timely recorded, processed, summarized, and reported and (b) accumulated and communicated to our management,including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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In light of the material weakness identified below, we performed additional analysis and other post-closing procedures to ensure ourcondensed consolidated financial statement were prepared in accordance with U.S. GAAP and reflect our financial position and results ofoperations as of and for the quarter ended September 30, 2016. As a result, notwithstanding the material weakness as described below,management concluded that the condensed consolidated financial statements included in this Form 10-Q present fairly, in all material respects,our financial position, results of operations and cash flows as of and for the periods presented.

As disclosed in our Amendment No. 1 ("Form 10-K/A") to our Annual Report on Form 10-K/A for the year ended December 25, 2015,

which was filed on January 17, 2017, we concluded that there was a material weaknesses in the design of our internal controls over financialreporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is areasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timelybasis.

We determined that a material weakness in our internal control over financial reporting existed related to the ineffective design of

certain controls associated with developing project cost estimates included in our estimates of revenues, costs and profit or loss at completionfor long-term contracts accounted for under the percentage-of-completion method. Specifically, three deficiencies in internal control overfinancial reporting were identified related to these project cost estimates. The first and second deficiency relate to Principle 10, “ Theorganization selects and develops control activities to mitigate the risk of achieving objectives ” of the control activities component of theCOSO 2013 Framework. The first deficiency involves process level control activities related to the project level operational processes used todevelop project cost estimates for large fixed-firm price engineering, procurement and construction projects. The Company did not identifythese basis of estimate process level control activities as key internal controls, and, as such, they were not designed to operate at the requiredlevel of rigor, precision and consistency, and include the retention of adequate documentation. The second deficiency involves a control thatwas intended to ensure project cost estimates not updated on a monthly basis are evaluated for potential accounting implications. It has beendetermined that such control was not designed effectively as it did not adequately identify items requiring follow-up and how such items wereto be resolved. The third deficiency relates to Principle 14, “ The organization internally communicates information, including objectives andresponsibilities for internal control, necessary to support the functioning of internal control ” of the information and communication componentof the COSO 2013 Framework. This deficiency involves a certification control that has been determined to have not been designedeffectively. Specifically, the certification control did not adequately identify items requiring follow-up and how such items were to be resolved,including the preparation and review of appropriate documentation of the resolution.

Management is developing a remediation plan to address the material weakness as discussed above. Specifically, for our deficient

control related to the inadequate design of process level controls to ensure that the basis of estimate for major components of project cost asdeveloped by the project team are documented and reviewed. These controls will focus on the most significant items that impact project cost,e.g., schedule, labor, subcontractor and materials, change management, and risk register/contingency. These controls will require adequatedocumentation supporting the estimation process, including significant judgments and the rationale for subsequent changes.

For our deficient control related to the evaluation of project cost estimates not updated on a monthly basis, we will evaluate and

change the control to provide specificity on the identification of items for follow-up and how such items are to be resolved, including thepreparation and review of appropriate documentation of the resolution. The revised control will be designed ensure that project cost estimatesare updated and evaluated on a quarterly basis.

For our deficient control related to the certification process, we will evaluate and change the certification process to clarify the internal

control responsibilities of the employee positions/job titles involved in the estimation of costs and consideration of accounting and reportingrequirements. These internal control responsibilities will provide specificity on the identification of items for follow-up and how such items areto be resolved, including the preparation and review of appropriate documentation of the resolution. We will also provide training to theemployees involved in the estimation of project costs and related accounting requirements, and implement periodic communications on theinternal control responsibilities of employees involved in the process. In addition, we will implement controls to enhance business segment andcorporate level oversight of the cost estimation process.

We can give no assurance that the actions being taken will effectively remediate the material weakness described above, or that

additional deficiencies in internal control over financial reporting will not be identified in the future. We will continue to monitor theeffectiveness of these and other processes procedures and controls and will make further changes that management determines are appropriate.

Changes in Internal Control over Financial Reporting

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There have been no changes in our internal control over financial reporting during the three months ended September 30, 2016 thathave materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than the identificationof the material weakness identified above.

Part II. OTHER INFORMATION

Item 1. LegalProceedings

We are party to various legal actions arising in the normal course of business. Because a large portion of our business comes from U.S.

federal, state and municipal sources, our procurement and certain other practices at times are subject to review and investigation by variousagencies of the U.S. government and state attorneys’ offices. Such state and U.S. government investigations, whether relating to governmentcontracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties orcould lead to suspension or debarment from future U.S. government contracting. These investigations often take years to complete and manyresult in no adverse action or alternatively could result in settlement. Damages assessed in connection with and the cost of defending any suchactions could be substantial. While the outcomes of pending proceedings and legal actions are often difficult to predict, management believesthat proceedings and legal actions currently pending would not result in a material adverse effect on our results of operations or financialcondition even if the final outcome is adverse to our company.

Many claims that are currently pending against us are covered by our professional liability insurance after we have exhausted our self-

insurance requirement. Management estimates that the levels of insurance coverage (after retentions and deductibles) are generally adequate tocover our liabilities, if any, with regard to such claims. Any amounts that are probable of payment are accrued when such amounts areestimable.

In 2003, the Municipality of Anchorage, Alaska (“Municipality”) began its Port of Anchorage Intermodal Expansion Project by

entering into Memoranda of Understanding with the Maritime Administration (“MarAd”). MarAd contracted with Integrated Concepts andResearch Corporation (“ICRC”) to perform certain design and construction-related work on the project. In 2006, ICRC subcontracted certainproject design work to PND Engineers, Inc. (“PND”). In 2006, PND subcontracted some limited portions of its work to VECO, Inc. (n/k/aCH2M HILL Alaska, Inc.). During the design phase, PND’s proprietary design, the Open Cell Sheet Pile system (“OCSP”) was recommendedas the preferred design alternative on the project. VECO issued two documents, one in 2006 and one in 2007. On March 8, 2013, theMunicipality filed suit against ICRC, PND, and CH2M HILL Alaska, Inc. in the Superior Court for the State of Alaska, Third Judicial Districtat Anchorage. Four additional parties (GeoEngineers, Inc.; Terracon Consultants, Inc.; Colaska, Inc.; and MKB Constructors) were later addedto the litigation. The matter was later transferred to the United States District Court for the District of Alaska. The Municipality alleges theproject suffered from design and construction deficiencies. The Municipality’s claims against CH2M HILL Alaska, Inc. ultimately includedclaims for professional negligence, negligence, and negligent misrepresentation. The Court issued a ruling on October 31, 2016, granting CH2MHILL Alaska, Inc.’s motion for summary judgment as to negligence, negligent misrepresentation, and the portion of the professional negligenceclaim relating to VECO’s 2007 report. The Municipality currently claims that its damages against all defendants are approximately $312.0million. The Municipality has reached settlements with Terracon Consultants, Inc.; Colaska, Inc.; and MKB Constructors. Trial is scheduled tobegin in April 2017. The Municipality has also filed suit against MarAd in the Court of Federal Claims related to the Project. Based oninformation presently known to management, we intend to vigorously defend the claims brought against us, and we believe that the outcome ofthis dispute will not have a material adverse effect on our financial condition, cash flows or results of operations.

In the nine months ended September 30, 2016, there have been no additional material developments to the legal proceedings disclosed

in our Annual Report on Amendment No. 1 on Form 10-K/A for the year ended December 25, 2015 and our subsequent Quarterly Reports onForm 10-Q for the quarters ended March 25, 2016 and June 24, 2016 .

Item 1A. RiskFactors The following risk factors update and supplement the risk factors set forth in our Annual Report on Amendment No. 1 on

Form 10-K/A for the year ended December 25, 2015. Before deciding to invest in our common stock, you should carefully consider these factors, in addition to the other risk factors

set forth in our Annual Report on Amendment No. 1 on Form 10-K/A for the year ended December 25, 2015, as well as the otherfinancial and business disclosures contained in our current and periodic reports filed with the SEC.

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Risks Related to Our Series A Preferred Stock TheCertificateofDesignationsforourSeriesAPreferredStockcontainscovenantsthatmayrestricttheCompany’sabilityto

conductcertainrepurchasesofsharesofcapitalstockinexcessofnegotiatedpre-approvedamountssetforthintheCertificateofDesignations.

Our management and Board of Directors have sole discretion with respect to the decision whether to repurchase shares in the internal

market on any trade date. In making the determination whether to participate in an under-subscribed market on any trade date, our managementand Board of Directors will consider a variety of relevant factors in light of prevailing circumstances at that time, including contractual termsagreed to with any outside investor.

The Certificate of Designations for the Series A Preferred Stock prohibits the repurchase by the Company of shares of our common

stock in excess of negotiated pre-approved amounts. In 2017, the Company is permitted to repurchase shares of common stock in an amountdetermined by a formula based upon our cash flow from operations, minus capital expenditures, for fiscal 2016. Depending upon our results ofoperations for fiscal year 2016, the Company may be limited or altogether prohibited in its ability to repurchase shares of common stock in theinternal market unless it is able to obtain the consent of the holders of at least a majority of the Series A Preferred Stock. On January 17, 2017,the Company received from the Series A Preferred Stock holder, an acknowledgment and consent permitting the Company to spend up to$25.0 million, in the aggregate, to repurchase shares of common stock in the first trade of 2017 related to the 2016 third quarter financialresults. No assurance can be given that in the future the Company will be able to obtain an acknowledgment and consent from the Series APreferred Stockholder permitting the Company to repurchase common stock in the internal market if such an acknowledgment and consent isrequired.

Based on this limitation and other factors including adverse operating results and reduced liquidity, we expect that the amounts that we

will spend to repurchase shares in the internal market in 2017 and beyond will continue to be severely limited and could prevent the internalmarket from opening on any particular trade date, either of which could delay an eligible employee stockholders’ ability to sell their commonstock. If our stock price declines from the time eligible employee stockholders want to sell to the time they become able to sell, they couldsuffer partial or total loss of their investment. No assurance can be given that eligible employee stockholders desiring to sell all or a portion oftheir shares of common stock will be able to do so.

Item 2. UnregisteredSalesofEquitySecuritiesandUseofProceeds Sales of Unregistered Equity Securities

We did not issue any unregistered equity securities during the three months ended September 30, 2016. Issuer Purchases of Equity Securities

The following table covers the purchases of our common shares by our company not previously reported during the nine months endedSeptember 30, 2016.

Total Number of Shares Maximum Number of Shares Total Number of Average Price Purchased as Part of Publicly that May Yet Be PurchasedPeriod Shares Purchased Paid per Share Announced Plans or Programs Under the Plans or ProgramsJuly (a) 2,331 $ 60.91 — —August — — — —September (b) 497,314 52.23 — —

Total 499,645 $ 52.27 — —

(a) Shares purchased by CH2M from terminated employees.(b) Shares purchased by CH2M in the Internal Market.

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Item 6. Exhibits

Exhibit Index

*10.1

Third Amendment, dated September 30, 2016, to Second Amended and Restated Credit Agreement dated as of March 28, 2014,by and among CH2M HILL Companies, Ltd. and certain of its subsidiaries, Wells Fargo Bank, National Association, and otherlenders as party thereto. Portions of Schedules 2.01 and 7.03 to this Exhibit 10.1 have been omitted pursuant to an application forconfidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

*31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*32.1

Certification of Chief Executive Officer pursuant to the requirements set forth in Rule 13a-14(b) of the Securities Exchange Actof 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.Section 1350)

*32.2

Certification of Chief Financial Officer pursuant to the requirements set forth in Rule 13a-14(b) of the Securities Exchange Act of1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.Section 1350)

101.INS XBRL Instance Document101.SCH XBRL Taxonomy Extension Schema Document101.CAL XBRL Taxonomy Extension Calculation Linkbase Document101.LAB XBRL Taxonomy Extension Labels Linkbase Document101.PRE XBRL Taxonomy Extension Presentation Linkbase Document101.DEF XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned thereunto duly authorized.

CH2M HILL Companies, Ltd. Date: January 20, 2017 /s/ GARY L. MCARTHUR Gary L. McArthur Chief Financial Officer

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*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THISEXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [*See note below.]”. ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION.

Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”), dated asof September 30, 2016, is by and among CH2M HILL COMPANIES, LTD., a Delaware corporation (the “Parent ”), CH2M HILL, INC., a Florida corporation (“ CH2M Inc. ”), OPERATIONS MANAGEMENTINTERNATIONAL, INC., a California corporation (“ OMI ”), CH2M HILL ENGINEERS, INC., a Delawarecorporation (“ CH2M Engineers ”), CH2M HILL GLOBAL, INC., a Delaware corporation (“ CH2M Global ”),CH2M HILL CONSTRUCTORS, INC., a Delaware corporation (“ CH2M Constructors ”), and CHVENG, LLC,a Delaware limited liability company (“ CHVENG ,” and together with the Parent, CH2M Inc., OMI, CH2MEngineers, CH2M Global and CH2M Constructors, each a “ Borrower ,” and, collectively, the “ Borrowers ”),certain subsidiaries of the Borrowers party hereto (the “ Subsidiary Guarantors ”), the Lenders (as definedbelow) party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent onbehalf of the Lenders (in such capacity, the “ Administrative Agent ”). Capitalized terms used herein and nototherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

W I T N E S S E T H

WHEREAS , the Borrowers, the Subsidiary Guarantors, certain banks and financial institutions fromtime to time party thereto (the “ Lenders ”) and the Administrative Agent are parties to that certain SecondAmended and Restated Credit Agreement dated as of March 28, 2014 (the “ Second A/R Credit Agreement ,”and as amended by the First Amendment to Credit Agreement dated as of September 26, 2014 (the “ FirstAmendment ”), the Second Amendment to Credit Agreement dated as of March 30, 2015 (the “ SecondAmendment ”), and the Consent dated as of April 25, 2016 (the “ Consent ”), the “ Original Credit Agreement, ”and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “ CreditAgreement ”);

WHEREAS , the amendments to the Original Credit Agreement under Section 1.1 of this Amendmentare set forth on pages of a version of the Credit Agreement, excluding the Schedules and Exhibits thereto, whichconsolidates the Second A/R Credit Agreement with the First Amendment, the Second Amendment, and theConsent (the “ Consolidated Original Credit Agreement ”) attached as Exhibit A1 to this Amendment and, inaccordance with Section 10.01 of the Original Credit Agreement, the Loan Parties have requested that theRequired Lenders approve the amendments to the Original Credit Agreement under Section 1.1 of thisAmendment;

WHEREAS, the amendments to the Original Credit Agreement under Sections 1.1 and 1.2 of this

Amendment are set forth on pages of the Consolidated Original Credit Agreement attached as Exhibit A2 to thisAmendment and, in accordance with Section 10.01 of the Original Credit Agreement, the Loan Parties and theAdministrative Agent have requested that each Lender approve the amendments to the Original CreditAgreement under Section 1.2 of this Amendment; and

WHEREAS , the amendments to the Original Credit Agreement under this Amendment shall only bemade in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the agreements hereinafter set forth, and for other good andvaluable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree asfollows:

ARTICLE IAMENDMENTS TO CREDIT AGREEMENT

1.1 Amendment to Original Credit Agreement . If the conditions in Section 2.1 of this

Amendment shall have been satisfied, then, from and after the Amendment Effective Date (as defined below),(a) the Original Credit Agreement is amended to delete the stricken text (indicated textually in the same manneras the following example: stricken text ) and to add the double-underlined text (indicated textually in the samemanner as the following example: double-underlined text ) as set forth in the pages of the Consolidated OriginalCredit Agreement attached as Exhibit A1 to this Amendment and (b) the Schedules and Exhibits to the OriginalCredit Agreement are amended and restated as set forth on Exhibit B attached to this Amendment.

1.2 Additional Amendments . If, in addition to the conditions set forth in Section 2.1 of this

Amendment, the conditions set forth in Section 2.2 of this Amendment shall have been satisfied on theAmendment Effective Date (as defined below), then from and after the Amendment Effective Date (as definedbelow), in addition to the amendments set forth in Section 1.1 of this Amendment, the Original CreditAgreement is amended to delete the stricken text (indicated textually in the same manner as the followingexample: stricken text ) and to add the double-underlined text (indicated textually in the same manner as thefollowing example: double-underlined text ) as set forth in the pages of the Further Consolidated Original CreditAgreement attached as Exhibit A2 to this Amendment. If the conditions set forth in Section 2.2 of thisAmendment are not satisfied, the amendments set forth in this Section 1.2 shall not be effective.

1.3 Clean Version . For convenience of reference only, Exhibit C sets forth all pages of the Credit

Agreement and all Exhibits and Schedules thereto after giving effect to Sections 1.1 and 1.2 of this Amendment. Exhibit C is provided for convenience of reference only and is not intended to, and does not, supersede theSecond A/R Credit Agreement, the First Amendment, the Second Amendment, the Consent or this Amendment.

ARTICLE II

CONDITIONS TO EFFECTIVENESS

2.1 Closing Conditions . This Amendment shall become effective as of the day and year set forthabove (the “ Amendment Effective Date ”) upon satisfaction of the following conditions (in each case, in formand substance reasonably acceptable to the Administrative Agent):

(a) Executed Documents . The Administrative Agent shall have received a copy of (i) thisAmendment duly executed by each of the Loan Parties, the Required Lenders and the AdministrativeAgent and (ii) the Collateral Agreement (as defined in Exhibit A1 or A2 hereto as applicable) dulyexecuted by each of the Loan Parties and the Administrative Agent.

(b) Secretary’s Certificates . The Administrative Agent shall have received, certificates,

executed by the secretary or assistant secretary of each Loan Party on behalf of such Loan Party,certifying, among other things, (A) that attached to such certificate are (1) true and complete copies ofthe Organizational Documents of such Loan Party then in full force and effect, (2) true and completecopies of the resolutions then in full force and effect adopted by the board of directors of such LoanParty authorizing and ratifying the execution, delivery and performance by such Loan Party of thisAmendment and the Collateral Agreement, (3) a certificate of good standing from the secretary of stateof the state under whose laws such Loan Party was incorporated, (B) the name(s) of the ResponsiblePersons of such Loan Party authorized to execute Loan Documents on behalf of such Loan Party,together with incumbency samples of the true signatures of such

2

Responsible Persons, and (C) that Administrative Agent and the Lending Parties may conclusively relyon such certificate.

(c) Legal Opinion . The Administrative Agent shall have received an opinion or opinionsof counsel for the Loan Parties, dated the Amendment Effective Date and addressed to theAdministrative Agent and the Lenders.

(d) Personal Property Collateral .

(i) Filings . The Administrative Agent shall have received (A) the filings of

appropriate financing statements under the Uniform Commercial Code in the applicablejurisdictions listed on Schedule 10 of the Collateral Agreement, (B) the filing of the CopyrightSecurity Agreement (as defined in the Collateral Agreement) with the United States CopyrightOffice (as defined in the Collateral Agreement), and (C) the filings of the Patent SecurityAgreement (as defined in the Collateral Agreement) and the Trademark Security Agreement (asdefined in the Collateral Agreement) with the PTO (as defined in the Collateral Agreement), ineach case to the extent required under the Collateral Agreement.

(ii) Pledged Collateral . Except as otherwise provided in the Collateral Agreement,

the Administrative Agent shall have received original stock certificates or other certificatesevidencing the certificated Equity Interests pledged pursuant to the Collateral Agreement,together with an undated stock power for each such certificate duly executed in blank by theregistered owner thereof.

(iii) Lien Search . The Administrative Agent shall have received the results of a

Lien search (including a search as to judgments, bankruptcy, tax and intellectual propertymatters), in form and substance reasonably satisfactory thereto, made against the Loan Partiesunder the Uniform Commercial Code (or applicable judicial docket) as in effect in eachjurisdiction listed on Schedule 10 of the Collateral Agreement, indicating among other thingsthat the assets of each such Loan Party constituting Collateral (as defined in the CollateralAgreement) are free and clear of any Lien (except for Permitted Liens). (e) Apollo Documents . The Administrative Agent shall have received a certificate or

certificates executed by an officer of the Administrative Borrower as of the Amendment Effective Date(i) stating that no default exists and is continuing under the terms of the documents governing theinvestment by AP VIII CH2 Holdings, L.P. and its affiliates in the preferred stock of the Parent(collectively, the “ Apollo Documents ”) and (ii) certifying as true and complete copies of the ApolloDocuments then in full force and effect.

(f) Fees and Expenses .

(i) The Administrative Agent shall have received from the Borrowers, for theaccount of each Lender that executes and delivers a signature page to the Administrative Agentby 5 p.m. (EST) on or before September 30, 2016 (each such Lender, a “ Consenting Lender ”,and collectively, the “ Consenting Lenders ”), an amendment fee in an amount equal to theestimated amendment fee described in that certain Engagement Letter dated as of September 15,2016 by and among the Borrowers, the Administrative Agent and Wells Fargo Securities, LLC(the “ Engagement Letter ”).

(ii) (A) The Administrative Agent shall have received from the Borrowers such

fees and expenses that are payable pursuant to the Engagement Letter and (B) King

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& Spalding LLP shall have received from the Borrowers payment of all outstanding fees andexpenses previously incurred and all fees and expenses incurred in connection with thisAmendment.

(g) Miscellaneous . All other documents and legal matters in connection with the

transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance tothe Administrative Agent and its counsel.

2.2 Additional Conditions . The amendments to the Original Credit Agreement set forth in

Section 1.2 of this Amendment shall become effective as of the Amendment Effective Date if (a) the conditionsset forth in Section 2.1 of this Amendment shall have been satisfied and (b) the Administrative Agent shall havereceived a copy of this Amendment duly executed by each of the Loan Parties, each of the Lenders and theAdministrative Agent, in each case on or before the Amendment Effective Date.

ARTICLE IIIRELEASES

Each Loan Party hereby waives, releases, relinquishes and forever discharges the Administrative Agent

and each Lending Party, and all past and present directors, officers, agents, employees, parents, subsidiaries,affiliates, insurers, attorneys, representatives and assigns of any Lending Party, and each and all thereof(collectively, the “ Released Parties ”), of and from any and all manner of action or causes of action, suits,claims, demands, judgments, damages, levies, and the execution of whatsoever kind, nature and/or descriptionarising on or before the date hereof, including, without limitation, any claims, losses, costs or damages,including compensatory and punitive damages, in each case whether known or unknown, liquidated orunliquidated, fixed or contingent, direct or indirect, which any Loan Party ever had or now has or may claim tohave against any of the Released Parties arising out of or in any way related to the Credit Agreement, the otherLoan Documents, any related document or the transactions contemplated by any of the foregoing.

The Lenders party hereto and the Administrative Agent hereby acknowledge and agree that, upon the

Amendment Effective Date, CH2M HILL International, Ltd. shall (a) become an Excluded Subsidiary and (b)therefore without any further action (i) cease to be a Subsidiary Guarantor and (ii) be released and foreverdischarged of and from any and all manner of action or causes of action, suits, claims, demands, judgments,damages, levies, and the execution of whatsoever kind, nature and/or description arising on or before the datehereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitivedamages, in each case whether known or unknown, liquidated or unliquidated, fixed or contingent, direct orindirect, which any Credit Party ever had or now has or may claim to have against CH2M HILL International,Ltd. arising out of or in any way related to the Credit Agreement, the other Loan Documents, any relateddocument or the transactions contemplated by any of the foregoing.

ARTICLE IV

MISCELLANEOUS

4.1 Amended Terms . On and after the Amendment Effective Date, all references to the CreditAgreement in each of the Loan Documents shall hereafter mean the Original Credit Agreement including theExhibits and Schedules thereto as amended by this Amendment. Except as specifically amended hereby orotherwise agreed, the Original Credit Agreement including such Exhibits and Schedules is hereby ratified andconfirmed and shall remain in full force and effect according to its terms.

4.2 Representations and Warranties of Loan Parties . Each of the Loan Parties represents andwarrants as follows:

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(a) It has taken all necessary corporate and other organizational action to authorize theexecution, delivery and performance of this Amendment.

(b) This Amendment has been duly executed and delivered by such Person and constitutes

such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except asenforcement thereof may be limited by Bankruptcy Laws or other applicable Laws affecting theenforcement of creditors’ rights generally and by general principles of equity.

(c) No approval, consent, exemption, authorization, or other action by, or notice to, or

filing with, any Governmental Authority (other than the filing of a Form 8-K with the SEC after the datehereof and the approvals, consents, exemptions, authorizations, actions, notices and filings set forth inthe Collateral Agreement) or any other Person is required in connection with the execution, delivery orperformance by such Person of this Amendment.

(d) The representations and warranties set forth in Article V of the Original Credit

Agreement as amended by this Amendment are true and correct in all material respects (except that suchmateriality qualifier will not be applicable to any portion of any representation and warranty that isalready qualified or modified by materiality in the text thereof) as of the date hereof, except to the extentthat such representations and warranties specifically refer to an earlier date, in which case they will betrue and correct in all material respects (except that such materiality qualifier will not be applicable toany portion of any representation and warranty that is already qualified or modified by materiality in thetext thereof) as of such earlier date, and except the representations and warranties contained in Section5.10 of the Original Credit Agreement as amended by this Amendment will be deemed to refer to themost recent statements furnished pursuant to Sections 6.01(a) and (b) of the Original Credit Agreementas amended by this Amendment.

(e) After giving effect to this Amendment, no event has occurred and is continuing which

constitutes a Default or an Event of Default.

(f) Except as amended by this Amendment, the Obligations are not reduced or modified bythis Amendment and are not subject to any offsets, defenses or counterclaims.

4.3 Reaffirmation of Obligations . Each Loan Party hereby ratifies the Credit Agreement as

amended by this Amendment and acknowledges and reaffirms (a) that it is bound by all terms of the CreditAgreement as so amended applicable to it and (b) that it is responsible for the observance and full performanceof its respective Obligations.

4.4 Loan Document . This Amendment shall constitute a Loan Document under the terms of theCredit Agreement.

4.5 Further Assurances . The Loan Parties agree to promptly take such action, upon the request ofthe Administrative Agent, as is necessary to carry out the intent of this Amendment.

4.6 Entirety . This Amendment and the other Loan Documents embody the entire agreementamong the parties hereto relating to the subject matter hereof and thereof and supersede all previous documents,agreements and understandings, oral or written, relating to the subject matter hereof and thereof.

4.7 Counterparts; Telecopy . This Amendment may be executed in counterparts (and by differentparties hereto in different counterparts), each of which when so executed and delivered will constitute anoriginal, but all of which when taken together will constitute a single contract. Delivery of an

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executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an originaland shall constitute a representation that an original will be delivered.

4.8 No Actions, Claims, Etc . As of the date hereof, each of the Loan Parties herebyacknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damagesand liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, orthe Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel ordirectors arising from any action by such Persons, or failure of such Persons to act under the Original CreditAgreement on or prior to the date hereof.

4.9 GOVERNING LAW . THIS AMENDMENT WILL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUTREGARD TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN NEW YORK GENERALOBLIGATIONS LAW 5-1401 AND 5-1402.

4.10 Successors and Assigns . This Amendment shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns.

4.11 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial . The jurisdiction, serviceof process and waiver of jury trial provisions set forth in Sections 10.18 and 10.20 of the Original CreditAgreement are hereby incorporated by reference, mutatis mutandis .

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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CH2M HILL, INC.AMENDMENT TO CREDIT AGREEMENT

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on thedate first above written.

BORROWERS: CH2M HILL COMPANIES, LTD. CH2M HILL, INC. By: /s/ Steven Mathews By: /s/ Steven MathewsName: Steven Mathews Name: Steven MathewsTitle: Treasurer and Authorized Signatory Title: Treasurer and Authorized Signatory OPERATIONS MANAGEMENT INTERNATIONAL,INC.

CH2M HILL ENGINEERS, INC.

By: /s/ Allan Chow By: /s/ Steven MathewsName: Allan Chow Name: Steven MathewsTitle: Treasurer and Authorized Signatory Title: Treasurer and Authorized Signatory CH2M HILL GLOBAL, INC. CH2M HILL CONSTRUCTORS, INC. By: /s/ Steven Mathews By: /s/ Allan ChowName: Steven Mathews Name: Allan ChowTitle: Treasurer and Authorized Signatory Title: Treasurer and Authorized Signatory CHVENG, LLC By: /s/ Steven Mathews Name: Steven Mathews Title: Treasurer and Authorized Signatory


SUBSIDIARY GUARANTORS: CH2M HILL INTERNATIONAL, LTD By: /s/ Steven Mathews Name: Steven Mathews Title: Treasurer and Authorized Signatory CH2M HILL ALASKA, INC. By: /s/ Steven Mathews Name: Steven Mathews Title: Treasurer and Authorized Signatory CH2M HILL PLATEAU REMEDIATION COMPANY By: /s/ Steven Mathews Name: Steven Mathews Title: Treasurer and Authorized Signatory


ADMINISTRATIVE AGENT: WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent and a Lender By: /s/ S. Michael St. Geme Name: S. Michael St. Geme Title: Managing Director


LENDERS: BNP PARIBAS

By: /s/ Jamie Dillon Name: Jamie Dillon Title: Vice President By: /s/ Joseph Mack Name: Joseph Mack Title: Vice President BANK OF THE WEST

By: /s/ Robert J. Likos Name: Robert J. Likos Title: Director JPMORGAN CHASE BANK, N.A.

By: /s/ Laura Woodward Name: Laura Woodward Title: Vice President THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. By: /s/ Victor Pierzchalski Name: Victor Pierzchalski Title: Authorized Signatory BANK OF AMERICA, N.A. By: /s/ Stuart Bonomo Name: Stuart Bonomo Title: Director BMO HARRIS N.A.

By: /s/ Michael Gilt Name: Michael Gilt Title: Director


CITIZENS BANK, N.A.

By: /s/ Megan Livingston Name: Megan Livingston Title: Vice President THE NORTHERN TRUST COMPANY

By: /s/ Molly Drennan Name: Molly Drennan Title: Senior Vice President HSBC BANK USA, N.A.

By: /s/ Christian Sumulong Name: Christian Sumulong Title: Vice President U.S. BANK NATIONAL ASSOCIATION

By: /s/ Jeff Benedix Name: Jeff Benedix Title: Vice President

EXHIBIT A1

Pages of Consolidated Original Credit Agreement

(as amended by Section 1.1 of this Amendment)

See attached.

COMPOSITE CREDIT AGREEMENT – THIS CREDIT AGREEMENT INCORPORATES THATCERTAIN FIRST AMENDMENT TO CREDIT AGREEMENT DATED AS OF SEPTEMBER 26, 2014,THAT CERTAIN SECOND AMENDMENT TO CREDIT AGREEMENT DATED AS OF MARCH 30,2016 AND THAT CERTAIN CONSENT DATED AS OF APRIL 25, 2016. THIS DOCUMENT ISBEING PROVIDED SOLELY FOR EASE OF REVIEW AND CONVENIENCE. KING & SPALDINGLLP MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF THISDOCUMENT; PARTIES SHOULD RELY SOLELY ON THEIR REVIEW OF THE CREDITAGREEMENT AND AMENDMENTS.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of March 28, 2014

among

CH2M HILL COMPANIES, LTD., CH2M HILL, INC.

OPERATIONS MANAGEMENT INTERNATIONAL, INC. CH2M HILL ENGINEERS, INC. CH2M HILL GLOBAL, INC.

CH2M HILL CONSTRUCTORS, INC. CHVENG, LLCas Borrowers,

THE SUBSIDIARIES OF THE BORROWERS PARTY HERETO, as Subsidiary Guarantors,

and

THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender,

BNP PARIBAS JPMORGAN CHASE BANK, N.A.,

and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as Co-Syndication Agents

and

WELLS FARGO SECURITIES, LLC BNP PARIBAS SECURITIES CORPORATION

J.P. MORGAN SECURITIES LLC JPMORGAN BANK, N.A. THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as Joint Lead Arrangers and Joint Book Runners

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TABLE OF CONTENTS

ARTICLE I CERTAIN DEFINED TERMS; CERTAIN RULES OF CONSTRUCTION 2

SECTION 1.01. CERTAIN DEFINED TERMS 2

SECTION 1.02. CERTAIN RULES OF CONSTRUCTION 37 ARTICLE II CREDIT EXTENSIONS 43 42

SECTION 2.01. THE ORIGINAL CREDIT AGREEMENT. 43 42

SECTION 2.02. REVOLVING CREDIT LOANS; TERM LOANS 44 43

SECTION 2.03. PROCEDURES FOR BORROWING 45 44

SECTION 2.04. LETTERS OF CREDIT 47 46

SECTION 2.05. SWING LINE LOANS 56 53

SECTION 2.06. PAYMENTS AND PREPAYMENTS 59 56

SECTION 2.07. TERMINATION OR REDUCTION OF AGGREGATE REVOLVING CREDITCOMMITMENTS

61 58

SECTION 2.08. FINAL REPAYMENT OF REVOLVING CREDIT LOANS AND SWING

LOANS62 58

SECTION 2.09. INTEREST; APPLICABLE RATES 62 58

SECTION 2.10. FEES 63 60

SECTION 2.11. COMPUTATIONS OF INTEREST AND FEES 64 60

SECTION 2.12. EVIDENCE OF INDEBTEDNESS 64 61

SECTION 2.13. PAYMENTS GENERALLY; RIGHT OF ADMINISTRATIVE AGENT TO

MAKE DEDUCTIONS AUTOMATICALLY65 61

SECTION 2.14. SHARING OF PAYMENTS 67 63

SECTION 2.15. INCREASE IN AGGREGATE COMMITMENTS AND INCREMENTAL

TERM LOANS68 64

SECTION 2.16. CASH COLLATERAL 70 66

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ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY 72 67

SECTION 3.01. TAXES 72 67

SECTION 3.02. ILLEGALITY 75 71

SECTION 3.03. INABILITY TO DETERMINE RATES 76 71

SECTION 3.04. INCREASED COSTS 77 72

SECTION 3.05. COMPENSATION FOR LOSSES 78 73

SECTION 3.06. MITIGATION OBLIGATIONS 79 73

SECTION 3.07. DEFAULTING LENDERS 79 74

SECTION 3.08. REPLACEMENT OF LENDERS 81 75

SECTION 3.09. SURVIVAL 82 76 ARTICLE IV CONDITIONS PRECEDENT 82 76

SECTION 4.01. CONDITIONS TO EFFECTIVENESS AND TO INITIAL CREDITEXTENSION

82 76

SECTION 4.02. CONDITIONS TO ALL CREDIT EXTENSIONS 84 78

ARTICLE V REPRESENTATIONS AND WARRANTIES 85 79

SECTION 5.01. CORPORATE EXISTENCE AND POWER 86 79

SECTION 5.02. CORPORATE AUTHORIZATION; NO CONTRAVENTION 86 80

SECTION 5.03. GOVERNMENTAL AUTHORIZATION; COMPLIANCE WITH LAWS 86 80

SECTION 5.04. BINDING EFFECT 87 81

SECTION 5.05. LITIGATION 87 81

SECTION 5.06. ERISA COMPLIANCE 87 81

SECTION 5.07. USE OF PROCEEDS 89 82

SECTION 5.08. ENVIRONMENTAL COMPLIANCE 89 82

SECTION 5.09. TAXES 90 83

SECTION 5.10. FINANCIAL CONDITION 90 83

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SECTION 5.11. MARGIN REGULATIONS; REGULATED ENTITIES 90 84

SECTION 5.12. INTELLECTUAL PROPERTY 91 84

SECTION 5.13. SOLVENCY 91 84

SECTION 5.14. ANTI-TERRORISM LAWS 91 84

SECTION 5.15. FULL DISCLOSURE 92 85

SECTION 5.16. CLASSIFICATION AS SENIOR INDEBTEDNESS 92 85

ARTICLE VI AFFIRMATIVE COVENANTS 92 85

SECTION 6.01. FINANCIAL STATEMENTS 92 85

SECTION 6.02. OTHER INFORMATION 94 87

SECTION 6.03. NOTICES 95 88

SECTION 6.04. PRESERVATION OF EXISTENCE, ETC 96 88

SECTION 6.05. MAINTENANCE OF PROPERTIES 96 89

SECTION 6.06. MAINTENANCE OF INSURANCE 96 89

SECTION 6.07. COMPLIANCE WITH LAWS 97 89

SECTION 6.08. BOOKS AND RECORDS 97 89

SECTION 6.09. INSPECTION RIGHTS 97 90

SECTION 6.10. [RESERVED] 97 90

SECTION 6.11. PAYMENT OF OBLIGATIONS 97 90

SECTION 6.12. COVENANT TO GUARANTEE OBLIGATIONS AND GRANTSECURITY

98 90

SECTION 6.13. PARI PASSU 98 91

SECTION 6.14. FURTHER ASSURANCES 98 91

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ARTICLE VII NEGATIVE COVENANTS 99 91

SECTION 7.01. LIENS 99 92

SECTION 7.02. INVESTMENTS 101 94

SECTION 7.03. INDEBTEDNESS 102 94

SECTION 7.04. FUNDAMENTAL CHANGES 105 97

SECTION 7.05. DISPOSITIONS 106 98

SECTION 7.06. RESTRICTED PAYMENTS 107 99

SECTION 7.07. TRANSACTIONS WITH AFFILIATES 108 101

SECTION 7.08. BURDENSOME AGREEMENTS 108 101

SECTION 7.09. USE OF PROCEEDS 108 102

SECTION 7.10. MAINTENANCE OF BUSINESS 109 102

SECTION 7.11. AMENDMENTS OF ORGANIZATION DOCUMENTS 109 102

SECTION 7.12. ACCOUNTING CHANGES 109 102

SECTION 7.13. PREPAYMENTS OF INDEBTEDNESS 109 102

SECTION 7.14. FINANCIAL COVENANTS 109 103

SECTION 7.15. AMENDMENTS OF CERTAIN DEBT 110 103 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES 110 103

SECTION 8.01. EVENTS OF DEFAULT 110 103

SECTION 8.02. WAIVERS OF EVENTS OF DEFAULTS 112 105

SECTION 8.03. REMEDIES UPON EVENT OF DEFAULT 113 105

SECTION 8.04. APPLICATION OF FUNDS 114 106

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ARTICLE IX ADMINISTRATIVE AGENT 115 107

SECTION 9.01.APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT 115 107

SECTION 9.02. RIGHTS AS A LENDER 115 108

SECTION 9.03. EXCULPATORY PROVISIONS 115 108

SECTION 9.04. RELIANCE BY ADMINISTRATIVE AGENT 116 109

SECTION 9.05. DELEGATION OF DUTIES 117 109

SECTION 9.06. RESIGNATION OF ADMINISTRATIVE AGENT 117 110

SECTION 9.07. NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS118 110

SECTION 9.08. NO OTHER DUTIES, ETC 118 111

SECTION 9.09. ADMINISTRATIVE AGE T MAY FILE PROOFS OF CLAIM 118 111

SECTION 9.10. GUARANTY MATTERS 119 111

SECTION 9.11. LEGAL REPRESENTATION OF ADMINISTRATIVE AGENT 119 112 SECTION 9.12. SECURED HEDGE AGREEMENTS AND SECURED CASH

MANAGEMENT AGREEMENTS 112

SECTION 9.13. CREDIT BIDDING 112

ARTICLE X GENERAL PROVISIONS 119 112

SECTION 10.01. AMENDMENTS, ETC 119 113

SECTION 10.02. NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATIONS 121 114

SECTION 10.03. NO WAIVER; CUMULATIVE REMEDIES; ENFORCEMENT 124 117

SECTION 10.04. EXPENSES; INDEMNITY; DAMAGE WAIVER 125 117

SECTION 10.05. MARSHALLING; PAYMENTS SET ASIDE 127 119

SECTION 10.06. SUCCESSORS AND ASSIGNS 127 119

SECTION 10.07. TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY 131 122

SECTION 10.08. RIGHT OF SETOFF 132 123

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SECTION 10.09. INTEREST RATE LIMITATION 132 123

SECTION 10.10. COUNTERPARTS; INTEGRATION; EFFECTIVENESS 132 124

SECTION 10.11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES 133 124

SECTION 10.12. SEVERABILITY 133 124

SECTION 10.13. LENDER-CREDITOR RELATIONSHIP 133 124

SECTION 10.14. USA PATRIOT ACT NOTICE 134 125

SECTION 10.15. GUARANTY BY SUBSIDIARIES 134 125

SECTION 10.16. JOINT AND SEVERAL LIABILITY OF THE BORROWERS 141 13

SECTION 10.17. ADMINISTRATIVE BORROWER 145 136

SECTION 10.18. GOVERNING LAW; JURISDICTION; ETC 145 136

SECTION 10.19. JUDGMENT CURRENCY 146 137

SECTION 10.20. WAIVER OF RIGHT TO JURY TRIAL 147 137

SECTION 10.21 ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA

FINANCIAL INSTITUTIONS 138

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SCHEDULES

2.01 Aggregate Outstanding Principal Amounts as of the Closing Date2.02 Lenders; Commitments; Percentage Shares2.03 Issuer Sublimits5.05 Litigation5.06(a) Pension Plans5.06(c) Departures from Pension Funding Rules5.06(d) Pension Plans and Multiemployer Plans5.08 Environmental7.01 Existing Liens7.02 Existing Investments7.03 Existing Indebtedness10.02 Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

A Form of Assignment and AssumptionB Form of Compliance Certificate C Form of Joinder AgreementD Form of Loan NoticeE-1 Form of Revolving Loan NoteE-2 Form of Swing Line Loan NoteF Form of Swing Line Loan NoticeG Form of Bank Product Provider Notice

NOTE: Schedule 1 to Exhibit B of the Credit Agreement was amended by the Second Amendment to CreditAgreement.

vii

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT , dated as of March 28,2014, is entered among CH2M HILL COMPANIES, LTD. , a Delaware corporation ( the “ Parent”), CH2MHILL, INC. , a Florida corporation (“ CH2M Inc. ”), OPERATIONS MANAGEMENTINTERNATIONAL, INC. , a California corporation (“ OMI”), CH2M HILL ENGINEERS, INC. , aDelaware corporation (“ CH2MEngineers”), CH2M HILL GLOBAL, INC. , a Delaware corporation (“CH2MGlobal”), CH2M HILL CONSTRUCTORS, INC. , a Delaware corporation (“ CH2MConstructors”), and CHVENG, LLC ( formerly known as CH 2M HILL ENERGY, LTD.) , a Delaware limitedliability company (“ CHVENG,” and together with the Parent, CH2M Inc., OMI, CH2M Engineers, CH2MGlobal and CH2M Constructors, each a “ Borrower ,” and, collectively, the “ Borrowers”), the SubsidiaryGuarantors party hereto (for purposes of Section 10.15 ), the several financial institutions party to thisAgreement as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION , in its separatecapacities as Swing Line Lender and as Administrative Agent on behalf and for the benefit of the CreditGroup. This Agreement amends, restates, supersedes and replaces in its entirety the Original Credit Agreement(as defined herein) and each Subsidiary Guaranty (as defined in the Original Credit Agreement), and is notintended to, and will not, act as a novation of the indebtedness, liabilities and other obligations (including anyobligations under each Subsidiary Guaranty) thereunder.

RECITALS

A. The Borrowers, as borrowers, have entered into the Original Credit Agreement with the lendersparty thereto (collectively, the “ ExistingLenders” ), and Wells Fargo in its separate capacities as the SwingLine Lender and an L/C Issuer and as the Administrative Agent on behalf and for the benefit of the otherLenders (as such terms are defined in the Original Credit Agreement) pursuant to which the Existing Lendershave extended and made available to the Borrowers a revolving credit facility in the aggregate principal amountof up to $900,000,000 outstanding at any one time, including a $300,000,000 sub-limit for alternative currencyborrowings, a $50,000,000 sub-limit for swing line advances and a $500,000,000 sub-limit for letters of credit.

B. The Borrowers desire to increase and restructure the credit facility provided under the OriginalCredit Agreement and to amend the Original Credit Agreement in certain other respects, and, as so amended, torestate the Original Credit Agreement in its entirety along with the other Loan Documents (as such term isdefined in the Original Credit Agreement, and referred to herein for purposes of this Agreement as the “OriginalCreditDocuments”) executed or delivered pursuant to or otherwise existing in support of the Original CreditAgreement.

C. The Lending Parties have agreed to so increase and restructure the credit facility providedunder the Original Credit Agreement and to make such Loans and other Credit Extensions available to theBorrowers, for the Borrowers’ benefit and on behalf and for the benefit of the Guarantors, each of which is adirect or indirect wholly owned Subsidiary of the Borrowers, and to amend and restate the Original CreditAgreement and the other Original Credit Documents, but only on the terms and provisions herein, and subject tothe conditions and in reliance on, the representations and warranties set forth below.

D. It is the intent of the Borrowers, the Lenders and Wells Fargo, not in its individual capacity asa Lender but in its separate capacities as L/C Issuer, as Agent for itself and the other Lenders that, except ashereinafter expressly provided, the extensions of credit outstanding under the Original Credit Agreement will notbe deemed to be repaid or terminated upon the effectiveness of this Agreement, but will continue to remainoutstanding and will be due and payable at the time and in the manner provided by this Agreement, includingSection 2.01 .

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NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained

herein and for other good and valuable consideration (the receipt and sufficiency of which are herebyacknowledged), the parties agree as follows:

AGREEMENT

ARTICLE I CERTAIN DEFINED TERMS; CERTAIN RULES OF CONSTRUCTION

SECTION 1.01. CERTAIN DEFINED TERMS.

As used in this Agreement, the following terms will mean the following:

“ 2014PaymentPeriod” has the meaning set forth in Section 7.06(b)(i) of this Agreement.

“ 2015PaymentPeriod” has the meaning set forth in Section 7.06(b)(i) of this Agreement.

“ Acquisition” means any transaction or series of related transactions resulting, directly or indirectly,in (a) the acquisition by any Person of (i) all or substantially all of the assets of another Person or (ii) anybusiness unit or division of another Person, (b) the acquisition by any Person of Equity Interests of any otherPerson resulting in the acquiring Person having the ability to Control the acquired Person, or otherwise causingany other Person to become a Subsidiary of such Person or (c) a merger or consolidation, or any othercombination, of any Person with another Person (other than a Person that is a wholly-owned Subsidiary) inwhich any Borrower or a Subsidiary of any Borrower is the surviving Person. For the avoidance of doubt, theformation of any Joint Venture, or the acquisition of any interest in any Joint Venture, shall not be deemed toconstitute an “Acquisition”.

“ AdditionalAlternativeCurrency” has the meaning given such term in Section 1.02(l) .

“ AdditionalCommitmentDocumentation” has the meaning given such term in Section 2.15(c) .

“ AdditionalCommitmentsEffectiveDate” has the meaning given such term in Section 2.15(b) .

“ AdditionalRevolvingCreditCommitment” means the commitment of an Additional Lender to makeAdditional Revolving Credit Loans pursuant to Section 2.15 .

“ AdditionalLender” means, at any time, each applicable Lender, Eligible Assignee or other Personwho is providing an Additional Revolving Credit Commitment and/or an Incremental Term Loan, as applicable.

“ Additional Revolving Credit Loans” means any loans made in respect of Additional RevolvingCredit Commitments.

“ Additional Transaction Condition ” means, with respect to any applicable Investment orRestricted Payment, the ability of the Borrowers to demonstrate that the aggregate amount of SpecifiedEBITDA Add-backs during the four (4) Fiscal Periods most recently ended prior to such transaction forwhich the Parent has delivered financial statements pursuant to Section 6.01(a) or 6.01(b) did not exceed10% of Consolidated Adjusted EBITDA during such period.

“ AdministrativeAgent” means, at any time, the administrative agent for the Lending Parties under theLoan Documents as appointed pursuant to Article IX (which, initially, will be Wells Fargo).

2

“ AdministrativeAgent’sOffice” means Administrative Agent’s address and, as appropriate, account

as set forth on Schedule 10.02 , or such other address or account as Administrative Agent may from time to timenotify the Borrowers and each Lending Party.

“ AdministrativeBorrower” has the meaning given such term in Section 10.17 .

“ Administrative Detail Form ” means an administrative detail form in a form supplied by, orotherwise acceptable to, Administrative Agent.

“ AED” means the lawful currency of the United Arab Emirates.

“ Affiliate” means, with respect to any Person, another Person that directly, or indirectly through oneor more intermediaries, Controls or is Controlled by or is under common Control with the Person specified(excluding any trustee under, or any committee with responsibility for administering, any Employee BenefitPlan).

“ AggregateCommitments” means Aggregate Revolving Credit Commitments.

“ AggregateOutstandingPrincipalAmount” has the meaning given such term in Section 2.01 .

“ Aggregate Revolving Credit Commitments” means, at any time, the combined Revolving CreditCommitments of all Lenders. The Aggregate Revolving Credit Commitments as of the Closing ThirdAmendment Effective Date are $ 1,100,000,000. 925,000,000.

“ Agreement” means this Second Amended and Restated Credit Agreement.

“ AlternativeCurrency” means (a) Sterling, Euros, Canadian Dollars, Australian Dollars, Hong KongDollars, Yen, Singapore Dollars, (b) solely with respect to Letters of Credit, to the extent approved by theapplicable L/C Issuer, AED, BHD, BRL, CLP, KWD, INR, NOK, OMR, PEN, PLN, QAR, RON, SAR, TNDand TTD and (c) each Additional Alternative Currency (other than Dollars) that is approved from time to time inaccordance with Section 1.02(l) .

“ Alternative CurrencyAvailable Credit” means, as of any date of determination, the lesser of (a)$300,000,000 less (i) the Dollar Equivalent of the aggregate of all Loans then outstanding denominated in anAlternative Currency and (ii) the Dollar Equivalent of the aggregate of all L/C Obligations then outstanding inrespect of Credits denominated in an Alternative Currency, and (b) the Available Credit.

“ Anti-Terrorism Laws ” means any applicable Laws relating to terrorism or money laundering,including Executive Order No. 13224, the PATRIOT Act, the applicable Laws comprising or implementing theBank Secrecy Act, and the applicable Laws administered by the United States Treasury Department’s Office ofForeign Asset Control (as any of the foregoing Applicable Laws may from time to time be amended, renewed,extended, or replaced).

“ ApplicableRate” means, (a) at all times during the Interim Period , and as included in the computationof the rate of interest for Eurodollar Rate Loans or Base Rate Loans or in the computation of Revolving CreditCommitment Fees, as the context requires and as otherwise provided in this Agreement, the applicable ratepercentage per annum set forth in the grid below, each such percentage being based, subject to Section 2.09(d) ,upon the corresponding Consolidated Leverage Ratio maintained by the Parent, as determined by AdministrativeAgent, in its Reasonable Discretion, as of the end of the most recent Fiscal Period for which the Borrowers havefurnished a Compliance Certificate to Administrative Agent and the Lenders pursuant to Section 6.01(c) :Section 2.09(d), upon the

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corresponding Consolidated Leverage Ratio maintained by the Parent, as determined by AdministrativeAgent, in its Reasonable Discretion, as of the end of the most recent Fiscal Period for which the Borrowershave furnished a Compliance Certificate to Administrative Agent and the Lenders pursuant to Section6.01(c):

PRICINGLEVEL(TIER)

CONSOLIDATEDLEVERAGE

RATIO

APPLICABLERATEFOR

EURODOLLAR RATE LOANS

APPLICABLERATEFORBASE RATE

LOANS

APPLICABLERATEFORREVOLVINGCREDIT

COMMITMENT FEES

I ≥3.25 2.375% 0.875% 0.350%II ≥2.75 but <3.25 1.875% 0.375% 0.350%III ≥2.25 but <2.75 1.625% 0.125% 0.300%IV ≥1.75 but <2.25 1.500% 0.000% 0.250%V ≥1.25 but <1.75 1.375% 0.000% 0.200%VI ≥0.75 but <1.25 1.250% 0.000% 0.175%VII <0.75 1.125% 0.000% 0.150%

; and (b) at all other times, and as included in the computation of the rate of interest for Eurodollar Rate

Loans or Base Rate Loans or in the computation of Revolving Credit Commitment Fees, as the context requiresand as otherwise provided in this Agreement, the applicable rate percentage per annum set forth in the gridbelow, each such percentage being based, subject to Section 2.09(d) , upon the corresponding ConsolidatedLeverage Ratio maintained by the Parent, as determined by Administrative Agent, in its Reasonable Discretion,as of the end of the most recent Fiscal Period for which the Borrowers have furnished a Compliance Certificateto Administrative Agent and the Lenders pursuant to Section 6.01(c) :

PRICINGLEVEL(TIER)

CONSOLIDATEDLEVERAGE

RATIO

APPLICABLERATEFOR

EURODOLLARRATELOANS

APPLICABLERATEFORBASERATE

LOANS

APPLICABLERATEFORREVOLVINGCREDIT

COMMITMENTFEES

I ≥ 2.75 2.50 1.875 3.000 % 0.375 1.500 % 0.350 0.500 %II ≥ 2.25 but < 2.75 2.50 1.625 2.750 % 0.125 1.250 % 0.300 0.450 %III ≥1.75 but < 2.25 1.500 2.500 % 0.000 1.000 % 0.250 0.350 %IV ≥ 1.25 but < 1.75 1.375 2.250 % 0.000 0.750 % 0.200 0.300 %V ≥ 0.75 but < 1.25 1.250 2.000 % 0.000 0.500 % 0.175 0.250 %VI < 0.75 1.125 1.750 % 0.000 0.250 % 0.150 0.200 %

Notwithstanding anything to the contrary contained in this definition, the determination of the

Applicable Rate for any period and at any time will be subject to the provisions of Section 2.09(d) .

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“ ApplicableTime” means, with respect to any Borrowings and payments in any Alternative Currency,

the local time in the place of settlement for such Alternative Currency as may be reasonably determined byAdministrative Agent to be necessary for timely settlement on the relevant date in accordance with normalbanking procedures in the place of payment.

“ ApprovedFund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate ofa Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” means, individually and collectively, Wells Fargo Securities, LLC, BNP ParibasSecurities Corporation, J.P. Morgan Securities LLC JPMorgan Bank, N.A. and The Bank of Tokyo-MitsubishiUFJ, Ltd. as the joint lead arrangers, syndication agents and joint book runners for the transactions contemplatedby the Loan Documents.

“ AssetDisposition” means any Disposition permitted pursuant to Section 7.05(i) of this Agreement.

“ AssignmentandAssumption” means an assignment and assumption entered into by a Lending Partyand an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b) ), andaccepted by Administrative Agent, in substantially the form of Exhibit A or any other form approved byAdministrative Agent.

“ AttributableDebt” means, on any date of determination, (a) in respect of any Capitalized Lease ofany Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as ofsuch date in accordance with GAAP and (b) in respect of any Synthetic Lease Obligation, the capitalized amountof the remaining lease payments under the relevant lease that would appear on a balance sheet of such Personprepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.

“ AustralianDollars” means the lawful currency of Australia.

“ Automatic Extension Letter of Credit ” means a Letter of Credit that has automatic extensionprovisions.

“ AvailableCredit” means, as of any date of determination, the amount by which (a) the AggregateRevolving Credit Commitments then in effect exceeds (b) the Total Revolving Credit Outstandings as of suchdate.

“ Available Restricted Payment Amount” means, as of any date of determination, $100,000,000minus (i) any Legally Required Restricted Payments, minus (ii) any Restricted Payments made pursuantto Section 7.06(b)(i) minus (iii) any Restricted Payments made pursuant to Section 7.06(b)(iii), in the caseof each of the clauses (i) through (iii), made during four Fiscal Periods ending as of the end of the FiscalPeriod in which such date occurs. Notwithstanding the foregoing, through the Fiscal Period ending March31, 2017, the “Available Restricted Payment Amount” shall be equal to $75,000,000 minus (x) any LegallyRequired Restricted Payments minus (y) any Restricted Payments made pursuant to Section 7.06(b)(i)minus (z) any Restricted Payments made pursuant to Section 7.06(b)(iii), in the case of each of clauses (x)through (z), made after June 24, 2016 and prior to the end of the Fiscal Period ending March 31, 2017.

“ AvailabilityPeriod” means the period from the Closing Date to the date which is five Business Days

prior to the Revolving Credit Maturity Date.

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“ Bail-InAction” means the exercise of any Write-Down and Conversion Powers by the applicable

EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-InLegislation” means, with respect to any EEA Member Country implementing Article 55of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, theimplementing law for such EEA Member Country from time to time which is described in the EU Bail-InLegislation Schedule.

“ BankProduct” means any of the following products, services or facilities extended by any BankProduct Provider: (a) Cash Management Services extended to any Borrower (either for itself or, with theAdministrative Borrower’s prior consent, for one or more of its Subsidiaries); (b) products under anyHedging Agreement entered into with any Borrower (either for itself or, with the AdministrativeBorrower’s prior consent, for one or more of its Subsidiaries); (c) up to $50,000,000 of letters of credit andbank guarantees (other than any Credit issued hereunder) the account party of which is any Borrower ora Subsidiary (provided that any Borrower has guaranteed or is a primary obligor with respect to suchSubsidiary’s letters of credit or bank guarantees), and (d) commercial credit card, purchase card andmerchant card services extended to any Borrower (either for itself or, with the Administrative Borrower’sprior consent, for one or more of its Subsidiaries); provided,however,that for any of the foregoing to beincluded in the term Bank Products, the applicable Bank Product Provider (other than Wells Fargo Bank,National Association) must have previously provided a Bank Product Provider Notice to AdministrativeAgent and the Administrative Borrower setting forth the information required clause (a)(i)(A) of theproviso to the definition of Obligations and if the applicable Bank Product Provider is Wells Fargo Bank,National Association, it must have previously provided a Bank Product Provider Notice to theAdministrative Borrower setting forth the information required under clause (a)(i)(B) of the proviso tothe definition of Obligations.

“ Bank Product Agreement” means any agreement governing or related to any Bank Productother than this Agreement, the Collateral Agreement or any other Loan Document.

“ BankProductAmount” has the meaning set forth in the definition of Obligations.

“ BankProduct Debt” means the Indebtedness and other payment obligations of any Borrowerrelating to Bank Products.

“ BankProductProvider” means any Person that provides Bank Products to a Borrower or anySubsidiary to the extent that ( a ) such Person is a Lender, an Affiliate of a Lender or any other Personthat was a Lender (or an Affiliate of a Lender) at the time it entered into the Bank Product but has ceasedto be a Lender (or whose Affiliate has ceased to be a Lender) under this Agreement or ( b ) such Person isa Lender or an Affiliate of a Lender on the Third Amendment Effective Date and the Bank Product wasentered into on or prior to the Third Amendment Effective Date (even if such Person ceases to be aLender or such Person’s Affiliate ceased to be a Lender).

“ BankProductProviderNotice” means a notice substantially in the form of Exhibit G.

“ BankUndertaking” means any independent undertaking of the L/C Issuer within the meaning of,and complying with the requirements of, 12 C.F.R. §7.1016 as to which the issuer’s obligation to honor dependsupon the presentation of specified documents and not upon non-documentary conditions or resolution of anyquestions of fact or law, issued hereunder pursuant to Section 2.04 . Bank Undertakings may be issued inDollars or an Alternative Currency as permitted by this Agreement.

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“ BankruptcyCode” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. Sections 101 et

seq.), and the Bankruptcy Rules promulgated thereunder.

“ Bankruptcy Laws ” means, collectively, (a) the Bankruptcy Code and (b) all other liquidation,conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership,insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictionsfrom time to time in effect and affecting the rights of creditors generally.

“ BaseRate” means, for any day, the greatest of (a) the Prime Rate in effect on such day, (b) theFederal Funds Rate for such day plus one-half of one percent (0.50%) and (c) the One Month LIBOR Rate forsuch day (determined on a daily basis as set forth below) plus one percent (1.00%). As used in this definition of“Base Rate”, “One Month LIBOR Rate” means, with respect to any interest rate calculation for a Loan or otherObligation bearing interest at the Base Rate, a rate per annum equal to the quotient (rounded, if necessary to thenearest 1/100th of one percent (0.01%)) of (i) the rate per annum referred to as the LIBOR RATE asadministered by the ICE Benchmark Administration (or any other Person that takes over the administration ofsuch rate) on Reuters LIBOR page 1, or if not reported by Reuters, as reported by any service selected byAdministrative Agent on the applicable day (provided that if such day is not a Business Day for which a LIBORRate is quoted, the next preceding Business Day for which a LIBOR Rate is quoted) at approximately 11:00a.m., London time (or as soon thereafter as practicable), for Dollar deposits being delivered in the Londoninterbank eurodollar currency market for a term of one month commencing on such date of determination,divided by (ii) one minus the Reserve Requirement in effect on such day. If for any reason rates are notavailable as provided in clause (i) of the preceding sentence, the rate to be used in clause (i) will be, atAdministrative Agent’s discretion (in each case, rounded, if necessary, to the nearest 1/100th of one percent(0.01%)), (1) the rate per annum at which Dollar deposits are offered to Administrative Agent in the Londoninterbank eurodollar currency market or (2) the rate at which Dollar deposits are offered to Administrative Agentin, or by Wells Fargo to major banks in, any offshore interbank eurodollar market selected by AdministrativeAgent, in each case on the applicable day (provided that if such day is not a Business Day for which Dollardeposits are offered to Administrative Agent in the London interbank eurodollar currency market, the nextpreceding Business Day for which Dollar deposits are offered to Administrative Agent in the London interbankeurodollar currency market) at approximately 11:00 a.m., London time (or as soon thereafter as practicable) (fordelivery on such date of determination) for a one month term. Each determination by Administrative Agentpursuant to this definition will be conclusive absent manifest error.

“ BaseRateLoan” means a Loan that bears interest based upon the Base Rate.

“ BHD” means the lawful currency of the Kingdom of Bahrain.

“ Borrowing” means a Revolving Credit Borrowing or a Swing Line Borrowing, as the context mayrequire.

“ BRL” means the lawful currency of the Federative Republic of Brazil.

“ Business Day” means any day other than a Saturday, Sunday or other day on which commercialbanks are authorized to close under the Laws of, or are in fact closed in, New York, New York or the city andstate where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurodollar Rate Loan denominated inDollars or as to any Base Rate Loan, any fundings, disbursements, settlements and payments in Dollars inrespect of any such Eurodollar Rate Loan, or any other dealings in Dollars to be carried out pursuant to

7

this Agreement in respect of any such Eurodollar Rate Loan, means any such day on which dealings in depositsin Dollars are conducted by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurodollar Rate Loan denominated inEuro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurodollar RateLoan or Bid Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of anysuch Eurodollar Rate Loan, means a TARGET Day;

(c) if such day relates to any interest rate settings as to a Eurodollar Rate Loan denominated in acurrency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currencyare conducted by and between banks in the London or other applicable offshore interbank market for suchcurrency; and

(d) if such day relates to any fundings, disbursements, settlements and payments in a currencyother than Dollars or Euro in respect of a Eurodollar Rate Loan denominated in a currency other than Dollars orEuro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to thisAgreement in respect of any such Eurodollar Rate Loan (other than any interest rate settings), means any suchday on which banks are open for foreign exchange business in the principal financial center of the country ofsuch currency.

“ CanadianDollars” means the lawful currency of Canada.

“ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP,recorded as capitalized leases.

“ Cash Collateralize” means to pledge and deposit with or deliver to Administrative Agent, for thebenefit of Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateralfor L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participationsin respect of either thereof (as the context may require), Cash or, if L/C Issuer or Swing Line Lender benefittingfrom such collateral will agree in its sole discretion, other credit support, in each case pursuant to documentationin form and substance satisfactory to (a) Administrative Agent and (b) L/C Issuer or Swing Line Lender (asapplicable). “ CashCollateral” will have a meaning correlative to the foregoing and will include the proceedsof such cash collateral and other credit support.

“ Cash” means money, currency or a credit balance in a deposit account.

“ CashEquivalents” means, as to any Person, any of the following: (a) readily marketable obligationsissued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof(but only so long as the full faith and credit of the United States is pledged in support thereof) having maturitiesof not more than 360 days from the date of acquisition; (b) domestic and Eurodollar certificates of deposit, timeor demand deposits or bankers’ acceptances maturing within 180 days after the date of acquisition issued orguaranteed by or placed with, and money market deposit accounts issued or offered by any Lender or by anynationally or state chartered commercial bank or any branch or agency of a foreign bank licensed to conductbusiness in the United States having combined capital and sur plus of not less than $250,000,000 whose short-term securities are rated at least A 1 or the equivalent thereof by S&P or at least P 1 or the equivalent thereof byMoody’s; (c) fully collateralized repurchase obligations with a term of not more than 30 days for underlyingsecurities of the types described in clause (a) of this definition entered into with any bank meeting thequalifications specified in clause (d) of this definition; (d) commercial paper issued by the parent corporation ofany Lender or any commercial bank ( provided that the parent corporation and the bank are both incorporated inthe United States) having capital and sur plus in excess of $250,000,000 and commercial paper issued by anyPerson incorporated in the

8

United States, which commercial paper is rated at least A 1 or the equivalent thereof by S&P or at least P 1 orthe equivalent thereof by Moody’s, and in each case maturing not more than 180 days after the date ofacquisition by such Person; and (e) investments made in accordance with the Parent’s investment policy as suchpolicy is approved by the Parent’s chief financial officer from time to time and delivered to AdministrativeAgent on or prior to the Closing Date and promptly following any material revision to such policy.

“ Changein Law” means (a) any change arising from the enactment or enforcement of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or any rules, regulations, interpretations,guidelines or directives promulgated thereunder by any Governmental Authority, (b) any change arising fromany requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the BaselCommittee on Banking Supervision (or any successor or similar authority) or the United States or foreignregulatory authorities, in each case pursuant to Basel III, and (c) the occurrence, after the date of this Agreement,of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty; (ii) any change inany law, rule, regulation or treaty or in the administration, interpretation or application thereof by anyGovernmental Authority; or (iii) the making or issuance of any request, guideline or directive (whether or nothaving the force of law) by any Governmental Authority.

“ Cash Management Services ” means any services provided in connection with operating,collections, payroll, trust, or other depository or disbursement accounts, including automaticclearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting,lockbox, stop payment, overdraft and/or wire transfer services and all other treasury and cashmanagement services.

“ CFC” means a controlled foreign corporation under Section 957 of the Code.

“ CFCDebt” means intercompany loans, Indebtedness or receivables owed or treated as owed byone or more Foreign Subsidiaries.

“ ChangeofControl” means any of the following occurs: (a) an event or series of events by whichany “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excludingthe Trustees of the CH2M HILL Retirement and Tax Deferred Savings Plan, becomes the “beneficial owner” (asdefined in Rules 13d-3 and 13d-5 under the Exchange Act), except that a person or group will be deemed tohave “beneficial ownership” of all securities that such person or group has the right to acquire, whether suchright is exercisable immediately or only after the passage of time (such right, an “option right”)), directly orindirectly, of 30.0% or more of the issued and outstanding Equity Interests of the Parent entitled to vote formembers of the board of directors or equivalent governing body of any Borrower on a fully-diluted basis (andtaking into account all such securities that such person or group has the right to acquire pursuant to any optionright); (b) any Person, or two or more Persons acting in concert, acquires (by contract or otherwise), or will haveentered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition ofthe power to exercise, directly or indirectly, a controlling influence over the management or policies of theParent, or control over the Equity Interests of the Parent representing greater than 30.0% of the combined votingpower of all Equity Interests of the Parent entitled to vote in the election of members of the board of directors ofthe Parent on a fully diluted basis (taking into account all Equity Interests that such Person or Persons have theright to acquire pursuant to any option right, or have the right to convert or convert into pursuant to any otherEquity Interest or other right or interest); or (c) the failure of a majority of the seats (other than vacant seats) onthe board of directors of the Parent to be occupied by persons who were approved by the board of directors ofthe Parent or appointed by directors so approved.

“ CLP” means the lawful currency of the Republic of Chile.

9

“ ClosingDate” means the first date on which all of the conditions precedent to the initial Credit

Extension set forth in Section 4.01 and Section 4.02 are satisfied (or waived in accordance with Section 10.01 ).

“ Code” means the Internal Revenue Code of 1986.

“ Collateral ” means the collateral security for the Secured Obligations pledged or grantedpursuant to the Security Documents.

“ Collateral Agreement ” means the Security Agreement, dated as of the Third AmendmentEffective Date, executed by the Loan Parties in favor of the Administrative Agent, for the ratable benefitof the Credit Group, which shall be in form and substance acceptable to the Administrative Agent.

“ Commitment” means, as to any Lender, such Lender’s Revolving Credit Commitment and, as toSwing Line Lender, Swing Line Lender’s Swing Line Commitment.

“ CommodityExchangeAct” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“ ComplianceCertificate” means a certificate substantially in the form of Exhibit B .

“ Consolidated” refers, with respect to any Person, to the consolidation of accounts of such Person andits Subsidiaries in accordance with GAAP.

“ Consolidated Adjusted EBITDA ” means, as calculated for the Parent and its Subsidiaries on aConsolidated basis for any period, Consolidated Net Income for such period plus (a) the following to the extentdeducted in calculating such Consolidated Net Income (without duplication), in each case calculated for suchperiod: (i) Consolidated Interest Expense, (ii) all amounts treated as expenses for such period for depreciationand the amortization of intangibles of any kind, (iii) all Federal, state, local and foreign taxes on or measured byincome accrued by the Parent and its Consolidated Subsidiaries during such period (but net of any Federal, state,local and foreign tax credits claimed by the Parent and its Consolidated Subsidiaries for such period), (iv) allexpenses associated with the non-cash portion of all share-based compensation, (v) non-cash charges related to(A) restructuring, (B) asset impairment or (C) non-cash estimate estimated project losses (including non-extraordinary items), (vi provided, that, the amount of non-cash project losses incurred after June 24, 2016that are attributable to Inpex and MoPac and added back pursuant to this clause (v) shall not exceed$50,000,000 in the aggregate during all Fiscal Periods beginning on or after June 25, 2016, (vi) (A ) cashrestructuring charges incurred during the Fiscal Year ending ended December 31, 2014 or the Fiscal Yearending ended December 31, 25, 2015 in an aggregate amount not to exceed ( A 1 ) with respect to the FiscalYear ending ended December 31, 2014, $80,000,000 and ( B 2 ) with respect to the Fiscal Year ending endedDecember 31, 25, 2015, $40,000,000 plus an amount equal to the amount, if any, by which such cashrestructuring charges in the Fiscal Year ending ended December 31, 2014 were less than $ 80,000,000, and80,000,000 and (B) cash restructuring charges incurred after June 24, 2016 in an aggregate amount not toexceed $70,000,000 in the aggregate during all Fiscal Periods beginning on or after June 25, 2016, and (vii)other (A) extraordinary expenses or (B) non-recurring expenses actually paid in cash during such period in anaggregate amount not to exceed $10,000,000 in any Fiscal Year; and minus (b)(i) cash payments related to (A)restructuring, (B) asset impairment and (C) non-cash estimate project losses (including non-extraordinary items)for any period to the extent included in the computation of Consolidated Adjusted EBITDA pursuant to clause(a)(v) above and (ii) to the extent included in calculating Consolidated Net Income, all amounts recorded relatedto (A) extraordinary gains or (B) non-recurring gains . ; plus (c) the

10

amount, not to exceed $178,000,000 in the aggregate, of cash payments deducted from Consolidated NetIncome pursuant to clause (b)(i) above and other amounts deducted from Consolidated Net Incomepursuant to clause (b)(ii) above, in each case attributable to Inpex and MoPac, for any Fiscal Periodending before April 1, 2017 in which such payments or other amounts are deducted from ConsolidatedNet Income pursuant to such clauses (b)(i) and (b)(ii), except that $78,000,000 of such payments or otheramounts added back to Consolidated Net Income pursuant to this clause (c) shall be treated as havingbeen added back during the Fiscal Period ended June 24, 2016. Notwithstanding the foregoing,Consolidated Adjusted EBITDA shall be calculated to exclude the impact of up to $19,000,000 of the netsettlement related to the West Deptford Development.

“ Consolidated Adjusted EBITDAR” means, as calculated for the Parent and its Subsidiaries on aConsolidated basis for any period, Consolidated Adjusted EBITDA for such period; plus , in computingConsolidated Adjusted EBITDA pursuant to clause (a) of such definition, Consolidated Lease Expense for suchperiod.

“ ConsolidatedFixedChargeCoverageRatio” means, as determined as of the last day of any FiscalPeriod, calculated for the Parent and its Subsidiaries on a Consolidated basis for the period consisting of the fourconsecutive Fiscal Periods ending on such date of determination (except as otherwise expressly noted in clause(iii) below), the ratio of (a) Consolidated Adjusted EBITDAR to (b) the sum, without duplication, of (i)Consolidated Interest Expense, (ii) Consolidated Lease Expense, (iii) the Current Portion of Consolidated LongTerm Debt as of such date of determination, and (iv) cash dividends paid or accrued on (A) preferred stock and(B) at all times on or prior to December 31, 2015, any other Equity Interests.

“ Consolidated Interest Expense ” means, as calculated for the Parent and its Subsidiaries on aConsolidated basis for any period, the sum of (without duplication) (a) all interest, prepayment premiumpayments, debt discount, fees, charges and related expenses in connection with borrowed money (including allcommissions, discounts, fees and other charges under letters of credit and similar instruments and all capitalizedinterest) or in connection with the deferred purchase price of assets during such period, plus (b) the portion ofrent expense with respect to such period under Capitalized Leases that is treated as interest in accordance withGAAP, plus (c) dividends accrued on preferred stock, to the extent that such preferred stock is treated as aliability pursuant to GAAP, plus (d) all accrued losses under interest rate Swap Contracts during such period tothe extent not included in clause (a) of this definition, minus (e) all accrued gains under interest rate SwapContracts during such period.

“ Consolidated Lease Expense ” means, as calculated for the Parent and its Subsidiaries on aConsolidated basis for any period, total lease expense under all operating leases, determined in accordance withGAAP.

“ Consolidated Leverage Ratio ” means, as determined as of the last day of any Fiscal Period,calculated for the Parent and its Subsidiaries on a Consolidated basis, the ratio of (a) Consolidated Total FundedDebt as of such date of determination to (b) Consolidated Adjusted EBITDA for the period consisting of the fourconsecutive Fiscal Periods ending on such date of determination.

“ ConsolidatedNetIncome” means, as calculated for the Parent and its Subsidiaries on a Consolidatedbasis for any period, the sum of net income (or loss) for such period, but excluding (a) any income of any Personif such Person is not a Subsidiary, except that the Parent’s direct or indirect equity in the net income of any suchPerson for such period will be included in such Consolidated Net Income up to the aggregate amount of cashactually distributed by such Person during such period to the Parent or any Subsidiary as a dividend or otherdistribution and (b) the income of any Subsidiary to the extent that the declaration or payment of dividends orsimilar distributions by the Subsidiary of that income is prohibited by operation of the terms of its charter or anyagreement, instrument, judgment, decree, statute, rule or

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governmental regulation applicable to such Subsidiary . ; provided,however,that this clause (b) solely as itrelates to the Payment Prohibition will not apply in determining whether the income of Halcrow GroupLimited and its consolidated Subsidiaries may be included in the calculation of Consolidated Net Income,providedthat, as of any date of determination while the Payment Prohibition is in effect, no more than$50,000,000 of the income of Halcrow Group Limited and its consolidated Subsidiaries may be included inthe calculation of Consolidated Net Income for any period consisting of the four consecutive FiscalPeriods ending on such date of determination. For purposes of this definition, “ Payment Prohibition”means the terms of the restructure of certain pension schemes of one or more of Halcrow HoldingsLimited and its Subsidiaries that prohibit one or more of Halcrow Holdings Limited and its Subsidiariesfrom (i) paying any dividends, making other distributions, or repaying or prepaying any Indebtednessprovided to one or more of the Halcrow Entities from time to time by any Borrower or any subsidiary of aBorrower and (ii) making loans or advances or transferring any property or assets to any Borrower orany subsidiary of a Borrower for a period of time.

“ ConsolidatedSubsidiary” of a Person means a Subsidiary of such Person, the results of operationsand the financial position of which Subsidiary are included in the financial statements of such Person as if suchPerson and all of its Consolidated Subsidiaries were a single economic entity in accordance with GAAP.

“ ConsolidatedTangibleAssets” means, as of any date of determination, the total tangible assets ofthe Parent and its Subsidiaries on a Consolidated basis, as determined in accordance with GAAP.

“ ConsolidatedTotalFundedDebt” means, as of any date of determination, calculated for the Parentand its Subsidiaries on a Consolidated basis, the sum of (without duplication): (a) the outstanding principalamount of all obligations, whether current or long-term, for borrowed money (including all Obligationshereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similarinstruments, plus (b) all direct obligations arising under letters of credit (whether standby or commercial),bankers’ acceptances, bank guaranties and other financial guarantees, plus (c) all Attributable Debt in respect ofall Capitalized Leases, plus (d) without duplication, all Guarantees with respect to outstanding Indebtedness ofthe types specified in clauses (a) through (c) of this definition of Persons other than the Parent or any of itsConsolidated Subsidiaries, plus (e) all obligations of such Person to purchase, redeem, retire, defease or makeother similar principal payments (other than dividends) in respect of Disqualified Equity Interests in cash valued,in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preferenceplus accrued and unpaid dividends that are past due, plus (f) all Indebtedness of the types referred to in clause (a)through (e) of this definition of any partnership or Joint Venture (other than a Joint Venture that is itself acorporation or limited liability company) in which the Parent or any of its Consolidated Subsidiaries is a generalpartner or joint venturer, unless such Indebtedness is expressly made nonrecourse to the Parent or suchSubsidiaries; provided that Consolidated Total Funded Debt will not include (without duplication) (1)Indebtedness in respect of Swap Contracts, including the Swap Termination Value thereof, (2) obligations to theextent that such obligations are indirect, contingent obligations (other than L/C Obligations and contingentobligations with respect to the undrawn face amount of any Credit) or (3) any Performance Credit, but only tothe extent that the face amount of such Performance Credit is less than $20,000,000; and provided further that,with respect to each outstanding JV Letter of Credit, only the portion of the JV Letter of Credit Face Amountthereof that is recourse to the Borrowers, determined in accordance with Section 2.04(k), shall be included in thecalculation of Consolidated Total Funded Debt. For the avoidance of doubt, any amount of the face amount ofeach issued and outstanding Performance Credit that equals or exceeds $20,000,000 will be included inConsolidated Total Funded Debt (including the first dollar of such face amount of such Performance Credit inexcess of $20,000,000).

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“ ContractualObligation” means, as to any Person, any document or other agreement or undertaking

to which such Person is a party or by which it or any of its property is bound.

“ Control” means the possession, directly or indirectly, of the power to direct or cause the direction ofthe management or policies of a Person, whether through the ability to exercise voting power, by contract orotherwise. “ Controlling” and “ Controlled” have meanings correlative thereto.

“ ControlAgreement” shall mean an agreement, among a Loan Party, a depository institution orsecurities intermediary, and Administrative Agent, which agreement is in a form reasonably acceptable toAdministrative Agent and the Administrative Borrower and which provides Administrative Agent with“control” (as such term is used in Article 8 and 9 of the UCC (as applicable)) over any deposit account orsecurities accounts described therein.

“ Credit” means any Letter of Credit or Bank Undertaking, including any Performance Credit.

“ Credit Extension ” means each of the following: (a) a Borrowing, (b) a continuation of anyEurodollar Rate Loan (or portion thereof) into a new Eurodollar Rate Loan of a new Interest Period, (c) aconversion of any Base Rate Loan (or portion thereof) into a Eurodollar Rate Loan of a new Interest Period orthe conversion of any Eurodollar Rate Loan (or portion thereof) into a Base Rate Loan or (d) an L/C CreditExtension.

“ CreditGroup” means, collectively, Administrative Agent and the Lending Parties.

“ CurrentPortionofConsolidatedLongTermDebt” means, as determined as of the last day of anyFiscal Period, calculated for the Parent and its Subsidiaries on a Consolidated basis, the aggregate principalamount of all Consolidated Total Funded Debt (other than the Obligations hereunder and other than amountsunder any bank guarantees, other financial guarantees, and issued and outstanding letters of credit (whetherstandby or commercial), except to the extent of any drawn or funded amounts under such bank guarantees, otherfinancial guarantees or letters of credit that have not been paid or cash-collateralized) that became due andpayable during the period consisting of the four consecutive Fiscal Periods ending on such date of determination.

“ Default” means any event or condition that, with the giving of notice, the passage of time, or both,would constitute an Event of Default.

“ DefaultRate” means (a) when used with respect to Obligations other than L/C Fees, a per annuminterest rate equal to the sum of (i) the Base Rate, plus (ii) the Applicable Rate, if any, applicable to Base RateLoans and plus (iii) 2.0% per annum ; provided that, with respect to a Eurodollar Rate Loan, the Default Ratewill be a per annum interest rate equal to the sum of (A) the interest rate (including any Applicable Rate)otherwise applicable to such Loan plus (B) 2.0%; and (b) when used with respect to L/C Fees, a per annuminterest rate equal to the sum of (1) the Applicable Rate plus (2) 2.0% per annum .

“ Defaulting Lender ” means, subject to Section 3.07(b), any Lender that, as determined byAdministrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect ofits Loans or participations in respect of Letters of Credit or Swing Line Loans, within three Business Days of thedate required to be funded by it hereunder unless (i) such Lender notifies the Administrative Agent and theBorrowers in writing that such failure is the result of such Lender’s determination that one or more conditionsprecedent to its performance of such funding obligations (each of which conditions precedent, together with anyapplicable default, shall be specifically identified in such writing) has not been satisfied and (ii) such conditionsprecedent shall not have been satisfied, (b) has notified the Borrowers or Administrative Agent that it does notintend to comply with its funding

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obligations or has made a public statement to that effect with respect to its funding obligations hereunder orunder other agreements in which it commits to extend credit (unless (i) such writing or public statement relatesto such Lender’s obligation to fund a Loan hereunder, promptly follows the Loan Notice therefor and states thatsuch position is based on such Lender’s determination that a condition precedent to funding such Loan (whichcondition precedent, together with any applicable default, shall be specifically identified in such writing orpublic statement) cannot been satisfied and (ii) such condition precedent cannot be satisfied), (c) has failed,within three Business Days after request by Administrative Agent, to confirm in a manner satisfactory toAdministrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parentcompany that has, (i) become the subject of a proceeding under any applicable Bankruptcy Law, (ii) had areceiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged withreorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action infurtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment;provided that a Lender will not be a Defaulting Lender solely by virtue of the ownership or acquisition of anyequity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“ Disposition ” means the sale, assignment, transfer, conveyance, license (other than on a non-exclusive basis), lease or other disposition (including any sale and leaseback transaction) of any property by anyPerson (other than such person’s own Equity Interests), including any sale, assignment, transfer, conveyance orother disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associatedtherewith. The term “ Dispose” has a meaning correlative thereto. For purposes of clarification, none of theissuance by any Person of Equity Interests in itself (or rights with respect thereto) , the granting of a Lien orthe assignment of cash or other property or assets to a trustee for a pension scheme or benefit plan shallnot be deemed a Disposition by such Person.

“ DisqualifiedEquityInterest” means any Equity Interest of any Person that by its terms (or by theterms of any security into which it is convertible or for which it is exchangeable at the option of the holderthereof) or upon the happening of any event (a) matures or is mandatorily redeemable in cash pursuant to asinking fund obligation or otherwise, (b) is redeemable in cash at the option of the holder thereof, or (c) requiresor mandates the purchase, redemption, retirement, defeasance or other similar payment (other than dividends)for cash, in each case on or prior to the last to occur of the Revolving Credit Maturity Date. The term “DisqualifiedEquityInterest” will also include any options, warrants or other rights that are convertible intoany Disqualified Equity Interest or that are redeemable at the option of the holder, or required to be redeemed,prior to the last to occur of the Revolving Credit Maturity Date.

“ Dollar” and “ $” mean lawful money of the United States.

“ DollarEquivalent” means, at any time, (a) with respect to any amount denominated in Dollars, suchamount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amountthereof (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward) inDollars as determined by Administrative Agent at such time on the basis of the Spot Rate (determined in respectof the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“ DomesticSubsidiary” means a Subsidiary incorporated or organized under the laws of the UnitedStates, any State thereof or the District of Columbia.

“ EEAFinancial Institution” means (a) any credit institution or investment firm established inany EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) anyentity established in an EEA Member Country which is a parent of an institution described in clause (a)of this definition, or (c) any financial institution established in an EEA Member Country

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which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject toconsolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland,Liechtenstein, and Norway.

“ EEAResolutionAuthority” means any public administrative authority or any person entrustedwith public administrative authority of any EEA Member Country (including any delegee) havingresponsibility for the resolution of any EEA Financial Institution.

“ Electronic Platform ” means an electronic system for the delivery of information (includingdocuments), such as DXSyndicate , SyndTrak Online TM or Intralinks on Demand Workspaces that may ormay not be provided or administered by Administrative Agent or an Affiliate thereof.

“ Eligible Assignee” means any of the following: (a) a Lender, (b) an Affiliate of a Lender, (c) anApproved Fund and (d) any other Person (other than a natural person) approved by (i) Administrative Agent, (ii)in the case of an assignment of a Revolving Credit Commitment, Swing Line Lender and L/C Issuer and (iii)unless an Event of Default has occurred and is continuing (in which event the Administrative Borrower’sapproval will not be required), the Administrative Borrower (each of which approvals shall not be unreasonablywithheld or delayed; provided, however, that the approval of the Administrative Borrower shall be deemed tohave been granted unless the Administrative Borrower objects thereto by written notice to Administrative Agentwithin five Business Days after having received notice thereof); provided that, notwithstanding the foregoing, “EligibleAssignee” will not include (1) any Loan Party or any Subsidiary or other Affiliate of any Loan Party or(2) any Defaulting Lender.

“ EligibleReceivables” means all trade receivables and related contract rights originated and owned

by the Parent and its Subsidiaries on a Consolidated basis.

“ EmployeeBenefitPlan” means any Pension Plan and any employee welfare benefit plan, as definedin Section 3(1) of ERISA, that is maintained for the employees of any Person or any ERISA Affiliate of suchPerson.

“ EMULegislation” means the legislative measures of the European Council for the introduction of,changeover to or operation of a single or unified European currency.

“ EnvironmentalClaims” means all claims, complaints, notices or inquiries, however asserted, by anyGovernmental Authority or other Person alleging Environmental Liabilities.

“ Environmental Laws ” means any and all Laws relating to pollution and the protection of theenvironment or the release of any materials into the environment, including those related to hazardoussubstances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability” means any liability, contingent or otherwise (including any liability fordamages, costs of environmental remediation, fines, penalties or indemnities), of any Loan Party or any of theirrespective Subsidiaries based upon (a) violation of any Environmental Law, (b) the generation, use, handling,transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any HazardousMaterials, (d) the actual or alleged presence of or release or threatened release of any Hazardous Materials intothe environment on or from any property owned or operated by any Borrower, any Subsidiary thereof or anyother Loan Party or (e) any contract, agreement or other consensual arrangement pursuant to which liability isassumed or imposed with respect to any of the foregoing.

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TM TM

“ Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other

ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase oracquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person,all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profitinterests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of suchshares (or such other interests), and all of the other ownership or profit interests in such Person (includingpartnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares,warrants, options, rights or other interests are outstanding on any date of determination.

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

“ ERISAAffiliate” means any trade or business (whether or not incorporated) under common controlwith the Parent or any Subsidiary thereof within the meaning of Section 414(b) or (c) of the Code (and Sections414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISAEvent” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal ofthe Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year inwhich such Person was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation ofoperations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partialwithdrawal by the Parent or any ERISA Affiliate from a Multiemployer Plan or notification that aMultiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of aPension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by thePBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds underSection 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan;(g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical statuswithin the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) theimposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquentunder Section 4007 of ERISA, upon the Parent or any ERISA Affiliate.

“ EUBail-InLegislationSchedule” means the EU Bail-In Legislation Schedule published by theLoan Market Association (or any successor person), as in effect from time to time.

“ Euro” and “ EUR” mean the lawful currency of the Participating Member States introduced inaccordance with the EMU Legislation.

“ EurodollarRate” means for any Interest Period, with respect to a Eurodollar Rate Loan, a rate perannum (rounded, as necessary, to the nearest 1/100th of one percent (0.01%) obtained by dividing (a):

(i) with respect to a Eurodollar Rate Loan denominated in Dollars, the rate per annumdetermined by Administrative Agent at approximately 11:00 a.m., London time, on the date that is two BusinessDays prior to the beginning of such Interest Period by reference to the ICE Benchmark Administration (or anyother Person that takes over the administration of such rate) “Interest Settlement Rates” for deposits in Dollars asset forth by any service (including Bloomberg, Reuters and Thomson Financial) selected by AdministrativeAgent that has been nominated by the ICE Benchmark Administration (or any other Person that takes over theadministration of such rate) as an authorized information vendor for the purpose of displaying such rates, in eachcase in an amount approximately equal to the principal amount to which such Interest Period applies (fordelivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that, ifan interest rate is not ascertainable pursuant to the foregoing provisions of this definition, then “ Eurodollar Rate” will be the interest rate per annum determined by Administrative Agent to be the average of the rates perannum at which deposits in

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Dollars in an amount approximately equal to the principal amount to which such Interest Period applies (fordelivery on the first day of such Interest Period) with a term equivalent to such Interest Period are offered forsuch Interest Period by Wells Fargo to major banks in the London interbank offered market in London, Englandat approximately 11:00 a.m., London time, on the date that is two Business Days prior to the beginning of suchInterest Period;

(ii) with respect to a Eurodollar Rate Loan in Canadian Dollars, the rate per annum equal tothe Canadian Dealer Offered Rate (“CDOR”) as published by Reuters (or other commercially available sourceproviding such interest rate quotations as designated by the Administrative Agent from time to time) atapproximately 10:15 a.m., Toronto time, two Business Days prior to the commencement of such Interest Period,for Canadian Dollars bankers’ acceptances with a term equivalent to such Interest Period, or if such rate is notavailable at such time for any reason, then “CDOR” for such Interest Period shall be the rate per annumdetermined by the Administrative Agent to be the arithmetic mean of the rates per annum quoted atapproximately 10:15 a.m., Toronto time, two Business Days prior to the commencement of such Interest Period,by The Bank of Nova Scotia, Royal Bank of Canada and Canadian Imperial Bank of Commerce in respect ofCanadian Dollar bankers’ acceptances with a term equivalent to such Interest Period (it being understood that noadjustment shall be made to account for the difference between the number of days in a year on which the ratesreferred to in this clause (ii) are based and the number of days in a year on the basis of which interest iscalculated in the Agreement);

(iii) with respect to a Eurodollar Rate Loan in Australian Dollars, the rate per annum equalto the Bank Bill Swap Reference Rate or the successor thereto as approved by the Administrative Agent(“BBSY”) as published by Reuters (or other commercially available source providing BBSY quotations as maybe designated by the Administrative Agent from time to time) at approximately 10:30 a.m., Sydney time, twoBusiness Days prior to the commencement of such Interest Period (or such other day as is generally treated asthe rate fixing day by market practice in such interbank market, as determined by the Administrative Agent), fordeposits in Australian Dollars with a term equivalent to such Interest Period (or if such Interest Period is notequal to a number of months, with a term equivalent to the number of months closest to such Interest Period), orif such rate is not available at such time for any reason, then “BBSY” for such Interest Period shall be the rateper annum determined by the Administrative Agent to be the arithmetic mean of the rates per annum quoted atapproximately 10:30 a.m., Sydney time, two Business Days prior to the commencement of such Interest Period(or such other day as is generally treated as the rate fixing day by market practice in such interbank market, asdetermined by the Administrative Agent) by at least two reference banks that are leading banks in the Australianinterbank market as the rates at which they are offering deposits in Australian Dollars with a term equivalent tosuch Interest Period in the Australian interbank market;

(iv) with respect to a Eurodollar Rate Loan in Hong Kong Dollars, the rate per annum equalto the Hong Kong Interbank Offered Rate (“HIBOR”) as published by Reuters (or other commercially availablesource providing such interest rate quotations as designated by the Administrative Agent from time to time) atapproximately 11:00 a.m., Hong Kong time, two Business Days prior to the commencement of such InterestPeriod, for deposits in Hong Kong Dollars (for delivery on the first day of such Interest Period) with a termequivalent to such Interest Period, or if such rate is not available at such time for any reason, then “HIBOR” forsuch Interest Period shall be the rate per annum determined by the Administrative Agent to be the arithmeticmean of the rates per annum quoted at approximately 11:00 a.m., Hong Kong time, two Business Days prior tothe commencement of such Interest Period by at least three leading banks in the Hong Kong interbank market asthe rate at which they are offering deposits in Hong Kong Dollars (for delivery on the first day of such InterestPeriod) with a term equivalent to such Interest Period in the Hong Kong interbank market;

(v) with respect to a Eurodollar Rate Loan in Singapore Dollars, the rate per annum

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equal to the Singapore Interbank Offered Rate (“ SIBOR ”) as published by Reuters (or other commerciallyavailable source providing such interest rate quotations as designated by the Administrative Agent from time totime) at approximately 11:00 a.m., Singapore time, two Business Days prior to the commencement of suchInterest Period, for deposits in Singapore Dollars (for delivery on the first day of such Interest Period) with aterm equivalent to such Interest Period, or if such rate is not available at such time for any reason, then “SIBOR”for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the arithmeticmean of the rates per annum the rates quoted at approximately 11:00 a.m., Singapore time, two Business Daysprior to the commencement of such Interest Period by at least three leading banks in the Singapore interbankmarket, for the offering of deposits in Singapore Dollars (for delivery on the first day of such Interest Period)with a term equivalent to such Interest Period in the Singapore interbank market;

(vi) with respect to a Eurodollar Rate Loan denominated in an Alternative Currency (otherthan Canadian Dollars, Australian Dollars, Hong Kong Dollars, Singapore Dollars), the rate per annumdetermined by Administrative Agent at approximately 11:00 a.m., London time, on the date that is two BusinessDays prior to the beginning of such Interest Period by reference to the ICE Benchmark Administration (or anyother Person that takes over the administration of such rate) “Interest Settlement Rates” for deposits in theapplicable Alternative Currency as set forth by any service (including Bloomberg, Reuters and ThomsonFinancial) selected by Administrative Agent that has been nominated by the ICE Benchmark Administration (orany other Person that takes over the administration of such rate) as an authorized information vendor for thepurpose of displaying such rates, in each case in an amount approximately equal to the principal amount towhich such Interest Period applies (for delivery on the first day of such Interest Period) with a term equivalent tosuch Interest Period; provided that, if an interest rate is not ascertainable pursuant to the foregoing provisions ofthis definition, then “Eurodollar Rate” will be the interest rate per annum determined by Administrative Agent tobe the average of the rates per annum at which deposits in the applicable Alternative Currency in an amountapproximately equal to the principal amount to which such Interest Period applies (for delivery on the first dayof such Interest Period) with a term equivalent to such Interest Period are offered for such Interest Period byWells Fargo to major banks in the London interbank offered market in London, England at approximately 11:00a.m., London time, on the date that is two Business Days prior to the beginning of such Interest Period;

by (b) one minus the Reserve Requirement in effect on such date.

Each determination by Administrative Agent pursuant to this definition will be conclusive absentmanifest error. Notwithstanding the foregoing, if the Eurodollar Rate for any Interest Period shall be less thanzero, the Eurodollar Rate for such Interest Period shall be deemed to be zero for purposes of this Agreement.

“ EurodollarRateLoan” means a Loan that bears interest based upon the Eurodollar Rate.

“ EventofDefault” has the meaning given such term in Section 8.01 .

“ ExchangeAct” means the Securities Exchange Act of 1934.

“ ExcludedSubsidiary” means (a) any Foreign Holding Company, (b) any Domestic Subsidiary ofa Foreign Subsidiary, (c) any Foreign Subsidiary, (d) any Subsidiary that is prohibited by applicable Lawor which would require governmental (including regulatory) consent, approval, license or authorizationto provide a Guarantee (unless such consent, approval, license or authorization has been received), (e) anybankruptcy remote special purpose receivables entity designated by Parent and permitted hereunder, (f)any Subsidiary that is prohibited by such Subsidiary’s Organizational Documents or contract fromguaranteeing the Obligations to the extent

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(i) such restriction was existing on the Third Amendment Effective Date or on the date on which theapplicable Person becomes a direct or indirect Subsidiary of the Parent (and not created in contemplationof such Person becoming a Subsidiary of the Parent) or (ii) solely with respect to non-wholly ownedSubsidiaries, such restriction was added or incorporated in the Organizational Documents of suchSubsidiary or contract as a result of good faith negotiations concerning such Subsidiary among the Parent(or any Affiliate of the Parent), the joint venture partners or Equity Interest holders or clients and (g) inthe case of any obligation under any hedging arrangement that constitutes a “swap” within the meaningof section 1(a)(947) of the Commodity Exchange Act, any Subsidiary of the Parent that is not an “EligibleContract Participant” as defined under the Commodity Exchange Act.

“ ExcludedSwapObligation” means, with respect to any Guarantor, any Swap Obligation if, andto the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantorof a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegalunder the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures TradingCommission (or the application or official interpretation of any thereof) by virtue of such Guarantor’sfailure for any reason to constitute an “eligible contract participant” as defined in the CommodityExchange Act and the regulations thereunder at the time the Guaranty of such Guarantor or the grant ofsuch security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arisesunder a master agreement governing more than one swap, such exclusion shall apply only to the portionof such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is orbecomes illegal.

“ Excluded Taxes ” means, with respect to Administrative Agent, any Lending Party or any otherrecipient of any payment to be made by or on account of any obligation of any Borrower or any other Loan Partyhereunder or under any Loan Document, (a) any taxes imposed on or measured by its overall net income(however denominated) and any franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (orany political subdivision thereof) under the laws of which such recipient is organized or in which its principaloffice is located or, in the case of any Lending Party, in which its applicable Lending Office is located; (b) anybranch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in whichany Borrower or any other Loan Party is located; (c) any backup withholding tax that is required by the Code tobe withheld from amounts payable to a Lending Party that has failed to comply with clause (A) of Section3.01(e) (ii) ; and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by theBorrowers under Section 3.08 , any withholding tax that is (i) imposed on amounts payable to such ForeignLender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates anew Lending Office) or (ii) attributable to such Foreign Lender’s failure or inability (other than as a result of aChange in Law) to comply with clause (B) of Section 3.01(e) (ii) , except to the extent that such ForeignLender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment),to receive additional amounts from the Borrowers or such other Loan Party with respect to such withholding taxpursuant to Section 3.01(a) ; and (e) any U.S. federal withholding Taxes imposed under FATCA .

“ ExistingLenders” has the meaning given such term in Recital A .

“ FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations orofficial interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of theCode.

“ FederalFundsRate” means, for any day, the rate per annum equal to the weighted average of therates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federalfunds brokers on such day, as published by the Federal Reserve Bank of New York on the Business

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Day next succeeding such day; provided that (a) if such day is not a Business Day, then the Federal Funds Ratefor such day will be such rate on such transactions on the next preceding Business Day as so published on thenext succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day,then the Federal Funds Rate for such day will be the average rate (rounded, if necessary, to a whole multiple ofone one-hundredth of one percent (0.01%)) charged to Wells Fargo on such day on such transactions asdetermined by Administrative Agent.

“ Fee Letters ” means, collectively, (i) the letter agreement, dated March 4, 2014, between theBorrowers, the Administrative Agent and Wells Fargo Securities, LLC, in its capacity as the “left lead” Arrangerand (ii) the letter agreement, dated March 4, 2014, between the Borrowers and each Arranger (other than WellsFargo Securities, LLC), in each case regarding certain fees to be paid by the Borrowers in connection with thetransactions contemplated by the Loan Documents.

“ FiscalPeriod” means, as of any date of determination with respect to the Parent or any Subsidiarythereof, each fiscal quarter of the Parent ending (i) on March 31, June 30, September 30 and December 31 ofeach applicable Fiscal Year through and including the Fiscal Year ended on December 31, 2014, and (ii) on thelast Friday of March, June, September and December of each applicable Fiscal Year thereafter.

“ FiscalYear” means each fiscal year of the Parent ending (i) on December 31 of each calendar yearthrough and including December 31, 2014, and (ii) on the last Friday of December of each calendar yearthereafter.

“ ForeignHoldingCompany” means a Domestic Subsidiary all or substantially all of the assets ofwhich are comprised of Equity Interests in one or more Foreign Subsidiaries or CFC Debt.

“ ForeignIndebtedness” has the meaning given such term in Section 7.03(n) .

“ ForeignLender” means any Lending Party that is organized under the laws of a jurisdiction otherthan that in which any Borrower is resident for tax purposes. For purposes of this definition, the United States,each State thereof and the District of Columbia will be deemed to constitute a single jurisdiction.

“ ForeignSubsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“ FRB” means the Board of Governors of the Federal Reserve System of the United States.

“ FrontingExposure” means, at any time there is a Defaulting Lender, (a) with respect to L/C Issuer,such Defaulting Lender’s Percentage Share of the outstanding L/C Obligations other than L/C Obligations as towhich such Defaulting Lender’s participation obligation has been reallocated to other Lenders or CashCollateralized in accordance with the terms hereof, and (b) with respect to Swing Line Lender, such DefaultingLender’s Percentage Share of Swing Line Loans other than Swing Line Loans as to which such DefaultingLender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordancewith the terms hereof.

“ Fund” means any Person (other than a natural person) that is (or will be) engaged in making,purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinarycourse of business.

“ FY2015” means the Fiscal Year ending on the last Friday in December 2015.

“ GAAP” means generally accepted accounting principles in the United States set forth in the opinionsand pronouncements of the Accounting Principles Board and the American Institute of Certified

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Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or suchother principles as may be approved by a significant segment of the accounting profession in the United States,that are applicable to the circumstances as of the date of determination, consistently applied.

“ GovernmentalAuthority” means the government of the United States or any other nation, or of anypolitical subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body,court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrativepowers or functions of or pertaining to government (including any supra-national bodies such as the EuropeanUnion or the European Central Bank).

“ GuaranteedObligations” has the meaning given such term in Section 10.15(a) .

“ GuarantorSubordinatedIndebtedness” has the meaning given such term in Section 10.15(j) .

“ Guarantor Subordinated Indebtedness Payments” has the meaning given such term in Section10.15(j) .

“ Guarantors” means, collectively, (a) each Subsidiary Guarantor that is a party to this Agreement forpurposes of Section 10.15 (including each Domestic Subsidiary that at a date subsequent to the Closing Dateexecutes a Joinder Agreement pursuant to Section 6.12 in order to become a Subsidiary Guarantor hereunder forpurposes of Section 10.15 following the date hereof) and (b) each other Person who, at a date subsequent to theClosing Date, becomes a guarantor of all or any portion of the Obligations hereunder and under the other LoanDocuments. Unless Administrative Agent and the Borrowers otherwise expressly agree in advance in writingthat a particular Foreign Subsidiary will become a Guarantor, no Foreign Subsidiary will be a Guarantor.

“ Guaranty ” means, as to any Person, any obligation, contingent or otherwise, of such Personguaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable orperformable by another Person (the “ primaryobligor” ) in any manner, whether directly or indirectly, andincluding any obligation of such Person, direct or indirect: (a) to purchase or pay (or advance or supply funds forthe purchase or payment of) such Indebtedness or other financial obligation; (b) to purchase or lease property,securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other financialobligation of the payment or performance of such Indebtedness or other financial obligation; (c) to maintainworking capital, equity capital or any other financial statement condition or liquidity or level of income or cashflow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other financialobligation; or (d) entered into for the purpose of assuring in any other manner the obligee in respect of suchIndebtedness or other financial obligation of the payment or performance thereof or to protect such obligeeagainst loss in respect thereof (in whole or in part), and will include the guaranty set forth in Section 10.15. The amount of any Guaranty will be deemed to be the amount recognized as a guaranty and shown on theguaranteeing Person’s financial statements in accordance with GAAP provided that if such financial statementsof the guaranteeing Person are not reasonably available to Administrative Agent at its reasonable request, theamount of such Guaranty will be deemed to be the maximum reasonably anticipated liability in respect thereofas determined by the guaranteeing Person in good faith. The term “ Guarantee” as a verb has a correspondingmeaning.

“ HazardousMaterials” means all explosive or radioactive substances or wastes and all hazardous ortoxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substancesor wastes of any nature regulated pursuant to any Environmental Law.

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“HedgingAgreements” means, with respect to any Person, any agreement entered into to protect

such Person against fluctuations in interest rates, or currency or raw materials values, including, withoutlimitation, any interest rate swap, cap or collar agreement or similar arrangement between such Personand one or more counterparties, any foreign currency exchange agreement, currency protectionagreements, commodity purchase or option agreements or other interest or exchange rate hedgingagreements. For the purposes of this Agreement and the other Loan Documents, references to SwapContracts shall include Hedging Agreements.

“ HongKongDollars” means the lawful currency of Hong Kong, a special administrative region ofthe People’s Republic of China.

“ HonorDate” means, with respect to any Letter of Credit, the date of any payment by L/C Issuer inrespect of any draw thereunder.

“ IncrementalTermLoan” has the meaning given such term in Section 2.15 .

“ Indebtedness” means, as to any Person as of any date of determination, without duplication, all ofthe following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) allobligations of such Person for borrowed money and all obligations of such Person evidenced by bonds,debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of suchPerson arising under letters of credit (including standby and commercial letters of credit), bankers’ acceptances,bank guaranties and other similar financial guarantees; (c) the Swap Termination Value under all SwapContracts to which such Person is a party; (d) all obligations of such Person to pay the deferred purchase price ofproperty or services (other than trade accounts payable in the ordinary course of business); (e) indebtedness(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person(including indebtedness arising under conditional sales or other title retention agreements), whether or not suchindebtedness (i) will have been assumed by such Person or (ii) unless such indebtedness is nonrecourse asdescribed in clause (i) below, is limited in recourse; (f) all Attributable Debt in respect of all Capitalized Leasesand Synthetic Lease Obligations of such Person; (g) all obligations of such Person to purchase, redeem, retire,defease or make other similar principal payments (other than dividends) in respect of Disqualified EquityInterests in cash valued, in the case of a redeemable preferred interest, at the greater of its voluntary orinvoluntary liquidation preference plus accrued and unpaid dividends that are past due; (h) all Guarantees ofsuch Person in respect of any of the foregoing; and (i) the Indebtedness of any Person will include theIndebtedness of any partnership or Joint Venture (other than a Joint Venture that is itself a corporation or limitedliability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness isexpressly made non-recourse to such Person. Notwithstanding the foregoing, for all purposes hereof, theIndebtedness of any Person will not include obligations in respect of operating leases, as determined by GAAP.

“ IndemnifiedTaxes” means Taxes other than Excluded Taxes , imposed on or with respect to anypayment made by or on account of any obligation of any Loan Party under any Loan Document .

“ Indemnitees” means, collectively, Administrative Agent (and any sub-agent thereof), each Arranger,each Lending Party and each Related Party of any of the foregoing Persons.

“ Inpex ” means the fixed-price EPC project to engineer, procure, construct and start-up acombined cycle power plant in Australia, which will supply power to a large liquefied natural gas facility,being undertaken by Parent through a consolidated joint venture partnership with an Australianconstruction contractor.

“ INR” means the lawful currency of the Republic of India.

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“ Insolvency Proceeding ” means (a) any case, action or proceeding before any court or other

Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership,dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors,composition, marshalling of assets for creditors or other, similar arrangement in respect of its creditors generallyor any substantial portion of its creditors, in each of case (a) and (b) undertaken under Federal, state or foreignLaw, including the Bankruptcy Code.

“ InterestPaymentDate” means (a) with respect to (i) a Eurodollar Rate Loan, the last day of eachInterest Period applicable thereto and, in the case of a Eurodollar Rate Loan with an Interest Period of more thanthree months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of threemonths’ duration after the first day of such Interest Period, (ii) a Base Rate Loan (other than a Swing LineLoan), the last Business Day of each calendar quarter, and (iii) a Swing Line Loan, the last Business Day of eachcalendar month; and (b) in the case of Revolving Credit Loans and Swing Line Loans, the Revolving CreditMaturity Date.

“ InterestPeriod” means, as to each Eurodollar Rate Loan, the period commencing on the date suchEurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the dateone, two, three or six months thereafter, as selected by the Borrowers in their related Loan Notice; provided that(a) any Interest Period that would otherwise end on a day that is not a Business Day will be extended to the nextsucceeding Business Day unless such Business Day falls in another calendar month, in which case such InterestPeriod will end on the next preceding Business Day; (b) any Interest Period that begins on the last Business Dayof a calendar month (or on a day for which there is no numerically corresponding day in the calendar month atthe end of such Interest Period) will end on the last Business Day of the calendar month at the end of suchInterest Period; and (c) no Interest Period for any Revolving Credit Loan will extend beyond the RevolvingCredit Stated Maturity Date.

“ InterimPeriod” means the period from January 1, 2015 through the earlier of (i) achievement of theTarget Preferred Equity Offering, and (ii) the end of FY2015.

“ Investigation” means a formal investigation or a formal inquiry by a Governmental Authority inrespect of which any Loan Party has received an official written notice or similar communication that suchGovernmental Authority has sufficient cause to institute, and has instituted, such an investigation or inquiry intothe acts or business practices of such Loan Party or any of its Subsidiaries in order to determine (a) whether suchacts or business practices constitute a violation of applicable Law and (b) if so, whether civil or criminalproceedings should be instituted against such Loan Party or any such Subsidiary as a result of such violation,which civil or criminal proceedings, if adversely determined and viewed in light of all relevant circumstances,would cause a Material Adverse Change.

“ Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person

in another Person, whether by means of (a) the purchase or other acquisition of Equity Interests of anotherPerson, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or otheracquisition of any other debt or equity participation or interest in, another Person, including any partnership orlimited liability company interest in such other Person and any arrangement pursuant to which the investorGuarantees Indebtedness of such other Person or (c) the purchase or other acquisition (in one transaction or aseries of transactions) of assets of another Person that constitute a business unit, or all or a substantial part of thebusiness of, such Person. For purposes of covenant compliance hereunder, the amount of any Investment will bethe original principal or capital amount thereof without adjustment for subsequent increases or decreases in thevalue of such Investment, and will, if made by the transfer or exchange of Property other than cash, be deemedto have been made in an original principal or capital amount equal to the fair market value (as reasonablydetermined in good faith by the Administrative Borrower) of such Property. For purposes of determiningthe amount of additional Investments made after the Closing Third Amendment Effective Date under Section7.02(i) , the amount

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of additional Investments made thereunder will equal (i) the amount of such Investments determined accordingto the immediately preceding sentence minus (ii) any reductions in such Investments resulting from (A)repurchases, redemptions or other acquisitions or retirements of such Investments, proceeds realized upon thesale or other disposition to a Person other than the Borrowers and any of their respective Subsidiaries of suchInvestment, repayments of loans or advances or other transfers of assets (including by way of dividend,distribution, interest payments or returns of capital) to any of the Borrowers and their respective Subsidiaries, or(B) the subsequent reclassification of such Investment to an Investment under Section 7.02(b) as a result of aPermitted Acquisition.

“ IRS” means the United States Internal Revenue Service.

“ ISP” means, with respect to any standby Letter of Credit, the “International Standby Practices 1998”(exclusive of Rule 3.14 thereof) published by the Institute of International Banking Law & Practice (or, if L/CIssuer agrees at the time of issuance, such later version thereof as may be in effect at the time of issuance of suchLetter of Credit).

“ IssuerDocuments” means, with respect to any Credit, the L/C Application relating thereto and anyother document entered into by L/C Issuer and any Borrower as applicant or its permitted designee or otherwisedelivered by such Borrower or its permitted designee to or for the benefit of L/C Issuer, in each case relating tosuch Credit.

“ Issuer Sublimit ” means with respect to each L/C Issuer on the Closing Third AmendmentEffective Date, an amount equal to the amount set forth opposite the name of such L/C Issuer on Schedule 2.03,as such amount may be changed after the Closing Third Amendment Effective Date in a written agreementbetween the Administrative Borrower and such L/C Issuer (which such agreement shall be promptly delivered tothe Administrative Agent upon execution) and (b) with respect to any Lender becoming a L/C Issuer after theClosing Third Amendment Effective Date, such amount as may be separately agreed in writing between suchL/C Issuer and the Administrative Borrower from time to time (which such agreement shall be promptlydelivered to the Administrative Agent upon execution), provided that the Issuer Sublimit with respect to anyPerson that ceases to be an L/C Issuer for any reason pursuant to the terms hereof shall be $0 (subject to theLetters of Credit of such Person remaining outstanding in accordance with the provisions hereof).

“ JoinderAgreement” means an agreement entered into by a Subsidiary of the Parent following the

date hereof to join in the Guaranty set forth in Section 10.15 , in substantially the form of Exhibit C or any otherform approved by Administrative Agent.

“ Joint Venture ” of a Person means a joint venture, partnership, alliance, consortium or similararrangement formed for the purpose of performing a single Project or series of related Projects, whether incorporate, partnership or other legal form in which, such Person directly, or indirectly through one or moreintermediaries, or both, participates; provided that, as to any such arrangement in corporate form, suchcorporation shall not be considered to be a Joint Venture of such Person if such corporation is a Subsidiary ofsuch Person.

“JVLetterofCredit”has the meaning given such term in Section 2.04(k) .

“JVLetterofCreditFaceAmount”has the meaning given such term in Section 2.04(k) .

“ KWD” means the lawful currency of the State of Kuwait.

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“ Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules,

guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including theinterpretation or administration thereof by any Governmental Authority charged with the enforcement,interpretation or administration thereof, and all applicable administrative orders, directed duties, concessions,grants, franchises, requests, licenses, authorizations and permits of, and agreements with, any GovernmentalAuthority, in each case whether or not having the force of law.

“ L/CAdvance” means a Lender’s funding of its participation in an L/C Borrowing in accordance withits Percentage Share.

“ L/CApplication” means an application and agreement for the issuance or amendment of a Letter ofCredit in the form from time to time in use by L/C Issuer.

“ L/CBorrowing” means an extension of credit resulting from a drawing under any Credit that has notbeen reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“ L/CCreditExtension” means, with respect to any Credit, the issuance thereof, the extension of theexpiry date thereof or the increase of the amount thereof.

“ L/CExpirationDate” means the day that is five Business Days prior to the Revolving Credit StatedMaturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“ L/CFee” has the meaning given such term in Section 2.04(h) .

“ L/C Issuer ” means, Wells Fargo or any other Lender designated from time to time by theAdministrative Borrower (and agreed to by such Lender), on behalf of the Borrower, in such Lender’s separatecapacity as the issuer of Credits hereunder, or any successor issuer of Credits hereunder.

“ L/CObligations” means, at any time, the sum of (a) the aggregate amount available to be drawnunder all outstanding Credits and (b) the aggregate of all Unreimbursed Amounts, including all L/CBorrowings. For purposes of computing the amount available to be drawn under any Credit, the amount of suchCredit will be determined in accordance with Section 1.02(j) .

“ L/CSublimit” means an amount equal to $ 750,000,000 500,000,000 ; provided that not more than$250,000,000 of such L/C Sublimit may be used for the issuance of financial letters of credit. The L/C Sublimitis part of, and not in addition to, the Aggregate Revolving Credit Commitments.

“ LegallyRequiredRestrictedPayments” means the repurchases of the Parent’s common stock to theextent such repurchase is required by Law or the Parent’s benefits plans as in effect on the Closing Date.

“ Lender” means, collectively, (a) initially as of the Third Amendment Effective Date , each Lenderdesignated on Schedule 2.02 as a “Lender” and (b) each Lender that assumes a Revolving Credit Commitmentpursuant to an Assignment and Assumption or pursuant to the applicable Additional CommitmentDocumentation or which otherwise holds a Revolving Credit Commitment, a Revolving Credit Loan, a riskparticipation in a Swing Line Loan or a participation in a Credit or a L/C Borrowing. In the event that anyLender, pursuant to Section 2.03(h) , utilizes a branch or Affiliate to make a Loan, the term “Lender” shallinclude any such branch or Affiliate with respect to such Loan.

“ LendingOffice” means, as to any Lender, the office or offices, branches or Affiliates of such Lenderdescribed as such in such Lender’s Administrative Detail Form, or such other office or offices as a Lender mayfrom time to time notify the Borrowers, Administrative Agent and Lending Parties.

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“ LendingParties” means, collectively, Lenders, Swing Line Lender and L/C Issuer.

“ Letter of Credit” means any standby and commercial letter of credit issued hereunder (and willinclude financial letters of credit and Performance Credits if issued as a standby letter of credit and JV Letters ofCredit).

“ Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement inthe nature of a security interest of any kind or nature whatsoever (including any conditional sale or other titleretention agreement and any easement, right of way or other encumbrance on title to real property); providedthat, a “Lien” shall not include the assignment of cash or other property or assets to a trustee for a pensionscheme or benefit plan.

“ Loan” means any Revolving Credit Loan or Swing Line Loan.

“ LoanDocuments” means this Agreement, the Credits and related Issuer Documents, the SecurityDocuments, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section2.16, the Fee Letters, any Note and any and all other agreements, documents and instruments executed and/ordelivered (and, if not executed and only delivered, identified as a Loan Document) by any Loan Party toAdministrative Agent or any Lending Party or their respective authorized designee evidencing or otherwiserelating to the Loans or the L/C Borrowings made or issued hereunder. Notwithstanding anything to thecontrary herein, a Loan Document shall not include any Bank Product Agreement.

“ Loan Notice” means a notice, pursuant to Section 2.03(a) , of (a) a borrowing of Loans, (b) aconversion of Loans from one Type to the other or (c) a continuation of Eurodollar Rate Loans, which notice, ifin writing, will be substantially in the form of Exhibit D .

“ LoanParties” means, collectively, all Borrowers and all Guarantors.

“ Material Adverse Change ” means any of the following: (a) a material adverse change in, ormaterial adverse effect upon, the business, condition (financial or otherwise), operations, performance orproperties of the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of theParent and its Subsidiaries taken as a whole to perform their respective obligations under the Loan Documents;or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any Loan Documentto which any Loan Party is a party against the Parent and its Subsidiaries taken as a whole, or the rights andremedies of Administrative Agent or any Lending Party under or in respect of any Loan Document.

“ MaterialAdverseEffect” means any of the following: (a) a material adverse change in, or materialadverse effect upon, the business, condition (financial or otherwise), operations, performance, properties orprospects of the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of theParent and its Subsidiaries taken as a whole to perform their respective obligations under the Loan Documents;or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any Loan Documentto which any Loan Party is a party against the Parent and its Subsidiaries taken as a whole or the rights andremedies of Administrative Agent or any Lending Party under or in respect of any Loan Document.

“ MaterialSubsidiary” means, as of any date, each direct or indirect wholly owned Subsidiary of theParent whose gross revenues revenue, taken on a Consolidated basis with its Subsidiaries, for the precedingFiscal Year, calculated as of the end of such Fiscal Year, were greater than

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$200,000,000. Fiscal Year most recently ended for which the Parent has delivered financial statementspursuant to Section 6.01(a) was more than the greater of (a) $200,000,000 and (b) 3.75% of theConsolidated gross revenue of the Parent and its Subsidiaries for such Fiscal Year.

“ MiddleEast” means one or more of countries or states commonly known as Bahrain, Cyprus, Egypt,Iraq, Israel, Jordan, Kuwait, Lebanon, Northern Cyprus, Oman, Qatar, Saudi Arabia, Turkey, and United ArabEmirates.

“ MiddleEastLettersofCredit” means any letters of credit or bank undertakings issued by any bank orother issuer of letters of credit or bank undertakings to support operations and projects of the Loan Parties ortheir Subsidiaries in the Middle East.

“MinimumLiquidity”means, as of any date of determination, an amount equal to the sum of (a) theaggregate unrestricted cash and Cash Equivalents held by the Parent and its Subsidiaries as of such date plus (b)the aggregate Available Credit as of such date to the extent available to the Borrowers.

“ Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“ MoPac” means the fixed-price contract to design and construct roadway improvements on theMoPac Expressway in Austin, Texas.

“Mortgages” means the collective reference to each mortgage, deed of trust or other real propertysecurity document, encumbering any real property constituting Collateral now or hereafter owned by anyLoan Party, in each case, in form and substance reasonably satisfactory to Administrative Agent andexecuted by such Loan Party in favor of Administrative Agent, for the benefit of each of the SecuredParties.

“ MultiemployerPlan” means any employee benefit plan of the type described in Section 4001(a)(3)of ERISA to which the Parent or any ERISA Affiliate makes or is obligated to make contributions, or during thepreceding five plan years, has made or been obligated to make contributions.

“ MultipleEmployerPlan” means a Plan which has two or more contributing sponsors (including theParent or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is describedin Section 4064 of ERISA.

“ NationalCurrencyUnit” means a fraction or multiple of one Euro expressed in units of the formernational currency of a Participating Member State.

“ NOK” means the lawful currency of the Kingdom of Norway.

“ Note” means any promissory note executed by the Borrowers in favor of a Lender pursuant to Section2.12 in substantially the form of Exhibit E.

“ Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, anyLoan Party arising under any Loan Document or otherwise with respect to any Loan or Credits, in each casewhether direct or indirect (including those acquired by assumption), absolute or contingent, due or to becomedue, now existing or hereafter arising and including interest and fees that accrue after the commencement by oragainst any Loan Party or any Affiliate thereof of any proceeding under any Bankruptcy Laws naming suchPerson as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in suchproceeding . ; provided,however, that: (a) solely for purposes of a distribution under Section 8.04 withrespect to the Collateral, the sharing thereof or the payments

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from proceeds of the Collateral, the term Obligations shall (i) include all Bank Product Debt (with fees,premiums and scheduled periodic payments under Bank Products being equated to accrued and unpaidinterest on the Loans, and any breakage or termination payments due under Bank Products beingequated to unpaid principal of the Loans) in respect of which (A) the applicable Bank Product Provider(other than Wells Fargo Bank, National Association) before such distribution provides a Bank ProductProvider Notice to the Administrative Agent and the Administrative Borrower which sets forth thefollowing information: (1) the existence of such Bank Product and (2) the maximum Dollar amount (ifreasonably capable of being determined) of obligations arising thereunder (the “Bank Product Amount”)and (B) Wells Fargo Bank, National Association, if it is the applicable Bank Product Provider, before suchdistribution provides a Bank Product Provider Notice to the Administrative Borrower which sets forththe Bank Product Amount and (ii) exclude any Bank Product Debt established from and after the timethat the Lenders have received written notice from the Administrative Borrower or the AdministrativeAgent that an Event of Default exists, until such Event of Default has been waived in accordance withSection 8.01, and (b) in no event shall the term Obligations include any (i) Excluded Swap Obligations or(ii) Bank Product Debt that is excluded from definition of Obligations pursuant to clause (a)(ii) of thisproviso. The Bank Product Amount may be changed from time to time upon written notice to theAdministrative Agent (which notice to the Administrative Agent shall not be required if Wells FargoBank, National Association is the Bank Product Provider giving the notice) and the AdministrativeBorrower by the Bank Product Provider. The Administrative Agent shall use the last Bank ProductAmount reported to it before a distribution under Section 8.04 to determine the amount of the relatedBank Product Debt for purposes of clause (a) above. The Administrative Agent shall have no obligationto verify any Bank Product Amount reported to it and may rely solely upon written notice of such amount(setting forth a reasonably detailed calculation thereof) from the applicable Bank Product Provider. Inthe absence of such notice, the Administrative Agent may assume the amount to be distributed is the BankProduct Amount last reported to the Administrative Agent under the terms of this definition.

“ OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“ OMR” means the lawful currency of the Sultanate of Oman.

“ OrganizationalDocuments” means (a) with respect to any corporation, the certificate or articles ofincorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-United States jurisdiction) of such Person; (b) with respect to any limited liability company, the certificate orarticles of formation or organization and operating agreement of such Person; and (c) with respect to anypartnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicableagreement of formation or organization of such Person and any agreement, instrument, filing or notice withrespect thereto filed in connection with such Person’s formation or organization with the applicableGovernmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate orarticles of formation or organization of such Person.

“ OriginalCreditAgreement” means the Amended and Restated Credit Agreement dated as of April19, 2012, as amended, modified or supplemented from time to time, among the Borrowers, SubsidiaryGuarantors party thereto, the Existing Lenders and Wells Fargo as an issuing bank, as the swing line lender andas administrative agent on behalf of the Existing Lenders.

“ OriginalCreditDocuments” has the meaning given such term in Recital B.

“ OtherTaxes” means all present or future stamp, intangible or documentary taxes or any other exciseor property taxes, charges or similar levies arising from any payment made hereunder or under any

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other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, thisAgreement or any other Loan Document.

“ OutstandingAmount” means (a) with respect to any Loans on any date, the aggregate outstandingprincipal amount thereof after giving effect to any Borrowings and prepayments or repayments of such Loans, asthe case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount ofsuch L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date andany other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of anyreimbursements by the Borrowers of Unreimbursed Amounts; provided , that the Outstanding Amount of JVLetters of Credit shall be calculated based on the JV Letter of Credit Face Amount.

“ Parent” has the meaning given such term in the preamble.

“ Participant” means any Person other than a natural person, any Borrower or any of any Borrower’sAffiliates.

“ ParticipatingMemberState” means each country so described in any EMU Legislation.

“ PATRIOTAct” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October26, 2001)).

“ PBGC” means the Pension Benefit Guaranty Corporation.

“ PEN” means the lawful currency of the Republic of Peru.

“ PensionAct” means the Pension Protection Act of 2006.

“ Pension Funding Rules” means the rules of the Code and ERISA regarding minimum requiredcontributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to planyears ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA,each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code andSections 302, 303, 304 and 305 of ERISA.

“ PensionPlan” means any employee pension benefit plan (including a Multiple Employer Plan or aMultiemployer Plan) that is maintained or is contributed to by the Parent and any ERISA Affiliate and is eithercovered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“ PercentageShare” means as to any Lender at any time, the percentage (expressed as a decimalcarried out to the ninth decimal place) of the Aggregate Revolving Credit Commitments represented by suchLender’s Revolving Credit Commitment at such time, subject to adjustment as provided in Section 3.07 ; provided that, if the commitment of each Lender to make Revolving Credit Loans and the obligation of any L/CIssuer to issue L/C Credit Extensions have been terminated pursuant to Section 8.03 or if the AggregateRevolving Credit Commitments have expired, then the Percentage Share of each Lender will be determinedbased upon such Lender’s Percentage Share most recently in effect, giving effect to any subsequentassignments. The initial Percentage Share of each Lender as of the Third Amendment Effective Date is setforth opposite the name of such Lender on Schedule 2.02 or in the Assignment and Assumption or pursuant tothe applicable Additional Commitment Documentation pursuant to which such Lender became a party hereto, asapplicable.

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“ Performance Credit ” means a standby letter of credit or Bank Undertaking used directly or

indirectly to cover bid, performance, advance and retention obligations in support of the Borrowers’ workprogram.

“ PermittedAcquisition” means any Acquisition that meets the following conditions:

(a) such proposed Acquisition only involves assets or businesses comprising a business, or thoseassets of a business, substantially of the type engaged in by the Borrowers as of the date of this Agreement (orreasonably related thereto);

(b) such proposed Acquisition will be consensual and be approved by (i) the Target’s board ofdirectors (or by the Target’s board or members of managers or other applicable managing body if Target is not acorporation) and (ii) to the extent required by applicable Law, the holders of the Equity Interests in the Target;

(c) no Default or Event of Default will have occurred and be continuing or result from theconsummation of such proposed Acquisition;

(d) prior to the closing and consummation of such proposed Acquisition for which cashconsideration exceeds $50,000,000, (i) the Parent will deliver to Administrative Agent pro forma Consolidatedfinancial statements for the Parent and its Subsidiaries, including the Target, in form satisfactory toAdministrative Agent, in its Reasonable Discretion, (ii) after giving effect to such proposed Acquisition, theBorrowers will be in compliance with the financial covenants set forth in Section 7.14 on a pro forma basis, (iii)the Consolidated Leverage Ratio, as calculated as of the last day of the most recently ended Fiscal Period of theParent for which the Parent has delivered to Administrative Agent a Compliance Certificate pursuant to Section6.01(c) along with the accompanying audited Consolidated financial statements pursuant to Section 6.01(a) orunaudited Consolidated financial statements pursuant to Section 6.01(b) , as applicable, but after giving proforma effect to such proposed Acquisition, will not exceed 2.75 to 1.00; provided ; however, such threshold shallbe increased to 3.00 to 1.00 in connection with any Qualified Acquisition, (iv) any secured Indebtedness to beassumed by any Loan Party or any Subsidiary thereof upon the consummation of such proposed Acquisitionshall be permitted pursuant to Section 7.03 (and the Liens related thereto shall be Permitted Liens), and (v)Administrative Borrower will deliver to Administrative Agent a certificate of a Responsible Officer certifying asto the matters set forth in clause (d) above of this definition and in subclauses (ii) through (iv) of this clause (e);

(e) the business and assets of the Target will be free and clear of Liens, except Liens permittedpursuant to Section 7.01 ; and

(f) the proposed Acquisition will be undertaken and consummated in accordance and incompliance in all material respects with all applicable Laws and, to the extent applicable, all necessary andappropriate authorizations, permits, consents and approvals, including Hart-Scott-Rodino antitrust notificationand clearance, will have been received from Governmental Authorities and third parties (including in respect ofmaterial agreements to be assumed under relevant purchase document).

“ PermittedEncumbrances” means (a) any cash collateral or other credit support provided to L/CIssuer in respect of a Defaulting Lender pursuant to clauses (D) or (E) of Section 2.04(a)(iv) and ( c b ) any cashcollateral or other credit support provided to Swing Line Lender in respect of a Defaulting Lender pursuant toclause (C) of Section 2.05(b) .

“ PermittedLiens” has the meaning set forth in Section 7.01 .

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“ PermittedReceivablesFinancing” means the sale of, or transfer of interests in, Program Eligible

Receivables to special purpose trusts or corporations which are not Affiliates of the Loan Parties in exchange forconsideration equal to the fair market value of such Program (as reasonably determined in good faith by theAdministrative Borrower) of such Eligible Receivables (i.e., a “ truesale” ) ( provided that not less than 95%of such consideration will be in the form of cash); provided that (a) such transaction does not constitute andcould not reasonably be expected to result in a Default or Event of Default and (b) the Permitted ReceivablesFinancing such transaction will not contain terms and conditions providing for recourse to any Loan Party orany of their Subsidiaries in the event of any failure to collect on any Program Receivables (other than customaryindemnities and expense reimbursement provisions and recourse for falsity of representations and warranties orbreach of covenants).

“ Person” means any natural person, corporation, limited liability company, trust, joint venture,association, company, partnership, Governmental Authority or other entity.

“ Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA (including aPension Plan), maintained for employees of the Parent or any ERISA Affiliate or any such Plan to which theParent or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“ PLN” means the lawful currency of the Republic of Poland.

“ preferred stock ” means, with respect to any Person, an Equity Interest of any class or classes(however designated) of such Person that is preferred as to the payment of dividends, or as to the distribution ofassets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of capital stock(or ownership or profits interest in) of such Person of any other class.

“ PrimeRate” means the per annum rate of interest in effect for such day as publicly announced fromtime to time by Wells Fargo as its “Prime Rate,” such rate being the rate of interest most recently announcedwithin Wells Fargo at its principal office in San Francisco, California as its “Prime Rate,” with theunderstanding that Wells Fargo’s “Prime Rate” is one of Wells Fargo’s base rates and serves as the basis uponwhich effective rates of interest are calculated for those loans making reference thereto, and is evidenced by therecording thereof after its announcement in such internal publication or publications as Wells Fargo maydesignate. Wells Fargo’s “Prime Rate” is not intended to be the lowest rate of interest charged by Wells Fargo inconnection with extensions of credit to borrowers. Any change in Wells Fargo’s “Prime Rate” as announced byWells Fargo will take effect at the opening of business on the day specified in the public announcement of suchchange.

“ Program Receivables” means all Eligible Receivables sold pursuant to a Permitted ReceivablesFinancing.

“ Project” means each contractual arrangement between a client and the Parent or a Subsidiary for theperformance of services (including design, engineering, procurement, construction program management andany other services that the Parent or a Subsidiary provides to its clients in the ordinary course of business).

“QAR”means the lawful currency of the State of Qatar.

“QualifiedAcquisition”means any acquisition that meets the following conditions:

(b) the aggregate consideration (including Cash, equity, earn-out obligations, deferredcompensation, non-competition arrangements and the amount of Indebtedness and other liabilitiesincurred or assumed by the Loan Parties and their Subsidiaries) paid by the Loan Parties and their

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Subsidiaries in connection therewith is equal to or greater than $75,000,000;

(c) the Consolidated Leverage Ratio shall be less than or equal to 3.00 to 1.00 as of theclosing of such acquisition after giving pro forma effect to such acquisition; and

(d) the Loan Parties shall have Minimum Liquidity of not less than $100,000,000 aftergiving pro forma effect to such acquisition.

“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each SubsidiaryGuarantor that has total assets exceeding $10,000,000 at the time such Swap Obligation is incurred orsuch other person as constitutes an ECP under the Commodity Exchange Act or any regulationspromulgated thereunder.

“ ReasonableDiscretion” means, as to any Person, a determination or judgment made by such Person

in good faith in the exercise of reasonable (from the perspective of a secured lender) business judgment.

“ Record ” means information that is inscribed on a tangible medium or which is stored on anelectronic or other medium and is retrievable in perceived form.

“ Register” means a register for the recordation of the names and addresses of Lenders and, asapplicable, the Commitments of, and Outstanding Amounts of the Loans and L/C Obligations owing to, eachLender pursuant to the terms hereof from time to time.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners,members, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates, andspecifically includes, in the case of(a) Wells Fargo, Wells Fargo in its separate capacities as AdministrativeAgent, as Swing Line Lender and as a L/C Issuer, and (b) Wells Fargo Securities, LLC, in its capacity as the“left lead” Arranger.

“ ReplacementLender” has the meaning given such term in Section 3.08(a)(ii) .

“ ReportableEvent” means any of the events set forth in Section 4043(c) of ERISA, other than eventsfor which the thirty-day notice period has been waived.

“ RequestforCreditExtension” means (a) with respect to a Borrowing, conversion or continuation ofRevolving Credit Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, an L/C Application, and (c)with respect to a Swing Line Loan, a Swing Line Loan Notice.

“ RequiredLenders” means (a) at any time that the Aggregate Revolving Credit Commitments are ineffect, Lenders holding in excess of 50.0% of the Aggregate Revolving Credit Commitments; (b) at any timethat any Loans are outstanding but the Aggregate Revolving Credit Commitments have been terminated,Lenders holding in excess of 50.0% of the aggregate Outstanding Amount of the Loans; and (c) at any time onor prior to the Closing Date and the funding or issuance of the initial Credit Extension hereunder, Lendersholding in excess of 50.0% of the Aggregate Revolving Credit Commitments; provided that without limiting theforegoing, in the event there are two or more Lenders, “ Required Lenders ” must be comprised of at least twoLenders; and provided, further, that the Revolving Credit Commitment held or deemed held by any Lenderdetermined by Administrative Agent to be a Defaulting Lender will be excluded for purposes of making adetermination of Required Lenders; and provided, further, that the Loans held or deemed held by any Lenderdetermined by Administrative Agent to be a Defaulting Lender pursuant

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to clauses (b) or (c) of the definition of “Defaulting Lender” will be excluded for purposes of making adetermination of Required Lenders.

“ ReserveRequirement” means the stated maximum rate (rounded, as necessary, to the nearest 1/100thof one percent (0.01%)), as in effect on any date of determination of all reserve requirements (including anymarginal, emergency, supplemental, special or other reserves) applicable on such date to any member bank ofthe Federal Reserve System in respect of “Eurocurrency liabilities” as defined in Regulation D (or any successorcategory of liabilities under Regulation D) of the FRB as in effect on such day, whether or not applicable to anyLending Party.

“ ResponsibleOfficer” means (a) in connection with any Request for Credit Extension to be deliveredhereunder, the chief executive officer, president, chief financial officer, treasurer or controller of theAdministrative Borrower; (b) with respect to the Parent in connection with any Compliance Certificate or anyother certificate or notice pertaining to any financial information required to be delivery by any Borrowerhereunder or under any other Loan Document, the chief financial officer, treasurer, controller or other officerhaving primary responsibility for the financial affairs of such Person; and (c) otherwise, with respect to anyBorrower or any other Loan Party, the chief executive officer, president, chief operating officer, chief financialofficer, treasurer or controller of such Person.

“ RestrictedPayment” means, as to any Person, (a) any dividend or other distribution by such Person(whether in cash, securities or other property) with respect to any Equity Interest of such Person, (b) anypayment (whether in cash, securities or other property), including any sinking fund or similar deposit, onaccount of the purchase, redemption, retirement, acquisition, cancellation or termination of such Equity Interestor on account of any return of capital to any holder of any such Person’s Equity Interests, (c) the acquisition forvalue by such Person of any Equity Interests issued by such Person or any other Person that Controls suchPerson, and (d) with respect to the foregoing clauses (a) through (c) of this definition, any transaction that has asubstantially similar effect.

“ Revaluation Date” means with respect to any Loan, each of the following: (a) each date of thefunding of a Eurodollar Rate Loan hereunder denominated in an Alternative Currency, (b) each date of anamendment or modification of any such Loan having the effect of increasing the amount thereof (solely withrespect to the increased amount), (c) each date of any prepayment or repayment of any Loan denominated in anAlternative Currency, (d) the first Business Day of each calendar month and (e) such additional dates asAdministrative Agent or the Required Lenders will reasonably determine in accordance with the provisions ofthis Agreement.

“ RevolvingCreditBorrowing” means a borrowing consisting of simultaneous Revolving Credit Loansof the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by eachLender pursuant to Section 2.02(a) .

“ Revolving Credit Commitment ” means, as to each Lender at any time, its obligation to do thefollowing pursuant to the terms hereof: (a) make Revolving Credit Loans to the Borrowers; (b) purchaseparticipations in L/C Obligations; and (c) purchase participations in Swing Line Loans; all in an aggregateprincipal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name onSchedule 2.02 or in the Assignment and Assumption pursuant to which such Lender became a party hereto orpursuant to the applicable Additional Commitment Documentation, as such amount may be adjusted from timeto time in accordance with this Agreement.

“ RevolvingCreditCommitmentFee” has the meaning given such term in Section 2.10(a) .

“ RevolvingCreditLoan” has the meaning given such term in Section 2.02(a) .

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“ Revolving Credit Maturity Date” means the earliest of (a) the Revolving Credit Stated Maturity

Date, (b) the date of the termination of the Aggregate Revolving Credit Commitments pursuant to Section 2.07and (c) the date of the termination of the Aggregate Revolving Credit Commitments and of the obligation of L/CIssuer to make L/C Credit Extensions and the acceleration of the Revolving Credit Loans pursuant to Section8.03 .

“ RevolvingCreditStatedMaturityDate” means March 28, 2019.

“ RON” means the lawful currency of Romania.

“ Sanctioned Entity ” means (a ) a country or a government of a country, (b ) an agency of thegovernment of a country, (c ) an organization directly or indirectly controlled by a country or its government, or(d ) a person or entity resident in or determined to be resident in a country, that is subject to a country sanctionsprogram administered and enforced by OFAC.

“ SanctionedPerson” means a person named on the list of Specially Designated Nationals maintainedby OFAC.

“ S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,

and any successor thereto.” means Standard & Poor’s Ratings Services, a division of The McGraw-HillCompanies, Inc., and any successor thereto.

“ SAR” means the lawful currency of the Kingdom of Saudi Arabia. “ SEC” means the Securities Exchange Commission and any successor thereto.

“ SecuredObligations” means, collectively, (a) the Obligations, (b) the Guaranteed Obligationsand (c) for purposes of the Guaranty set forth in Section 10.15(a), the liability set forth in Section 10.16(a),the Security Documents and all provisions under the other Loan Documents relating to the Collateral, thesharing thereof or the payments from proceeds of the Collateral, all Bank Product Debt; provided,however, in no event shall the term Secured Obligations include (i) any Excluded Swap Obligations or (ii)any Bank Product Debt that is excluded from definition of Obligations pursuant to clause (a)(ii) of theproviso thereto.

“ Secured Parties ” means, collectively, the Administrative Agent, the Lenders, and the BankProduct Providers.

“ Security Documents” means the collective reference to the Collateral Agreement, the ControlAgreements, the Mortgages, and each other agreement or writing pursuant to which any Loan Partypledges or grants a security interest in any property or assets securing the Secured Obligations.

“ SecondAmendmentEffectiveDate” means March 30, 2015.

“ SignificantSubsidiary” has the meaning given such term in Article VII.

“ SingaporeDollars” means the lawful currency of Republic of Singapore.

“ Solvent” means, as to any Person at any time, that (a) the fair value of the property of such Person ona going concern basis is greater than the amount of such Person’s liabilities (including contingent liabilities), assuch value is established and such liabilities are evaluated for purposes of Section 101(32) of the BankruptcyCode and, in the alternative, for purposes of the Uniform Fraudulent Transfer Act or any

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similar state statute applicable to the Parent or any Subsidiary thereof; (b) the present fair salable value of theproperty of such Person is not less than the amount that will be required to pay the probable liability of suchPerson on its debts as they become absolute and matured; (c) such Person is able to realize upon its property andpay its debts and other liabilities (including contingent liabilities) as they mature in the normal course ofbusiness; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyondsuch Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in businessor a transaction, and is not about to engage in business or a transaction, for which such Person’s property wouldconstitute unreasonably small capital after giving due consideration to the prevailing practice in the industry inwhich such Person is engaged or is to engage.

“ SpecifiedEBITDAAdd-backs” means, as calculated for any period, the aggregate amount addedto Consolidated Net Income in determining Consolidated Adjusted EBITDA for such period pursuant toclauses (a)(v)(C) (to the extent arising from non-cash project losses attributable to Inpex and MoPac), (a)(vi)(B) and (c) of the definition of “Consolidated Adjusted EBITDA”.

“ SpecifiedLender” means, at any time, any Lender (a) that has requested compensation under Section3.04 and has not rescinded such request within five Business Days of the making thereof; (b) to whom anyBorrower must pay an additional amount (or on whose behalf any Borrower must pay an additional amount to aGovernmental Authority) pursuant to Section 3.01 ; (c) that gives a notice pursuant to Section 3.02 ; (d) that is aDefaulting Lender; or (e) that is the sole Lender that has refused or failed, within a reasonable period of time (asdetermined by Administrative Agent in its Reasonable Discretion) from first receiving a written request thereforfrom Administrative Agent, to provide its written approval of any amendment, consent or waiver in respect ofany matter related to this Agreement or the other Loan Documents requiring that all Lenders will have givenwritten approval of such requested amendment, consent or waiver consent pursuant to Section 10.01 and in suchinstance Lenders sufficient to constitute Required Lenders have already provided such written approval pursuantto Section 10.01 .

“ SpecifiedMaterials” means, collectively, all materials or information provided by or on behalf of theBorrowers or any other Loan Party or any of their respective Subsidiaries or Affiliates, as well as documents andother written materials relating to the Borrowers or any other Loan Party or any of their respective Subsidiariesor Affiliates or any other materials or matters relating to the Loan Documents (including any amendments orwaivers of the terms thereof or supplements thereto).

“ SpotRate” for a currency means the rate determined by Administrative Agent or the L/C Issuer, asapplicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by suchPerson of such currency with another currency through its principal foreign exchange trading office atapproximately 11:00 a.m., London time, on the date two Business Days prior to the date as of which the foreignexchange computation is made; provided that Administrative Agent or the L/C Issuer may obtain such spot ratefrom another financial institution designated by Administrative Agent or the L/C Issuer if the Person acting insuch capacity does not have as of the date of determination a spot buying rate for any such currency; andprovided, further, that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchangecomputation is made in the case of any Credit denominated in an Alternative Currency.

“ Sterling” and “ £” mean the lawful currency of the United Kingdom.

“ Subordinated Debt ” means any third-party Indebtedness incurred by any Loan Party or anySignificant Subsidiary which by its terms is specifically subordinated in right of payment to the prior payment ofthe Obligations and contains subordination and other terms acceptable to the Administrative Agent.

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“ Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or

other business entity of which a majority of the shares of Equity Interests having ordinary voting power for theelection of directors or other governing body (other than Equity Interests having such power only by reason ofthe happening of a contingency) are at the time beneficially owned, or the management of which is otherwiseControlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwisespecified, all references herein to a “ Subsidiary ” or to “ Subsidiaries ” will refer to a Subsidiary or Subsidiariesof the Parent or any Borrower (other than the Parent), as the context will require.

“ SubsidiaryGuarantor” has the meaning given such term in Section 10.15(a) .

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivativetransactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts,equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond orforward bond price or forward bond index transactions, interest rate options, forward foreign exchangetransactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currencyrate swap transactions, currency options, spot contracts, or any other similar transactions or any combination ofany of the foregoing (including any options to enter into any of the foregoing), whether or not any suchtransaction is governed by or subject to any master agreement; and (b) any and all transactions of any kind, andthe related confirmations, that are subject to the terms and conditions of, or governed by, any form of masteragreement published by the International Swaps and Derivatives Association, Inc., any International ForeignExchange Master Agreement, or any other master agreement including any such obligations or liabilities underany such master agreement (in each case, together with any related schedules).

“ SwapTerminationValue” means, in respect of any one or more Swap Contracts, after taking intoaccount the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any dateon or after the date such Swap Contracts have been closed out and termination value(s) determined inaccordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a) ofthis definition, the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determinedbased upon one or more mid-market or other readily available quotations provided by any recognized dealer insuch Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“ SwingLine” means the revolving credit facility made available by Swing Line Lender pursuant toSection 2.05 .

“ SwingLineBorrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.05 .

“ SwingLineLender” means, at any time, the provider of the Swing Line hereunder (which, initially,will be Wells Fargo).

“ SwingLineLoan” has the meaning given such term in Section 2.05(a) .

“ SwingLineLoanNotice” means a notice of a Swing Line Borrowing pursuant to Section 2.05(b) ,which, if in writing, will be substantially in the form of Exhibit F .

“ SwingLineSublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the AggregateRevolving Credit Commitments. The Swing Line Sublimit is a part of, but is not in addition to, the AggregateRevolving Credit Commitments.

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“ Synthetic Lease Obligation ” means the principal balance outstanding under any lease, funding

agreement or other arrangement with respect to any real or personal property pursuant to which the lessor istreated as the owner of such property for accounting purposes and the lessee is treated as the owner of suchproperty for federal income tax purposes, or any tax retention operating lease, off-balance sheet loan or similaroff-balance sheet financing product to which such Person is a party, where such transaction is consideredborrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

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

“ TARGET Day ” means any day on which the Trans-European Automated Real-time GrossSettlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative,such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) isopen for the settlement of payments in Euro.

“ TargetPreferredEquityOffering” means the completion of one or more transactions after the SecondAmendment Effective Date and prior to the end of FY2015 resulting in the issuance of preferred equity of theParent in exchange for gross cash proceeds to the Parent of not less than $200,000,000, but only so long as noDefault or Event of Default is caused thereby.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings,assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions totax or penalties applicable thereto.

“ ThresholdAmount” means $35,000,000.

“ ThirdAmendmentEffectiveDate” means September 30, 2016.

“ TotalRevolvingCreditOutstandings” means, at any time, the sum of (a) the aggregate OutstandingAmount of all Revolving Credit Loans, plus (b) the Outstanding Amount of all L/C Obligations and plus (c) theOutstanding Amount of all Swing Line Loans.

“ Trading with the Enemy Act” means the foreign assets control regulations of the United StatesTreasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any enabling legislation or executiveorder relating thereto.

“ TransactionCosts” means the fees, costs, commissions and expenses paid or payable by the LoanParties in connection with the consummation of the transactions contemplated by the Loan Documents,including the refinancing of the Indebtedness under the Original Credit Agreement, the initial funding of theCredit Extensions under this Agreement on the Closing Date and the funding of other Credit Extensions underthis Agreement.

“ TTD” means the lawful currency of the Republic of Trinidad and Tobago.

“TND”means the lawful currency of the Tunisian Republic.

“ Type” means, with respect to any Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

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“ UCP” means, with respect to any commercial Letter of Credit, the Uniform Customs and Practice for

Documentary Credits 2007 Revision, UCP 600, published by the International Chamber of Commerce (or, if L/CIssuer will agree at the time of issuance, such later version thereof as may be in effect immediately prior to theissuance of such Letter of Credit, the extension of the expiry date thereof or any increase of the amount thereof).

“ U.K.RegulatoryCost” means an addition to the interest rate on a Eurodollar Rate Loan denominatedin an Alternative Currency to compensate a Lender for the cost imputed to such Lender in respect of any suchEurodollar Rate Loan denominated in an Alternative Currency made by such Lender hereunder resulting fromthe imposition from time to time under or pursuant to the Bank of England Act 1998 or by the Bank of Englandor the Financial Services Authority (the “ FSA” ) (or other United Kingdom governmental authorities oragencies) of a requirement to place non-interest-bearing deposits or special deposits (whether interest-bearing ornot) with the Bank of England to meet cash ratio requirements and/or pay fees to the FSA calculated byreference to liabilities used to fund such Eurodollar Rate Loan; provided that the Borrowers will only be liablefor amounts in respect of costs (a) for the period of up to ninety days prior to the date on which such demandwas made and (b) to the extent the Lender making demand therefor has required similarly situated borrowers orobligors to pay comparable amounts in respect of such increased costs or reduced returns.

“ UniformCommercialCode” or “ UCC” means the Uniform Commercial Code as in effect in theState of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of anysecurity interest in any collateral is governed by the Uniform Commercial Code as in effect in a jurisdictionother than the State of New York, “ UCC” means the Uniform Commercial Code as in effect from time to timein such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection ornon-perfection or priority.

“ UnitedKingdom”or“U.K.” means the United Kingdom of Great Britain and Northern Ireland.

“ UnitedStates”or“U.S.” means the United States of America.

“ Unreimbursed Amount ” means, with respect to any Credit, any amount (in Dollars, or if theapplicable Credit is denominated in an Alternative Currency, the Dollar Equivalent thereof) drawn thereunderthat the Borrowers have failed to reimburse to L/C Issuer by 11:00 a.m. on the related Honor Date. TheUnreimbursed Amount with respect to JV Letters of Credit shall be equal to the portion of the drawn amountthat is recourse to the Borrowers.

“ WellsFargo” means Wells Fargo Bank, National Association, a national banking association.

“ West Deptford Development ” means the fixed-price project by CH2M Engineers pursuant towhich it designed and constructed a new natural gas fired power generation facility located in WestDeptford, New Jersey.

“ Write-DownandConversionPowers” means, with respect to any EEA Resolution Authority, thewrite-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-InLegislation for the applicable EEA Member Country, which write-down and conversion powers aredescribed in the EU Bail-In Legislation Schedule.

“ Yen” and “ ¥” mean the lawful currency of Japan.

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SECTION 1.02. CERTAIN RULES OF CONSTRUCTION.

(e) General Rules.

(i) Unless the context otherwise clearly requires, the meaning of a defined term isapplicable equally to the singular and plural forms thereof.

(ii) The words “ hereof,” “ herein,” “ hereunder” and similar words refer to thisAgreement as a whole and not to any particular provision of this Agreement.

(iii) The word “ documents” includes instruments, documents, agreements, certificates,indentures, notices and other writings, however evidenced.

(iv) The words “ include” and “ including” are not limiting and the word “ or” is notexclusive.

(v) In the computation of periods of time from a specified date to a later specified date, theword “ from” means “ fromandincluding” ; the words “ to” and “ until” each mean “ tobutexcluding” and the word “ through” means “ toandincluding.”

(vi) Unless the context otherwise clearly requires, the words “property,” “ properties,” “asset ” and “ assets ” refer to both personal property (whether tangible or intangible, including cash,securities, accounts and contract rights) and real property.

(vii) Whenever a representation or warranty is made to any Person’s knowledge orawareness or with a similar qualification, knowledge or awareness means the actual knowledge of theResponsible Officers, after such investigation into the applicable matter as is customary for the ResponsibleOfficers in the ordinary course of their conduct of the applicable Person’s business.

(viii) Whenever this Agreement refers to any “wholly-owned” Subsidiary of any Person,such reference shall be deemed to include any Foreign Subsidiary of such Person in which a nominal amount ofEquity Interests are held by residents of the jurisdiction in which such Subsidiary is organized in order to complywith requirements of local law.

(ix) Any reference to a Person will be construed to include such Person’s successors andassigns.

(x) Unless the context otherwise requires, terms that are used but not defined herein butare defined in Article 8 or Article 9 of the UCC will have the meaning so given to them in Article 8 or Article 9of the UCC.

(xi) Unless the context otherwise clearly requires, (A) Article, Section, subsection, clause,Schedule and Exhibit references are to this Agreement; (B) references to documents (including this Agreement)will be deemed to include all subsequent amendments, renewals, extensions, replacements, restatements andother modifications thereto, but only to the extent such amendments, renewals, extensions, replacements,restatements and other modifications are not prohibited by the terms of any Loan Document; and (C) referencesto any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating,amending, replacing, supplementing or interpreting the statute or regulation.

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(f) Time References. Unless the context requires otherwise, all references herein to times of day will

be references to Denver, Colorado time (daylight or standard, as applicable).

(g) Captions. The captions and headings of this Agreement are for convenience of reference only andwill not affect the interpretation of this Agreement.

(h) Cumulative Nature of Certain Provisions. This Agreement and the other Loan Documents mayuse several different limitations, tests or measurements to regulate the same or similar matters. All suchlimitations, tests and measurements are cumulative and will be performed in accordance with their respectiveterms.

(i) No Construction Against Any Party. This Agreement and the other Loan Documents are theresult of negotiations among, and have been reviewed by counsel to, the Loan Parties, Administrative Agent andthe Lending Parties and are the products of all parties. Accordingly, they will not be construed againstAdministrative Agent or any Lending Party merely because of the involvement of any or all of the precedingPersons in their preparation.

(j) Paid in Full. Any reference in this Agreement or in any other Loan Document to the satisfaction orrepayment in full of the Obligations means the repayment in full in Cash (or, in the case of Credits, the CashCollateralization or support by a standby letter of credit in accordance with the terms hereof) of all Obligationsother than unasserted contingent indemnification obligations.

(k) GAAP. Unless the context otherwise clearly requires, all accounting terms not expressly definedherein will be construed, and all financial computations required under this Agreement will be made, inaccordance with GAAP. If at any time any change in GAAP or any changes in accounting principles orpractices from those used in the preparation of the financial statements are hereafter occasioned by thepromulgation of rules, regulations, pronouncements and opinions by or required by the Financial AccountingStandards Board or the American Institute of Certified Public Accountants (or any successor thereto or agencieswith similar functions) or other regulatory body with jurisdiction over GAAP or any financial reporting by theParent, which results in a material change in the method of accounting in the financial statements required to befurnished to the Administrative Agent hereunder or in the calculation of financial covenants, standards or termscontained in this Agreement, and either the Borrowers or Required Lenders will so request, AdministrativeAgent, the Lending Parties and the Borrowers will negotiate in good faith to amend such ratio or requirement topreserve the original intent thereof in light of such change in GAAP (subject to the approval of RequiredLenders); provided that, until so amended: (i) such ratio or requirement will continue to be computed inaccordance with GAAP prior to such change therein; and (ii) the Borrowers will provide to AdministrativeAgent and the Lending Parties financial statements and other documents required under this Agreement or asreasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirementmade before and after giving effect to such change in GAAP.

(l) Rounding. Any financial ratios required to be maintained by the Loan Parties or any of thempursuant to the Loan Documents will be calculated by dividing the appropriate component by the othercomponent, carrying the result to one place more than the number of places by which such ratio is expressedherein and rounding the result up or down to the nearest number using the common - or symmetric arithmetic -method of rounding (in other words, rounding-up if there is no nearest number).

(m) Computations of Certain Financial Covenants. For purposes of computing the ConsolidatedLeverage Ratio and the Consolidated Fixed Charge Coverage Ratio as of any date, all components of such ratioswill include or exclude, as the case may be, for the period consisting of the four Fiscal Periods ending on suchdate all financial results (without duplication of amounts) attributable to any business or assets that

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are the subject of any Acquisition or Disposition by the Parent or any Subsidiary thereof effected during suchperiod, as determined by Administrative Borrower in its Reasonable Discretion and consented to by theAdministrative Agent (such consent not to be unreasonably withheld) on a pro forma basis for such period as ifsuch Acquisition or Disposition had occurred (and any Indebtedness incurred or repaid in connection therewithhad been incurred and repaid, as the case may be) on (in the case of any balance sheet item) the last day of suchperiod or on (in the case of any other item) the first day of such period. Furthermore, for the purposes ofcomputing the Consolidated Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio as of any date,to the extent that any Joint Venture is included in the Parent’s Consolidated financial statements, suchcalculations will disregard the ratable portion of such Joint Venture attributable to the ownership of any JointVenture by any Person who is not a Loan Party or a Subsidiary of a Loan Party. Notwithstanding the foregoing,for purposes of determining compliance with any covenant (including the computation of any financialcovenant) contained herein, Indebtedness of the Parent and its Subsidiaries will be deemed to be carried at 100%of the outstanding principal amount thereof.

(n) Calculations with Respect to Credit. Unless otherwise specified herein, the amount of a Credit atany time will be deemed to be the stated amount of such Credit in effect at such time; provided that, with respectto any Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or moreautomatic increases in the stated amount thereof, the amount of such Credit will be deemed to be the maximumstated amount of such Credit after giving effect to all such increases, whether or not such maximum statedamount is in effect at such time.

(o) Documents Executed by Responsible Officers. Any document delivered hereunder that is signedby a Responsible Officer of a Loan Party will be conclusively presumed to have been authorized by all necessarycorporate or other organizational action on the part of such Loan Party and such Responsible Officer will beconclusively presumed to have acted on behalf of such Loan Party.

(p) Additional Alternative Currencies. The Borrowers may from time to time request that Loans bemade and Credits be issued in a currency other than those specifically listed in the definition of “ AlternativeCurrency”; provided that such requested currency is a lawful currency (other than Dollars) that is readilyavailable and freely transferable and convertible into Dollars. Each such request will be subject to the priorapproval of all Lenders; provided , however, to the extent such request relates solely to Letters of Credit, subjectonly to the prior approval of the applicable L/C Issuer. Any such request will be made to Administrative Agentnot later than 11:00 a.m., ten Business Days prior to the desired date for making the requested Loan or desiredissuance date of the requested Credit, as applicable. Administrative Agent will notify the AdministrativeBorrower, not later than 9:00 a.m., five Business Days after receipt of such request whether the Lenders haveconsented, in their sole discretion, to the making of the requested Loan or the issuance of the requested Credit, asapplicable, in such requested currency. Any failure by Administrative Agent to respond to such request withinthe time period specified in the preceding sentence will be deemed to be a refusal by the Lenders to permit suchLoan to be made or such Credit to be issued in such requested currency. If the Lenders consent to the making ofsuch Loan or the issuance of such Credit, as applicable, in such requested currency (an “ AdditionalAlternativeCurrency ” ), such Additional Alternative Currency will thereupon be deemed for all purposes to be anAlternative Currency hereunder for purposes of such Loan or Credit.

(q) Exchange Rates. (i) Administrative Agent will determine the Spot Rates as of each RevaluationDate to be used for calculating the Dollar Equivalent of Loans and other Obligations and (ii) AdministrativeAgent or the applicable L/C Issuer will determine the Spot Rates as of each Revaluation Date to be used forcalculating the Dollar Equivalent of issued and undrawn Credits, in each case outstanding hereunderdenominated in Alternative Currencies. Such Spot Rates will become effective as of such Revaluation Date andwill be the Spot Rates employed in converting any amounts between the applicable currencies until the nextRevaluation Date to occur. Except for purposes of the audited and

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unaudited financial statements to be prepared and delivered by the Parent pursuant to Section 6.01(a) andSection 6.01(b) or the calculation of financial covenants hereunder, including pursuant to Section 7.14(Financial Covenants) or except as otherwise provided herein, the applicable amount of any currency forpurposes of the Loan Documents will be such Dollar Equivalent as so determined by Administrative Agent.

(r) Redenomination of Certain Foreign Currencies; New Currency.

(i) Each obligation of the Borrowers to make a payment denominated in the NationalCurrency Unit of any member state of the European Union that adopts the Euro as its lawful currency after thedate hereof will be redenominated into Euro at the time of such adoption (in accordance with the EMULegislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed inthis Agreement in respect of that currency will be inconsistent with any convention or practice in the Londoninterbank market for the basis of accrual of interest in respect of the Euro, such expressed basis will be replacedby such convention or practice with effect from the date on which such member state adopts the Euro as itslawful currency; provided that if any Loan denominated in the currency of such member state is outstandingimmediately prior to such date, such replacement will take effect, with respect to such Loan, at the end of thethen current Interest Period.

(ii) If, after the making of any Loan or the issuance of any Credit, as applicable, in anyAlternative Currency, currency control or exchange regulations are imposed in the country which issues suchAlternative Currency with the result that different types of such Alternative Currency (the “ NewCurrency” )are introduced and the type of currency in which the Loan was made or the Credit was issued (the “ OriginalCurrency” ) no longer exists or the Borrowers are not able to make payment to Administrative Agent for theaccount of the Lending Parties or Administrative Agent in such Original Currency, then all payments to be madeby the Borrowers hereunder in such currency will be made to Administrative Agent in such amount and suchtype of the New Currency as will be equivalent to the amount of such payment otherwise due hereunder in theOriginal Currency, it being the intention of the parties hereto that the Borrowers take all risks of the impositionof any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions ofthis Section 1.02(n) , if, after the making of any Loan or the issuance of any Credit, as applicable, in anyAlternative Currency, the Borrowers are not able to make payment to Administrative Agent for the account ofthe Lenders or Administrative Agent in the type of currency in which such Loan was made or such Credit wasissued because of the imposition of any such currency control or exchange regulation, then such Loan willinstead be repaid or such Credit will be reimbursed, as applicable, when due in Dollars in a principal amountequal to the Dollar Equivalent (as of the date of repayment) of such Loan or Credit reimbursement amount.

(s) Currency of Account. Dollars are the currency of account and payment for each and every sum atany time due from the Borrowers hereunder in each case except as expressly provided in this Agreement;provided that, subject to Section 1.02(n) :

(i) each repayment of a Loan or a part thereof will be made in the currency in which suchLoan is denominated at the time of that repayment;

(ii) each payment of interest will be made in the currency in which such principal or othersum in respect of which such interest is payable, is denominated;

(iii) each reimbursement of a draw on a Credit will be made (A) to the extent reimbursed bya payment from the Borrowers, at the option of the L/C Issuer, in the currency in which such Credit isdenominated at the time of that reimbursement or in Dollars and (B) to the extent reimbursed by RevolvingCredit Loans or L/C Advances pursuant to Sections 2.04(c)(ii) or (iii) (as applicable), in Dollars;

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(iv) each payment of fees will be in Dollars;

(v) each payment in respect of costs, expenses and indemnities will be made in the currencyin which the same were incurred or the Dollar Equivalent thereof; and

(vi) any amount expressed to be payable in a currency other than Dollars will be paid in thatother currency.

No payment to Administrative Agent or any Lending Party (whether under any judgment or court orderor otherwise) will discharge the obligation or liability in respect of which it was made unless and untilAdministrative Agent or such Lending Party will have received payment in full in the currency in which suchobligation or liability was incurred, and to the extent that the amount of any such payment will, on actualconversion into such currency, fall short of such obligation or liability actual or contingent expressed in thatcurrency, the Borrowers agree to indemnify and hold harmless Administrative Agent or such Lending Party, asapplicable, with respect to the amount of the shortfall, with such indemnity surviving the termination of thisAgreement and any legal proceeding, judgment or court order pursuant to which the original payment was madewhich resulted in the shortfall.

(t) Currency Fluctuations. If, on any Revaluation Date the Dollar Equivalent of the Total RevolvingCredit Outstandings exceeds the Aggregate Revolving Credit Commitments at such time for three or moreconsecutive Business Days, then the Borrowers will repay or prepay the relevant Loans in accordance with thisAgreement within five Business Days from such third consecutive Business Day (or on the Revolving CreditMaturity Date, as applicable) in an aggregate principal amount such that, after giving effect thereto, the TotalRevolving Credit Outstandings (expressed in Dollars) no longer exceeds the Aggregate Revolving CreditCommitments (expressed in Dollars).

(u) Classifications. For purposes of determining compliance with the covenants under this Agreement,in the event that an item to be classified meets the criteria of more than one of the categories described, theParent will be entitled to classify such item (or portion thereof) and later reclassify such item (or portion thereof)in any manner otherwise consistent with this Agreement.

ARTICLE II CREDIT EXTENSIONS

SECTION 2.01. THE ORIGINAL CREDIT AGREEMENT.

(v) Schedule 2.01 sets forth all outstanding amounts of principal Indebtedness in respect of Base RateLoans and Eurodollar Rate Loans (each as defined in the Original Credit Agreement) and all issued andundrawn, or drawn and unreimbursed, Letters of Credit (as defined in the Original Credit Agreement) for eachExisting Lender (the “ Aggregate Outstanding Principal Amount” ). There are no Swing Line Loans (asdefined in the Original Credit Agreement) outstanding under the Original Credit Agreement as of the date of thisAgreement. Notwithstanding anything to the contrary contained in the Original Credit Agreement, in order toeffect the restructuring of the credit facility provided thereunder as contemplated by this Agreement, (a) allLoans (as defined in the Original Credit Agreement), whether Base Rate Loans or Eurodollar Rate Loans (eachas defined in the Original Credit Agreement), will be deemed Base Rate Loans or Eurodollar Rate Loans,respectively (as applicable), on the Closing Date in accordance with this Agreement, including this Section 2.01, (b) all “Letters of Credit” under and as defined in the Original Credit Agreement will be deemed Letters ofCredit in accordance with this Agreement, including this Section 2.01 , and (iii) all accrued and unpaid interest,including all accrued and unpaid interest on the Aggregate Outstanding Principal Amount, and all accrued andincurred and unpaid fees, costs and expenses payable under the Original Credit Agreement, including all accruedand unpaid unused line fees under

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Section 2.10(a) of the Original Credit Agreement and letter of credit fees under Section 2.04(h) of the OriginalCredit Agreement, all applicable breakage fees under Section 3.05 of the Original Credit Agreement incurred inconnection with the termination of the Interest Periods (as defined in the Original Credit Agreement) in respectof all outstanding Eurodollar Rate Loans (as defined in the Original Credit Agreement) on the Closing Date,regardless of whether such date is the last day of the applicable Interest Period (as defined in the Original CreditAgreement), and all fees and expenses outstanding under Section 10.04 of the Original Credit Agreement andother similar costs and expenses, will be due and payable on the Closing Date. The rates of interest chargeableon Loans (as defined in the Original Credit Agreement) outstanding as of the Closing Date will remain in effectthrough the day immediately preceding the Closing Date. The Borrowers covenant and agree that they will not,and represent and warrant that they have not, between the date of this Agreement and the Closing Date,requested any further Loans (including any Swing Line Loans) or requested the issuance of any additionalLetters of Credit under (and as such terms are defined in) the Original Credit Agreement.

(w) On the Closing Date and the satisfaction of all conditions as set forth in Section 4.01 , eachExisting Lender’s portion of the Aggregate Outstanding Principal Amount will be deemed to continue hereunderas a Base Rate Loan and will be applied to such Lender’s Revolving Credit Commitment, comprising theapplicable portion of such Lender’s Revolving Credit Commitment to be funded on the Closing Date. Suchcontinuing Base Rate Loans will be subject to the same terms and conditions as if advanced initially as BaseRate Loans comprising Loans hereunder. Commencing with the Closing Date, the rates of interest chargeable onLoans (as defined in the Original Credit Agreement) outstanding as of the Closing Date will be chargeable at therespective rates and will be payable in the manner set forth in Section 2.09 . Issued Letters of Credit (as definedin the Original Credit Agreement) undrawn or drawn but as yet unreimbursed as of the Closing Date will bedeemed to constitute Letters of Credit issued hereunder in the same manner and subject to the same terms andconditions as if issued initially as Letters of Credit pursuant to Section 2.04 and each Existing Lender’s purchaseof a participation in each such Letter of Credit (as defined in the Original Credit Agreement) pursuant to Section2.04(a)(ii), (b) and (c) of the Original Credit Agreement will be deemed automatically terminated andimmediately replaced thereupon by the purchase by each Lender of a participation in each such Letter of Creditor any unreimbursed drawings on any such Letter of Credit on a pro rata basis based on such Lender’sPercentage Share, pursuant to Section 2.04(c) .

(x) On the Closing Date, immediately following the transactions contemplated by the foregoingSections 2.01(a) and (b) , the Original Credit Agreement and each Subsidiary Guaranty (as defined in theOriginal Credit Agreement) will be amended, restated, superseded and replaced in its entirety; provided thatnothing herein will act as a novation of the indebtedness, liabilities and other obligations (including anyobligations under each Subsidiary Guaranty) thereunder.

SECTION 2.02. REVOLVING CREDIT LOANS.

(y) Revolving Credit Loans. Upon the terms, subject to the conditions and in reliance upon therepresentations and warranties of the Borrowers and each other Loan Party set forth in this Agreement and in theother Loan Documents, each Lender having a Revolving Credit Commitment severally (but not jointly) agrees tomake loans (each such loan, a “ RevolvingCreditLoan” ) of immediately available funds to the Borrowers, ona revolving basis from time to time on any Business Day during the Availability Period, in an aggregateprincipal amount outstanding not to exceed at any time such Lender’s Revolving Credit Commitment as then ineffect, provided that, and notwithstanding the foregoing, after giving effect to any Revolving Credit Borrowing,(i) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments and(ii) the sum of (1) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender plus (2) suchLender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations plus (3) such Lender’sPercentage Share multiplied by the

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Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment, andso long as any such circumstance exists the Lenders will not be obligated to fund any Revolving CreditLoans. Each Revolving Credit Loan will be denominated in Dollars or in an Alternative Currency as permittedby this Agreement and no Lender will be obligated to make any Revolving Credit Loan if the requestedRevolving Credit Loan is to be denominated in a currency other than Dollars or an Alternative Currency aspermitted under this Agreement. Within the limits of each Lender’s Revolving Credit Commitment, and subjectto the other terms and conditions hereof, the Borrowers may borrow under this Section 2.02 , prepay underSection 2.06 , and reborrow under this Section 2.02 . Revolving Credit Loans may be Base Rate Loans orEurodollar Rate Loans, as further provided herein. All Revolving Credit Loans to be denominated in anAlternative Currency will be Eurodollar Rate Loans.

(z) Loans Generally. Each Loan will be made as part of a Borrowing consisting of Loans made by theLenders ratably in accordance with their applicable Revolving Credit Commitments; provided, however, that thefailure of any Lender to make any Loan will not in itself relieve any other Lender of its obligation to lendhereunder (it being understood, however, that no Lender will be responsible for the failure of any other Lenderto make any Loan required to be made by such other Lender).

SECTION 2.03. PROCEDURES FOR BORROWING.

(aa) Notices of Borrowing, Conversion and Continuation. Each Borrowing (other than a SwingLine Borrowing), each conversion of Loans from one Type to the other and each continuation of Eurodollar RateLoans will be made upon the Administrative Borrowers’ irrevocable notice, on behalf of the Borrowers, toAdministrative Agent, which may, subject to the provisions of Section 10.02(b) and Section 10.02(d) , be givenby telephone or by approved electronic communication. Each such notice must be received by AdministrativeAgent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing (other thana Swing Line Borrowing) of, conversion to or continuation of Eurodollar Rate Loans or of any conversion ofEurodollar Rate Loans to Base Rate Loans and (ii) one Business Day prior to the requested date of anyBorrowing (other than a Swing Line Borrowing) of Base Rate Loans; provided that in the case of any requestedEurodollar Rate Loan to be denominated in an Alternative Currency, such notice, subject to Section 1.02(l) ,must be received by Administrative Agent not later than 11:00 a.m. (New York City time), five Business Daysprior to the requested date of such Borrowing. Notwithstanding anything to the contrary contained herein, butsubject to the provisions of Section 10.02(b) and Section 10.02(d) , any telephonic notice or other electroniccommunication by the Administrative Borrower, on behalf of the Borrowers, pursuant to this Section 2.03(a)may be given by an individual who has been authorized in writing to do so by an appropriate ResponsibleOfficer of the Administrative Borrower. Each such telephonic notice or other electronic communication must beconfirmed promptly by delivery to Administrative Agent of a written Loan Notice, appropriately completed andsigned by an appropriate Responsible Officer of the Administrative Borrower. Further, and notwithstandinganything to the contrary set forth in this Agreement, including this Section 2.03(a) , the Lenders will have noobligation to make, convert or continue make any Eurodollar Rate Loan denominated in an Alternative Currencyto the extent the principal amount of such requested Eurodollar Rate Loan exceeds the Alternative CurrencyAvailable Credit as of the date of the requested Borrowing, conversion or continuation.

(bb) Amount of Borrowing, Conversion or Continuation. (i) Each Borrowing (other than aSwing Line Borrowing) of, conversion to or continuation of Eurodollar Rate Loans will be in a principal amountof $2,000,000 or a whole multiple of $500,000 in excess thereof, or, in the case of a Borrower denominated in anAlternative Currency, in a principal amount of a Dollar Equivalent of $2,000,000 or a whole multiple of a DollarEquivalent of $500,000 in excess thereof and (ii) except as provided in Sections 2.04(c) and Section 2.05(c) ,each Borrowing of or conversion to Base Rate Loans will be in a principal amount of $500,000 or a wholemultiple of $100,000 in excess thereof.

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(cc) Loan Notices Generally. Each Loan Notice (whether telephonic or written (including by

electronic communication to the extent permitted by this Agreement)) will specify: (i) whether theAdministrative Borrower, on behalf of the Borrowers, is requesting: (A) a Revolving Credit Borrowing; (B) aconversion of outstanding Loans from one Type to the other; or (C) a continuation of Eurodollar Rate Loans; (ii)the requested date (which will be a Business Day) of such Borrowing, conversion or continuation, as the casemay be; (iii) the principal amount of the Loans to be borrowed, converted or continued; (iv) the Type of Loansto be borrowed or to which existing Loans are to be converted; (v) whether such Borrowing is to be denominatedin Dollars or in an Alternative Currency, and if the latter, which Alternative Currency; and (vi) if applicable, theduration of the Interest Period with respect thereto. If the Borrowers (including through the AdministrativeBorrower) fail to specify a Type of Loan in a Loan Notice or fail to give a timely notice requesting a conversionor continuation, then the applicable Loans will be made as, or converted to, Base Rate Loans. Any suchautomatic conversion to Base Rate Loans will be effective as of the last day of the Interest Period then in effectwith respect to the applicable Eurodollar Rate Loans. If the Administrative Borrower, on behalf of theBorrowers, requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such LoanNotice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of onemonth.

(dd) Procedures Concerning the Making of Loans. Following receipt of a Loan Notice,Administrative Agent will promptly notify each applicable Lender of the amount of its applicable PercentageShare of the requested Borrowing. If the Borrowers (including through the Administrative Borrower) do nottimely provide notice of a conversion or continuation, then Administrative Agent will notify each applicableLender of the details of any automatic conversion to Base Rate Loans described in the precedingsubsection. Each Lender will make the amount of its applicable Loan available to Administrative Agent inimmediately available funds at Administrative Agent’s Office (or, at the request of Administrative Agent, in thecase of a Eurodollar Rate denominated in an Alternative Currency, at such bank as Administrative Agent maydesignate to the Lenders, as applicable) not later than 10:00 a.m. on the Business Day specified in the applicableLoan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing isthe initial Credit Extension, Section 4.01 ), Administrative Agent will make all funds so received available to theBorrowers in like funds as received by Administrative Agent either by: (i) crediting the account of theBorrowers on the books of Wells Fargo with the amount of such funds; or (ii) wire transfer of such funds, ineach case in accordance with instructions provided to (and reasonably acceptable to) Administrative Agent bythe Administrative Borrower on behalf of the Borrowers; provided that, if, on the date the Loan Notice withrespect to such Borrowing is given by the Borrowers, there are L/C Borrowings outstanding, then the proceedsof such Borrowing will be applied, first, to the payment in full of any such L/C Borrowings and, second, to theBorrowers as provided in this Section 2.03(d) .

(ee) Special Provisions Applicable to Continuation or Conversions of Eurodollar Rate Loans. Subject to Section 3.05 , a Eurodollar Rate Loan may be continued or converted only on the last day of anInterest Period for such Eurodollar Rate Loan. During the existence of an Event of Default: (i) no Loans may berequested as, converted to or continued as Eurodollar Rate Loans without the consent of Required Lenders; and(ii) Required Lenders may demand that any or all of the then outstanding Revolving Credit Loans that areEurodollar Rate Loans be converted immediately to Base Rate Loans, whereupon the Borrowers will pay anyamounts due under Section 3.05 in accordance with the terms thereof due to any such conversion.

(ff) Notification of Interest Rate. Administrative Agent will promptly notify the AdministrativeBorrower, on behalf of the Borrowers, and the applicable Lenders of the interest rate applicable to any InterestPeriod for Eurodollar Rate Loans upon determination of such interest rate.

(gg) Limitation on Interest Periods. After giving effect to all Borrowings, all conversions of

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Loans from one Type to the other, and all continuations of Loans as the same Type, there will (i) not be morethan ten Interest Periods in effect with respect to all Revolving Credit Loans and (ii) of this, not be more thanfive Interest Periods in effect with respect to all Eurodollar Rate Loans denominated in any AlternativeCurrency.

(hh) Lender Affiliates . Each Lender, at its option, may make any Loan by causing any domesticor foreign branch or Affiliate of such Lender to make such Loan (subject to the provision by such branch orAffiliate, prior to such branch or Affiliate receiving any payments pursuant to the Loan Documents, of anydocumentation required pursuant to Section 3.01); provided that any exercise of such option shall not affect theobligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

SECTION 2.04. LETTERS OF CREDIT.

(ii) Letter of Credit Subfacility. Subject to the terms and conditions set forth herein:

(i) Upon the terms, subject to the conditions and in reliance upon the representations andwarranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other LoanDocuments and upon the agreements of the Lenders set forth in this Section 2.04 , (A) from time to time on anyBusiness Day, during the period from the Closing Date until the L/C Expiration Date, L/C Issuer will issueCredits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an AlternativeCurrency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of anyone or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) maydesignate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financialresponsibility for such Credit) and amend or extend Credits previously issued by it, in accordance withsubsection (b) of this Section 2.04 ; and (B) to honor drawings under the Credits. All existing Credits listed onSchedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after theClosing Date, will be subject to and governed by the terms and conditions hereof.

(ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/CIssuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respectto any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving CreditCommitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus anamount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations,plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all SwingLine Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount ofthe L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalfof the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by theBorrowers that each such issuance or amendment complies with the applicable conditions set forth in the provisoto the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, theBorrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during theforegoing period, obtain Credits to replace Credits that have expired or that have been drawn upon andreimbursed.

(iii) Subject to Section 2.04(b)(iv) , no L/C Issuer will issue or extend any Credit if: (A) theexpiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will haveapproved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds theAlternative Currency Available Credit as of the requested issuance date.

(iv) No L/C Issuer will have any obligation to issue a Letter of Credit if:

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(A) any order, judgment or decree of any Governmental Authority or arbitrator will by

its terms purport to enjoin or restrain the L/C Issuer from issuing such Credit, or any Law applicable to the L/CIssuer or any request or directive (whether or not having the force of law) from any Governmental Authoritywith jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from, the issuance ofletters of credit or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuerwith respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is nototherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer anyunreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in goodfaith deems material to it;

(B) the issuance of such Credit would violate one or more policies of the L/C Issuer;

(C) such Credit is to be denominated in a currency other than Dollars or an AlternativeCurrency permitted in accordance with this Agreement;

(D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has enteredinto arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion)with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (aftergiving effect to Section 3.07(a)(iv) ) with respect to the Defaulting Lender arising from either the Credit thenproposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual orpotential Fronting Exposure, as it may elect in its sole discretion;

(E) such Credit contains any provisions for automatic reinstatement of the statedamount after any drawing thereunder; or

(F) the issuance of such Credit would result in the aggregate L/C Obligations relating toCredits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit.

(v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would notbe obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Creditdoes not accept the proposed amendment to such Credit.

(vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by itand the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A)provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/CIssuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining tosuch Credits as fully as if the term “ AdministrativeAgent” as used in Article IX included the L/C Issuer withrespect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(vii) No L/C Issuer (other than Wells Fargo) will have any obligation to issue commercialLetters of Credit.

(jj) Procedures for Issuance and Amendment of Credits; Automatic Extensions of Letters ofCredit.

(i) Each Credit will be issued or amended, as the case may be, upon the request of theAdministrative Borrower, on behalf of the Borrowers, delivered to the applicable designated L/C Issuer (with acopy to Administrative Agent) in the form of an L/C Application, appropriately completed and

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signed by a Responsible Officer of the Administrative Borrower. Such L/C Application must be received by theL/C Issuer and Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date andtime as may be agreed to by each of Administrative Agent and the L/C Issuer, each in its sole discretion) prior tothe proposed issuance date or date of amendment, as the case may be. In the case of a request for an initialissuance of a Credit, such L/C Application will specify in form and detail satisfactory to the L/C Issuer (A) theproposed issuance date of the requested Credit (which will be a Business Day), (B) the amount thereof, (C) theexpiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented bysuch beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by suchbeneficiary in case of any drawing thereunder, (G) the requested Alternative Currency, if not in Dollars and (H)such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstandingCredit, such L/C Application will specify in form and detail satisfactory to the L/C Issuer (1) the Credit to beamended, (2) the proposed date of the amendment thereof (which will be a Business Day), (3) the nature of theproposed amendment and (4) such other matters as the L/C Issuer may require. Additionally, the AdministrativeBorrower, on behalf of the Borrowers, will furnish to the L/C Issuer and Administrative Agent such otherdocuments and information pertaining to such requested Credit issuance or amendment, including any IssuerDocuments, as the L/C Issuer or Administrative Agent may require.

(ii) Promptly after receipt of any L/C Application at the address provided pursuant toSection 10.02 for receiving L/C Applications and related correspondence, the applicable designated L/C Issuerwill confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received acopy of such L/C Application from the Administrative Borrower, on behalf of the Borrowers, and, if not, the L/CIssuer will provide Administrative Agent with a copy thereof ( provided that such confirmation will not berequired if the L/C Issuer and Administrative Agent are the same Person). Unless the L/C Issuer has receivedwritten notice from any Lender, Administrative Agent or any Loan Party at least one Business Day prior to therequested date of issuance or amendment of the applicable Credit that one or more applicable conditions inArticle IV will not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer will, on therequested date, issue the Credit requested by the Administrative Borrower, on behalf of the Borrowers, or enterinto the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual andcustomary business practices.

Immediately upon the issuance of each Credit, each Lender will be deemed to, and hereby irrevocablyand unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Credit equal to suchLender’s Percentage Share multiplied by the face amount of such Credit.

(iii) Promptly after its delivery of any Credit or any amendment to a Credit to an advisingbank with respect thereto or to the beneficiary thereof, the applicable designated L/C Issuer will also deliver tothe Administrative Borrower, on behalf of the Borrowers, and Administrative Agent a true and complete copy ofsuch Credit or amendment.

(iv) If the Administrative Borrower, on behalf of the Borrowers, specifically requests in anyapplicable L/C Application, the applicable designated L/C Issuer may issue an Automatic Extension Letter ofCredit. Unless otherwise directed by the L/C Issuer, the Borrowers will not be required to make a specificrequest to the L/C Issuer for any such extension. Once an Automatic Extension Letter of Credit has been issued,the Lenders will be deemed to have authorized (but may not require) the L/C Issuer to permit the extension ofsuch Automatic Extension Letter of Credit at any time to an expiry date not later than the L/C Expiration Date;provided that the L/C Issuer will not permit any such extension if (A) the L/C Issuer has determined that itwould not be permitted, or would have no obligation, at such time to issue such Automatic Extension Letter ofCredit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.04(a) orotherwise), or (B) the L/C Issuer has received notice (which may be by telephone or in writing) on or before theday that is thirty days before any date provided for in

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such Automatic Extension Letter of Credit as the last day by which notice of the non-extension thereof must begiven (1) from Administrative Agent that Required Lenders have elected not to permit such extension, or (2)from Administrative Agent, any Lender or the Administrative Borrower, on behalf of the Borrowers, that one ormore of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directingthe L/C Issuer not to permit such extension.

(kk) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Credit of any drawing under such Credit (orany notice thereof), the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf ofthe Borrowers, and Administrative Agent thereof. If the L/C Issuer will make any payment in respect of aCredit, the Borrowers will reimburse the L/C Issuer the amount of such payment not later than 1:00 p.m. on therelated Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, ofsuch payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by theAdministrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the BusinessDay immediately following the day that the Administrative Borrower receives such notice. If the Borrowers failto so reimburse the L/C Issuer, then Administrative Agent will promptly notify each Lender of the related HonorDate, the Unreimbursed Amount and the amount of such Lender’s Percentage Share of such UnreimbursedAmount. In such event, the Borrowers will be deemed to have requested a Revolving Credit Borrowingconsisting of Base Rate Loans to be disbursed on such Honor Date in an amount equal to such UnreimbursedAmount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount ofBase Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CreditCommitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any noticegiven by the L/C Issuer or Administrative Agent pursuant to this Section 2.04(c)(i) may be given by telephone ifimmediately confirmed in writing; provided that the lack of such an immediate confirmation will not affect theconclusiveness or binding effect of such notice.

(ii) Each Lender will, upon receipt of any notice pursuant to Section 2.04(c)(i) , make fundsavailable (and Administrative Agent may apply Cash Collateral provided for this purpose) for the account of theapplicable designated L/C Issuer at Administrative Agent’s Office in an amount equal to such Lender’sPercentage Share multiplied by the Unreimbursed Amount not later than 1:00 p.m. on the Business Dayspecified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii) ,each Lender that so makes funds available will be deemed to have made a Revolving Credit Loan that is a BaseRate Loan to the Borrowers in such amount on the Honor Date. Administrative Agent will remit the funds soreceived to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a RevolvingCredit Borrowing pursuant to Section 2.04(c)(ii) , whether because each of the conditions (other than thedelivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwise, the Borrowers will bedeemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in theamount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will be due and payable ondemand (together with interest) and will bear interest at the Default Rate. In such event, each Lender’s paymentto Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii) will be deemedpayment in respect of its participation in such L/C Borrowing and will constitute an L/C Advance from suchLender in satisfaction of its participation obligation under this Section 2.04 .

(iv) Until each Lender funds its Revolving Credit Loan or L/C Advance pursuant to thisSection 2.04(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Credit,interest in respect of the amount of such Lender’s Percentage Share of such amount will be solely for theaccount of the L/C Issuer.

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(v) Each Lender’s obligation to make Revolving Credit Loans or L/C Advances to

reimburse each L/C Issuer for amounts drawn under all Credits issued by it, as contemplated by this Section2.04(c) , will be absolute and unconditional and will not be affected by any circumstance, including (A) anysetoff, counterclaim, recoupment, defense or other right that such Lender may have against the L/C Issuer, theBorrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default orEvent of Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;provided that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) issubject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalfof the Borrowers, of a Loan Notice). No such making of an L/C Advance will relieve or otherwise impair theobligation of the Borrowers to reimburse each L/C Issuer for the amount of any payment made by the L/C Issuerunder any Credit, together with interest as provided herein.

(vi) If any Lender fails to make available to Administrative Agent for the account of anyL/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section2.04(c) by the time specified in Section 2.04(c)(ii) , then, without limiting the other provisions of thisAgreement, the L/C Issuer will be entitled to recover from such Lender (acting through Administrative Agent),on demand, such amount with interest thereon for the period from the date such payment is required to the dateon which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of theFederal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules oninterbank compensation, plus any administrative, processing or similar fees customarily charged by the L/CIssuer in connection with the foregoing. A certificate of L/C Issuer submitted to any Lender (throughAdministrative Agent) with respect to any amounts owing under this clause (vi) will be conclusive absentmanifest error.

(ll) Repayment of Participations.

(i) If, at any time after any applicable designated L/C Issuer has made a payment under anyCredit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordancewith Section 2.04(c) , Administrative Agent receives for the account of the L/C Issuer any payment in respect ofthe related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise,including proceeds of Cash Collateral applied thereto by Administrative Agent), Administrative Agent willdistribute to such Lender an amount that equals its Percentage Share thereof (appropriately adjusted, in the caseof interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) inthe same funds as those received by Administrative Agent.

(ii) If any payment received by Administrative Agent for the account of any L/C Issuerpursuant to Section 2.04(c)(i) is required to be returned under any of the circumstances described in Section10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender will payto Administrative Agent for the account of the L/C Issuer an amount equal to its Percentage Share thereof on thedemand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount isreturned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. Theobligations of Lenders under this clause will survive the payment in full of the Obligations and the terminationof this Agreement.

(mm) Obligations Absolute. The obligation of the Borrowers to reimburse each L/C Issuer for eachdrawing under each Credit issued by such L/C Issuer and to repay each L/C Borrowing is absolute,unconditional and irrevocable and will be paid strictly in accordance with the terms of this Agreement under allcircumstances, including the following:

(i) any lack of validity or enforceability of such Credit, this Agreement, or any other

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Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that theBorrowers, or any of them, or any other Loan Party may have at any time against any beneficiary or anytransferee of such Credit (or any Person for whom any such beneficiary or any such transferee may be acting),the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplatedhereby or by such Credit or any agreement or instrument relating thereto, or any unrelated transaction (includingany underlying transaction between the Borrowers or any other Loan Party or any of their respectiveSubsidiaries and the beneficiary for which any Credit was procured);

(iii) any draft, demand, certificate or other document presented under such Credit proving tobe forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate inany respect;

(iv) any loss or delay in the transmission or otherwise of any document required in order tomake a drawing under such Credit;

(v) any payment by the L/C Issuer under such Credit against presentation of a draft orcertificate that does not strictly comply with the terms of such Credit;

(vi) any adverse change in the business, operations, properties, assets, condition (financial orotherwise) or prospects of the Borrowers, individually or taken as a whole, any other Loan Party, or any of its ortheir Subsidiaries;

(vii) the fact that a Default or Event of Default will have occurred and be continuing;

(viii) any payment made by the L/C Issuer under such Credit to any Person purporting to be atrustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or otherrepresentative of or successor to any beneficiary or any transferee of such Credit, including any arising inconnection with any proceeding under any Bankruptcy Law;

(ix) any adverse change in the relevant exchange rates or in the availability of the relevantAlternative Currency to the Borrowers or in the relevant currency markets generally; or

(x) any other circumstance or happening whatsoever, whether or not similar to any of theforegoing, including any other circumstance that might otherwise constitute a defense available to, or adischarge of, the Borrowers, or any of them, or any other Loan Party.

The Administrative Borrower will promptly examine a copy of each Credit and each amendment theretothat is delivered to it and will notify the applicable designated L/C Issuer in writing of any claim ofnoncompliance with the Administrative Borrower’s instructions or other irregularity. Each Borrower will beconclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless suchBorrower (or the Administrative Borrower on behalf of such Borrower) will have given written notice thereof tothe L/C Issuer within three Business Days of the L/C issuer’s delivery to Administrative Borrower of a copy ofthe Credit or amendment thereto, as applicable.

(nn) Role of L/C Issuers. Each Lender and the Borrowers agree that, in paying any drawing undera Credit, no L/C Issuer will have any responsibility to obtain any document (other than any sight draft,certificates and documents expressly required by any Credit issued, or requested to be issued, by it) or toascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executingor delivering any such document. Neither any L/C Issuer, nor Administrative Agent any of their

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respective Related Parties and any correspondent, participant or assignee of any L/C Issuer will be liable to anyLender for: (i) any action taken or not taken, at the request or with the approval of Lenders or Required Lenders,as applicable, in connection with a Letter of Credit or any Issuer Document; (ii) in the absence of grossnegligence or willful misconduct of any L/C Issuer under the circumstances in question, as determined in a final,nonappealable judgment by a court of competent jurisdiction, any action taken or not taken in connection with aCredit or any Issuer Document; or (iii) the due execution, effectiveness, validity or enforceability of anydocument related to any Letter of Credit or Issuer Document. As between the Borrowers and any L/C Issuer, theBorrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its useof any Credit issued by such L/C Issuer; provided that this assumption is not intended to, and will not, precludethe Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at lawor under any other agreement. Neither any L/C Issuer, nor Administrative Agent or any of their respectiveRelated Parties or any correspondent, participant or assignee of any L/C Issuer will be liable or responsible forany of the matters described in clauses (i) through (v) of Section 2.04(e) ; provided that, notwithstandinganything to the contrary contained in such clauses, the Borrowers may have a claim against a L/C Issuer, and theL/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed toconsequential or exemplary, damages suffered by the Borrowers that the Borrowers prove were caused by theL/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Creditissued by it after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying withthe terms and conditions of a Credit, as determined by a court of competent jurisdiction by final andnonappealable judgment. In furtherance and not in limitation of the foregoing, a L/C Issuer may acceptdocuments that appear on their face to be in order, without responsibility for further investigation, regardless ofany notice or information to the contrary, and no L/C Issuer will be responsible for the validity or sufficiency ofany document transferring or assigning or purporting to transfer or assign a Credit or the rights or benefitsthereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason.

(oo) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicabledesignated L/C Issuer and the Administrative Borrower, on behalf of the Borrowers, when a Credit is issued(including any such agreement applicable to an existing Credit listed on Schedule 2.01) , (i) the rules of the ISPand Article 5 of the UCC will apply to each Credit (other than commercial Credits); provided that in the event ofa conflict between applicable provisions of the ISP and Article 5 of the UCC, the ISP will govern and (ii) therules of the UCP and Article 5 of the UCC will apply to each commercial Credit, provided that in the event of aconflict between applicable provisions of the UCP and Article 5 of the UCC, the UCP will govern.

(pp) L/C Fees. The Borrowers will pay to Administrative Agent for the account of each Lender inaccordance with its Percentage Share a fee (the “ L/C Fee ” ) equal to (i) for each Credit (other thanPerformance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loansmultiplied by the actual daily amount available to be drawn under such Credit, (ii) for each Performance Credit,66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual dailyamount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Credit; provided, however,any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit as to whichsuch Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuerpursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the otherLenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Creditpursuant to Section 3.07(a)(iv) , with the balance of such fee, if any, payable to the L/C Issuer for its ownaccount. For purposes of computing the actual daily amount available to be drawn under all Credit, the amountof each Credit will be determined in accordance with Section 1.02(j) . L/C Fees will be: (i) computed on aquarterly basis in arrears; and (ii) due and payable

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on the last Business Day of each March, June, September and December (in each case for the calendar quarterthen ending), commencing with the first such date to occur after the issuance of such Credit, on the L/CExpiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, thenthe actual daily amount available to be drawn under all Letters of Credit will be computed and multiplied by theApplicable Rate separately for each period during such quarter that such Applicable Rate was ineffect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, uponwritten notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Feeswill accrue at the Default Rate.

(qq) Fees of L/C Issuers. The Borrowers will pay directly to each L/C Issuer for its own accountan issuance fee equal to (i) 0.125% of the face amount of each Credit (other than commercial Credits) and (ii)0.25% of the face amount of each commercial Credit issued by L/C Issuer under this Section 2.04 , whichissuance fee will be due and payable upon issuance of each applicable Letter of Credit. In addition, theBorrowers will pay each L/C Issuer for its own account the L/C Issuer’s customary documentation fees,including in respect of any amendments, transfers, modifications, extensions, renewals and draws, as applicable,of or on each Credit issued by the L/C Issuer under this Section 2.04 .

(rr) Conflict with Issuer Documents. If a conflict exists between the terms hereof and the termsof any Issuer Document, the terms hereof will control.

(ss) Letters of Credit for the benefit of Joint Ventures. The Borrowers may request, and anyL/C Issuer may, in its sole discretion agree, that Letters of Credit be issued for the benefit of Joint Ventures ofthe Borrowers (each a “ JV Letter of Credit ”); provided , that (i) the amount of each such JV Letter of Credit forall purposes hereunder (including for purposes of calculating (A) the Outstanding Amount of L/C Obligations,(B) reimbursement obligations of the Borrowers and the Lenders, (C) L/C Fees and Revolving CreditCommitment Fees, (D) the face amount of any Performance Credit, and (E) Consolidated Total Funded Debt)shall be equal to the portion (as agreed to by the Borrowers and the applicable L/C Issuer, in its sole discretion,and reported to the Administrative Agent in accordance with the provisions of this clause (k)) of the face amountof such JV Letter of Credit that is recourse to the Borrowers (the “ JV Letter of Credit Face Amount ”), (ii) eachsuch JV Letter of Credit shall be issued pursuant to, and governed by, terms and documentation that areacceptable to the applicable L/C Issuer and the Administrative Agent, in their sole discretion, (iii) the L/CApplication delivered in accordance with Section 2.04(b)(i) shall include, in addition to the information requiredpursuant to such section, (A) the name of the Joint Venture and (B) the JV Letter of Credit Face Amount and (iv)other than as set forth in this clause (k), such JV Letter of Credit shall be in compliance with the provisionscontained in this Section 2.04.

SECTION 2.05. SWING LINE LOANS.

(tt) The Swing Line. Upon the terms, subject to the conditions and in reliance upon therepresentations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreementand in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.05 , SwingLine Lender may in its sole discretion make loans (each such loan, a “ SwingLineLoan” ) in immediatelyavailable funds denominated in Dollars to the Borrowers on a revolving basis from time to time on any BusinessDay from the Closing Date through the tenth Business Day immediately preceding the last day of theAvailability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing LineSublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Percentage Share ofthe Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing LineLender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that, after givingeffect to any Swing Line Loan: (i) the Total Revolving Credit Outstandings will not exceed the AggregateRevolving Credit Commitments; and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans ofany Lender (other than Swing Line Lender in such

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capacity), plus such Lender’s Percentage Share of the Outstanding Amount of all L/C Obligations, plus suchother Lender’s Percentage Share of the Outstanding Amount of all Swing Line Loans will not exceed suchLender’s Revolving Credit Commitment. Each Swing Line Loan will be a Base Rate Loan. Immediately uponthe making of a Swing Line Loan, each Lender will be deemed to, and hereby irrevocably and unconditionallyagrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an amount equal tosuch Lender’s Percentage Share multiplied by the amount of such Swing Line Loan.

(uu) Swing Line Borrowing Procedures. Each Swing Line Borrowing will be made upon theAdministrative Borrower’s irrevocable notice, on behalf of the Borrowers, to Swing Line Lender andAdministrative Agent, which may, subject to the provisions of Section 10.02(b) and Section 10.02(d) , be givenby telephone or by approved electronic communication. Each such notice must be received by Swing LineLender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and must specify: (i)the amount to be borrowed, which will be a minimum of $500,000; and (ii) the requested borrowing date, whichmust be a Business Day. Each such telephonic notice or notice by electronic communication must be confirmedpromptly by delivery to Swing Line Lender and Administrative Agent of a separate written Swing Line LoanNotice, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptlyafter receipt by Swing Line Lender of any telephonic or electronic communication Swing Line Loan Notice,Swing Line Lender will confirm with Administrative Agent (by telephone or in writing, including by electroniccommunication) that Administrative Agent has also received such Swing Line Loan Notice and, if not, SwingLine Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) theSwing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, includingSection 2.05(a) , (B) Swing Line Lender has received notice (by telephone or in writing, including by electroniccommunication) from Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on thedate of the proposed Swing Line Borrowing (1) directing Swing Line Lender not to make such Swing Line Loanas a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a) , or (2) that at leastone of the applicable conditions specified in Article IV is not then satisfied, or (C) any Lender is then in defaultof its obligations to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cashcollateral or other credit support satisfactory to Swing Line Lender has been pledged or otherwise provided toSwing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Borrowing or SwingLine Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing LineLender’s risk with respect to such Defaulting Lender, then, subject to the terms and conditions hereof, SwingLine Lender will, not later than 3:00 p.m. on the borrowing date specified in the related Swing Line LoanNotice, make the amount of its Swing Line Loan available to the Borrowers at its office by crediting the accountof the Borrowers on the books of Swing Line Lender in immediately available funds. Notwithstanding theforegoing, Swing Line Lender will not be obligated to make a Swing Line Loan to refinance an outstandingSwing Line Loan. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used inconnection with the Swing Line in its discretion and without affecting any of the obligations of Lendershereunder other than notifying Administrative Agent of a Swing Line Loan Notice.

(vv) Refinancing of Swing Line Loans.

(i) Swing Line Lender at any time in its sole and absolute discretion may request, on behalfof the Borrowers (which hereby irrevocably authorizes Swing Line Lender to so request on its behalf), that eachLender make a Revolving Credit Loan that is a Base Rate Loan in an amount equal to such Lender’s PercentageShare of the then aggregate Outstanding Amount of Swing Line Loans. Such request will be made in writing(which written request will be deemed to be a Loan Notice for purposes hereof) and in accordance with therequirements of Section 2.03 , without regard to the minimum and multiples specified therein for the principalamount of Base Rate Loans, but subject to the unutilized portion

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of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 . Swing LineLender will furnish the Administrative Borrower, on behalf of the Borrowers, with a copy of the applicable LoanNotice promptly after delivering such notice to Administrative Agent. Each Lender will make an amount equalto its Percentage Share multiplied by the aggregate amount of the requested Revolving Credit Loans specified insuch Loan Notice available to Administrative Agent in immediately available funds (and Administrative Agentmay apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of SwingLine Lender at Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice,whereupon, subject to Section 2.05(c)(ii) , each Lender that so makes funds available will be deemed to havemade a Revolving Credit Loan that is a Base Rate Loan to the Borrowers in such amount. Administrative Agentwill promptly remit the funds so received to Swing Line Lender.

(ii) If for any reason the outstanding amount of all Swing Line Loans cannot be refinancedby such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i) , then the request for RevolvingCredit Loans that are Base Rate Loans submitted by Swing Line Lender as set forth herein will be deemed to bea request by Swing Line Lender that each Lender fund its risk participation in the relevant Swing Line Loan andeach Lender’s payment to Administrative Agent for the account of Swing Line Lender pursuant to Section2.05(c)(i) will be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to Administrative Agent for the account of SwingLine Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section2.05(c) by the time specified in Section 2.05(c)(i) , Swing Line Lender will be entitled to recover from suchLender (acting through Administrative Agent), on demand, such amount with interest thereon for the periodfrom the date such payment is required to the date on which such payment is immediately available to SwingLine Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by SwingLine Lender in accordance with banking industry rules on interbank compensation, plus any administrative,processing or similar fees customarily charged by Swing Line Lender in connection with the foregoing. Acertificate of Swing Line Lender submitted to any Lender (through Administrative Agent) with respect to anyamounts owing under this clause (iii) will be conclusive absent manifest error.

(iv) Each Lender’s obligation to make Revolving Credit Loans or to purchase and fund riskparticipations in Swing Line Loans pursuant to this Section 2.05(c) will be absolute and unconditional and willnot be affected by any circumstance, including: (A) any setoff, counterclaim, recoupment, defense or other rightthat such Lender may have against Swing Line Lender, any Borrower or any other Person for any reasonwhatsoever; (B) the occurrence or continuance of a Default or Event of Default; or (C) any other occurrence,event or condition, whether or not similar to any of the foregoing; provided that each Lender’s obligation tomake Revolving Credit Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section4.02 . No such funding of risk participations will relieve or otherwise impair the obligation of the Borrowers torepay Swing Line Loans together with interest as provided herein.

(ww) Repayment of Participations.

(i) If, at any time after any Lender has purchased and funded a risk participation in a SwingLine Loan, Swing Line Lender receives any payment on account of such Swing Line Loan, then Swing LineLender will distribute to such Lender an amount equal to its Percentage Share multiplied by such payment(appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’srisk participation was funded) in the same funds as those received by Swing Line Lender.

(ii) If any payment received by Swing Line Lender in respect of principal or interest on anySwing Line Loan is required to be returned by Swing Line Lender under any of the circumstances

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described in Section 10.05 (including pursuant to any settlement entered into by Swing Line Lender in itsdiscretion), each Lender will pay to Swing Line Lender an amount equal to its Percentage Share multiplied bythe amount to be returned on demand of Administrative Agent, plus interest thereon from the date of suchdemand to the date such amount is returned, at a rate per annum equal to the Federal FundsRate. Administrative Agent will make such demand upon the request of Swing Line Lender. The obligations ofLenders under this clause will survive the payment in full of the Obligations and the termination of thisAgreement.

(xx) Interest for Account of Swing Line Lender. Swing Line Lender will be responsible forinvoicing the Borrowers for interest on Swing Line Loans. Until each Lender funds its Revolving Credit Loanthat is a Base Rate Loan or risk participation pursuant to this Section 2.05 to refinance such Lender’s PercentageShare of any Swing Line Loan, interest in respect of such proportionate share will be solely for the account ofSwing Line Lender.

(yy) Payments Directly to Swing Line Lender. The Borrowers will make all payments ofprincipal and interest in respect of Swing Line Loans directly to Swing Line Lender.

(zz) Cash Sweep Agreements . In addition to making Swing Line Loans pursuant to the foregoingprovisions of this Section 2.05 , without the requirement for a Swing Line Loan Notice from the AdministrativeBorrower, or a confirmation or a notice by the Swing Line Lender with or to the Administrative Agent regardinga Swing Line Loan Notice, pursuant to subsection 2.05(b) , the Swing Line Lender may make Swing LineLoans to the Borrowers in accordance with the provisions of any agreements between the Borrowers and theSwing Line Lender relating to the Borrowers’ deposit, sweep and other accounts at the Swing Line Lender andrelated arrangements and agreements regarding the management and investment of the Borrowers’ cash assets asin effect from time to time (the “ CashSweepAgreements”) to the extent by which the daily aggregate balanceavailable for immediate withdrawal from the Borrowers’ accounts which are subject to the provisions of theCash Sweep Agreements is less than the target for such aggregate balance agreed from time to time by theSwing Line Lender and one or more Borrowers. Swing Line Loans made pursuant to this subsection 2.05(g) inaccordance with the provisions of the Cash Sweep Agreements shall (i) be subject to the limitations as toaggregate amount set forth in subsection 2.05(a) , (ii) not be subject to the limitations as to individual amountset forth in subsection 2.05(b) , (iii) be payable by the applicable Borrower, both as to principal and interest, atthe times set forth in the Cash Sweep Agreements (but in no event later than the Revolving Credit MaturityDate), and (iv) except as provided in the foregoing subsections (i) through (iii) and the first and last sentences ofthis subsection 2.05(g) , be subject to all of the terms and conditions of this Agreement applicable to Swing LineLoans (including the terms and conditions contained in this Section 2.05 ). If a Swing Line Loan is madepursuant to this subsection 2.05(g) in accordance with the provisions of the Cash Sweep Agreements and suchSwing Line Loan is not repaid by the applicable Borrower in accordance with such provisions, each Lender willbe deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a riskparticipation in such Swing Line Loan in an amount equal to such Lender’s Percentage Share multiplied by theamount of such Swing Line Loan and the Swing Line Lender shall promptly notify the Administrative Agent (bytelephone or in writing) of the details of such Swing Line Loan.

SECTION 2.06. PAYMENTS AND PREPAYMENTS.

(aaa) Payments of the Swing Line Loans. Subject to the other terms and provisions of thisAgreement, including Section 2.08 and the acceleration of the Obligations outstanding hereunder and under theother Loan Documents following the occurrence of an Event of Default pursuant to Section 8.03 , the Borrowerswill repay each Swing Line Loan on the tenth Business Day following the Borrowing thereof. In addition to therepayment of Swing Line Loans pursuant to the foregoing sentence and subsection

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2.13(a)(i) , the Borrowers may repay a Swing Line Loan made pursuant to subsection 2.05(g) in accordancewith the provisions of the Cash Sweep Agreements concerning the manner, time, application and place ofpayment for such Swing Line Loan.

(bbb) Voluntary Prepayments.

(i) The Borrowers may, upon notice to Administrative Agent, from the AdministrativeBorrower on behalf of the Borrowers, at any time or from time to time voluntarily prepay Revolving CreditLoans in whole or in part without premium or penalty; provided that: (A) such notice must be received byAdministrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment ofRevolving Credit Loans that are Eurodollar Rate Loans and (2) one Business Day prior to any date ofprepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving CreditLoans that are Eurodollar Rate Loans will be in a principal amount of $2,000,000 or a whole multiple of$500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a wholemultiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Eachsuch notice will specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans tobe prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice and of theamount of such Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then theBorrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and thepayment amount specified in such notice will be due and payable on the date specified therein. Any prepaymentof a Revolving Credit Loan that is a Eurodollar Rate Loan will be accompanied by any additional amountsrequired pursuant to Section 3.05 (including amounts required pursuant to Section 3.05(c) and any foreignexchange losses). Subject to Section 3.07 , each such prepayment will be applied to the Revolving Credit Loansof the Lenders in accordance with their respective Percentage Shares.

(ii) The Borrowers may, upon notice to Swing Line Lender from the AdministrativeBorrower, on behalf of the Borrowers (with a copy to Administrative Agent), at any time or from time to time,voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such noticemust be received by Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the date of theprepayment. Each such notice will specify the date and amount of such prepayment. If the AdministrativeBorrower gives such a notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowerswill make such prepayment and the payment amount specified in such notice will be due and payable on the datespecified therein.

(ccc) Mandatory Prepayments.

(i) If, on any date and for any reason (except for the reason set forth in Section 2.06(c)(iv)), , the Outstanding Amount of L/C Obligations exceeds the L/C Sublimit, the Borrowers will immediately (andin any event within three Business Days thereof) Cash Collateralize the Outstanding Amount of such L/CObligations in an amount equal to such excess.

(ii) If, on any date the Total Revolving Credit Outstandings, less the amount of L/CObligations Cash Collateralized, exceeds the Aggregate Revolving Credit Commitments then in effect, includingafter giving effect to any reduction of the Aggregate Revolving Credit Commitments pursuant to Section 2.07 ,the Borrowers will immediately (and in any event within three Business Days thereof), and without notice ordemand, prepay the outstanding principal amount of the Revolving Credit Loans and Swing Line Loans and theamount of L/C Borrowings by an amount equal to the applicable excess. Any such prepayment will be applied,first , to any L/C Borrowings, second , to prepay any outstanding Swing Line Loans and third , to prepay anyoutstanding Revolving Credit Loans.

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(iii) If, following any reduction of the Aggregate Revolving Credit Commitments pursuant to

Section 2.07 , the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit (includingas reduced by such reduction), the Borrowers will prepay on the reduction date the Outstanding Amount ofSwing Line Loans by an amount equal to the amount by which such Outstanding Amount exceeds the SwingLine Sublimit.

(iv) If, following any reduction of the Aggregate Revolving Credit Commitments pursuantto Section 2.07 , the Outstanding Amount of L/C Obligations would exceed the L/C Sublimit (including asreduced by such reduction), the Borrowers will Cash Collateralize the Outstanding Amount of such L/CObligations in an amount equal to such excess.

(ddd) Bank Product Obligations Unaffected. Any repayment or prepayment made pursuantto this Section 2.06 shall not affect a Borrower’s or a Subsidiary’s obligation, if any, to continue to makepayments under any Bank Product, which shall remain in full force and effect notwithstanding suchrepayment or prepayment, subject to the terms of such Bank Product.

SECTION 2.07. TERMINATION OR REDUCTION OF AGGREGATE REVOLVING CREDITCOMMITMENTS.

The Borrowers may, upon notice from the Administrative Borrower, on behalf of the Borrowers, toAdministrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to timepermanently reduce the Aggregate Revolving Credit Commitments; provided that (a) any such notice will beirrevocable and received by Administrative Agent not later than 11:00 a.m. three Business Days prior to therequested effective date of such termination or reduction; (b) any such partial reduction will be in an aggregateamount of $25,000,000 or any whole multiple of $5,000,000 in excess thereof; (c) the Borrowers will notterminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to anyconcurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the AggregateRevolving Credit Commitments; and (d) if, after giving effect to any reduction of the Aggregate RevolvingCredit Commitments, the L/C Sublimit or the Swing Line Sublimit exceeds the amount of the AggregateRevolving Credit Commitments, such sublimit(s) will be automatically reduced by the amount of suchexcess. Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction ofthe Aggregate Commitments. Any reduction of the Aggregate Revolving Credit Commitments will be appliedto the commitment of each Lender according to its Percentage Share thereof. All Revolving Credit CommitmentFees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments will bepaid on the effective date of such termination. SECTION 2.08. FINAL REPAYMENT OF REVOLVING CREDIT LOANS AND SWING LOANS.

On the Revolving Credit Maturity Date, the Borrowers will repay (i) to Lenders in full the aggregateOutstanding Amount of all Revolving Credit Loans and (ii) to Swing Line Lender in full the aggregateOutstanding Amount of all Swing Line Loans, and in each case all accrued and unpaid interest thereon.

SECTION 2.09. INTEREST; APPLICABLE RATES.

(eee) Interest Generally. Subject to the provisions of Section 2.09(b) , (i) each Eurodollar Rate Loanwill bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equalto the Eurodollar Rate for such Interest Period plus the Applicable Rate and (ii) each Base Rate Loan (includingeach Swing Line Loan) will bear interest on the outstanding principal amount thereof from the applicableborrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

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(fff) Default Rate.

(i) If an Event of Default under Section 8.01(a) occurs as a result of the Borrowers’ failureto timely make any payment of the Obligations when due and payable under this Agreement or any of the otherLoan Documents (after giving effect to any applicable cure period) and is continuing or under Section 8.01(f)occurs and is continuing, then, without limitation of and in addition to clause (ii) of this Section 2.09(b) , theentire principal amount of the Obligations (except for undrawn Credits) will thereafter, from the date such Eventof Default occurred and continuing until the related Event of Default has been cured or waived in accordancewith Section 10.01 of this Agreement, without any required notice from Lenders or Administrative Agent, bearinterest at a fluctuating rate per annum at all times equal to the Default Rate, to the fullest extent permitted byapplicable Laws.

(ii) If any Event of Default occurs, then, without limitation of and in addition to clause (i) ofthis Section 2.09(b) , upon written notice to the Borrowers from Required Lenders (or from AdministrativeAgent at the direction of Required Lenders), the outstanding Obligations under this Agreement and the otherLoan Documents will, effective as of the date of delivery of such written notice to the Administrative Borrower,on behalf of the Borrowers, and continuing until the related Event of Default has been cured or waived inaccordance with Section 10.01 , will bear interest at a fluctuating rate per annum at all times equal to the DefaultRate, to the fullest extent permitted by applicable Laws.

(iii) Accrued and unpaid interest on past due amounts (including interest on past due interest)will be due and payable upon demand.

(ggg) Payment Dates; Accrual of Interest. Interest on each Loan will be due and payable in arrearson each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interesthereunder will be due and payable in accordance with the terms hereof both before and after judgment, and bothbefore and after the commencement of any proceeding under any Bankruptcy Law.

(hhh) Increases and Decreases of Applicable Rates. Any increase or decrease in any ApplicableRate resulting from a change in the Consolidated Leverage Ratio will become effective as of the date that is theearlier of (i) the last date by which the Borrowers are otherwise required to deliver a Compliance Certificate inaccordance with Section 6.01(c) for given period (each such date, a “ calculationdate” ) and (ii) the date that istwo Business Days after the date on which the Administrative Borrower, on behalf of the Borrowers, actuallydelivers a Compliance Certificate in accordance with Section 6.01(c) for a given period. Notwithstanding theforegoing, the Applicable Rates in effect from the Closing Third Amendment Effective Date to the date that istwo Business Days following receipt by Administrative Agent of a timely delivered Compliance Certificate withrespect to the Fiscal Period ending June 30, 2014 2017 (the “ InitialApplicableRates”) shall be based on theTier IV the greater of (a) the applicable pricing level based on the Compliance Certificate delivered inaccordance with Section 6.01(c) for any applicable period or (b) Tier III as indicated on the grid set forth inthe definition of “Applicable Rate”. If any Compliance Certificate required to be delivered in accordance withSection 6.01(c) is not delivered to Administrative Agent on or before the related calculation date, then the levelscorresponding to Tier 1 as indicated on the grid set forth in the definition of “Applicable Rate” will apply,effective on the related calculation date until two Business Days after such Compliance Certificate is actuallyreceived by Administrative Agent.

Notwithstanding the foregoing and for the avoidance of doubt, if, for any period and for any reason, theactual Consolidated Leverage Ratio, as determined by Administrative Borrower in good faith and consented toby the Administrative Agent (such consent not to be unreasonably withheld), is higher than that reported in therelated Compliance Certificate delivered for such period, then the Borrowers will

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immediately, without the requirement of notice or demand from any Person, pay to Lending Parties an amountequal to the excess of (A) the amount of interest or fees that would have accrued had the Applicable Rates forsuch period been based upon the actual Consolidated Leverage Ratio for such period rather than theConsolidated Leverage Ratio reported in the Compliance Certificate delivered for such period over (B) theamount of interest or fees that was actually paid by the Borrowers based upon the Consolidated Leverage Ratioreported in the Compliance Certificate delivered for such period. The foregoing will in no way limit the rightsof Administrative Agent to impose the Default Rate of interest pursuant to Section 2.09(b) or to exercise anyother remedy available at law or as provided hereunder or under any of the other Loan Documents.

SECTION 2.10. FEES.

In addition to certain fees described in subsections (h) and (i) of Section 2.04 :

(iii) Revolving Credit Facility Commitment Fee. The Borrowers will pay to Administrative Agentfor the account of each Lender in accordance with its Percentage Share, a commitment fee (the “ RevolvingCredit CommitmentFee” ) equal to the Applicable Rate multiplied by the actual daily amount by which theAggregate Revolving Credit Commitments exceed the sum of the Total Revolving Credit Outstandings (less theOutstanding Amount of Swing Line Loans) for each such day, subject to adjustment as provided in Section 3.07; provided that, if any Compliance Certificate required to be delivered in accordance with Section 6.01(c) is notdelivered to Administrative Agent on or before the related calculation date, then the levels corresponding to Tier1 as indicated on the grid set forth in the definition of “Applicable Rate” will apply, effective on the relatedcalculation date until two Business Days after such Compliance Certificate is actually received byAdministrative Agent. The Revolving Credit Commitment Fee will accrue at all times during the AvailabilityPeriod, including at any time during which one or more of the conditions in Article IV is not met, and will bedue and payable quarterly in arrears on the last Business Day of each March, June, September and December,commencing with the first such date to occur after the Closing Date, and on the Revolving Credit MaturityDate. The Revolving Credit Commitment Fee will be calculated quarterly in arrears, and if there is any changein the Applicable Rate during any quarter, the actual daily amount will be computed and multiplied by theApplicable Rate separately for each period during such quarter that such Applicable Rate was ineffect. Notwithstanding anything to the contrary contained in this clause (a), the determination of the ApplicableRate for any period and at anytime any time will be subject to the provisions of Section 2.09(d) .

(jjj) Administrative Agent’s, L/C Issuer’s and Arranger’s Fees. The Borrowers will pay suchfees as are specified as owing to such Persons in the Fee Letters.

SECTION 2.11. COMPUTATIONS OF INTEREST AND FEES.

All computations of interest for Base Rate Loans based on the Prime Rate will be made on the basis of ayear of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of interest and feeshereunder will be made on the basis of a year of 360 days and actual days elapsed (which results in more interestbeing paid than if computed on the basis of a year of 365 or 366 days, as applicable), or, in the case of interest inrespect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing,in accordance with such market practice. Interest will accrue on each Loan for the day on which the Loan ismade, and will not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion ispaid, provided that any Loan that is repaid on the same day on which it is made will, subject to Section 2.13(a) ,bear interest for one day. Each determination by Administrative Agent of an interest rate or fee hereunder willbe conclusive and binding for all purposes, absent manifest error. Without limitation of the foregoing, incomputing the interest on any Eurodollar Rate Loan

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denominated in an Alternative Currency, such Loan will have added to it the U.K. Regulatory Cost, if any,associated with such Loan.

SECTION 2.12. EVIDENCE OF INDEBTEDNESS.

(kkk) Evidence of Payments. The Credit Extensions made by each Lender will be evidenced by oneor more accounts or records maintained by such Lender and by Administrative Agent in the ordinary course ofbusiness, including the Register as described in Section 10.06(c) . The accounts or records maintained byAdministrative Agent and each Lender will be conclusive absent manifest error of the amount of the CreditExtensions made by Lenders to the Borrowers and the interest and payments thereon. Any failure to so record orany error in doing so will not, however, limit or otherwise affect the obligation of the Borrowers hereunder topay any amount owing with respect to the Obligations. If any conflict exists between the accounts and recordsmaintained by any Lender and the accounts and records of Administrative Agent in respect of such matters, theaccounts and records of Administrative Agent will control in the absence of manifest error. Upon the request ofany Lender made through Administrative Agent, the Borrowers will execute and deliver to such Lender (throughAdministrative Agent) a Note, which will evidence such Lender’s Loans in addition to such accounts orrecords. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable),amount and maturity of its Loans and payments with respect thereto.

(lll) Evidence of Certain Participations. In addition to the accounts and records referred to inSection 2.12(a) , each Lender and Administrative Agent will maintain in accordance with its usual practiceaccounts or records evidencing the purchases and sales by such Lender of participations in Credits and SwingLine Loans. If any conflict exists between the accounts and records maintained by Administrative Agent and theaccounts and records of any Lender in respect of such matters, the accounts and records of Administrative Agentwill control in the absence of manifest error.

SECTION 2.13. PAYMENTS GENERALLY; RIGHT OF ADMINISTRATIVE AGENT TO MAKEDEDUCTIONS AUTOMATICALLY.

(mmm) Payments Generally.

(i) All payments to be made by the Borrowers will be made without condition or deductionfor any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein or underany Cash Sweep Agreement, all payments by the Borrowers hereunder will be made to Administrative Agent,for the account of the respective Lenders to which such payment is owed, at Administrative Agent’s Office inDollars and in immediately available funds not later than (i) 12:00 noon on the date specified herein or (ii) afterthe Applicable Time specified by Administrative Agent in the case of payments in an Alternative Currency, willin each case be deemed received on the next succeeding Business Day and any applicable interest or fee willcontinue to accrue. If, for any reason, any Borrower is prohibited by any requirement of applicable Law frommaking any required payment hereunder in an Alternative Currency, the Borrowers will make such payment inDollars in the Dollar Equivalent of the Alternative Currency payment amount. Administrative Agent willpromptly distribute to each Lender its Percentage Share (or other applicable share as provided herein) of suchpayment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received byAdministrative Agent after 12:00 noon will be deemed received on the next succeeding Business Day and anyapplicable interest or fee will continue to accrue; provided, however, that at the request of Administrative Agent,payments of interest on Eurodollar Rate Loans denominated in an Alternative Currency will be made in theapplicable Alternative Currency in immediately available funds to such account at such bank as AdministrativeAgent may designate to any Borrower, no later than 12:00 noon (local time in the place where such bank islocated) on the due date. If any payment to be made by the Borrowers will come due on a day other than aBusiness

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Day, payment will be made on the next following Business Day, and such extension of time will be reflected incomputing interest or fees, as the case may be.

(ii) The Borrowers hereby authorize Administrative Agent (A) to deduct automatically allprincipal, interest or fees when due hereunder or under any Note from any account of the Borrowers maintainedwith Administrative Agent and (B) if and to the extent any payment of principal, interest or fees under thisAgreement or any Note is not made when due to deduct any such amount from any or all of the accounts of theBorrowers maintained at Administrative Agent. Administrative Agent agrees to provide written notice to theBorrowers of any automatic deduction made pursuant to this Section 2.13(a)(ii) showing in reasonable detail theamounts of such deduction. Each Lender agrees to reimburse the Borrowers based on its applicable PercentageShare for any amounts deducted from such accounts in excess of amount due hereunder and under any otherLoan Documents.

(nnn) Fundings by the Lenders, Payments by the Borrowers and Presumptions byAdministrative Agent.

(i) Unless Administrative Agent will have received notice from a Lender prior to theproposed date of any Borrowing that such Lender will not make available to Administrative Agent suchLender’s share of such Borrowing, Administrative Agent may assume that such Lender has made such shareavailable on such date in accordance with Section 2.03 and may, in reliance upon such assumption, makeavailable to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share ofthe applicable Borrowing available to Administrative Agent, then the applicable Lender, on the one hand, andthe Borrowers, on the other hand, each severally agrees to pay to Administrative Agent forthwith on demandsuch corresponding amount in immediately available funds with interest thereon, for each day from the date suchamount is made available to the Borrowers to the date of payment to Administrative Agent, at (A) in the case ofa payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined byAdministrative Agent in accordance with banking industry rules on interbank compensation, plus anyadministrative, processing or similar fees customarily charged by Administrative Agent in connection with theforegoing; and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable toRevolving Credit Loans that are Base Rate Loans. If the Borrowers and such Lender will pay such interest toAdministrative Agent for the same or an overlapping period, Administrative Agent will promptly remit to theBorrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share ofthe applicable Borrowing to Administrative Agent, then the amount so paid will constitute such Lender’sRevolving Credit Loan included in such Borrowing. Any payment by the Borrowers will be without prejudice toany claim the Borrowers may have against a Lender that will have failed to make such payment toAdministrative Agent.

(ii) Unless Administrative Agent will have received notice from the Borrowers prior to thedate on which any payment is due hereunder to Administrative Agent for the account of the Lenders or any L/CIssuer that the Borrowers will not make such payment, Administrative Agent may assume that the Borrowershave made such payment on such date in accordance herewith and may, in reliance upon such assumption,distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrowershave not in fact made such payment, then the Lenders and the L/C Issuer, as the case may be, each severallyagrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lenders or L/CIssuer, as the case may be, in immediately available funds with interest thereon, for each day from the date suchamount is distributed to it to the date of payment to Administrative Agent, at the greater of the Federal FundsRate and a rate determined by Administrative Agent in accordance with banking industry rules on interbankcompensation. A notice of Administrative Agent to any Lender or the Borrowers (including to theAdministrative Borrowers on behalf of the Borrowers) with respect to any amount owing under this Section2.13(b) will be conclusive, absent manifest error.

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(ooo) Failure to Satisfy Conditions Precedent. Subject to Section 2.04 and Section 2.05 , if any

Lender makes available to Administrative Agent funds for any Loan to be made by such Lender as provided inthe foregoing provisions of this Article II and such funds are not made available to the Borrowers byAdministrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are notsatisfied or waived in accordance with the terms hereof, Administrative Agent will return such funds (in likefunds as received from such Lender) to such Lender, without interest.

(ppp) Obligations of the Lenders are Several and not Joint. The obligations of the Lendershereunder to make Loans, to fund participations in Credits and Swing Line Loans and to make payments underSection 2.13(b)(ii) , Section 10.04(c) and Section 10.05 are several and not joint. The failure of any Lender tomake any Loan, to fund any such participation or to make any payment under Section 2.13(b)(ii) , Section10.04(c) or Section 10.05 on any date required hereunder will not relieve any other Lender of its correspondingobligation to do so on such date, and no Lender will be responsible for the failure of any other Lender to somake its Loan, purchase its participation or to make its payment under Section 2.13(b)(ii) , Section 10.04(c) orSection 10.05 .

(qqq) Funding Sources. Nothing herein will be deemed to obligate any Lender to obtain thefunds for any Loan in any particular place or manner or to constitute a representation by any Lender that it hasobtained or will obtain the funds for any Loan in any particular place or manner. Without limitation of thepreceding sentence, neither Administrative Agent nor any Lender will be required actually to acquire eurodollardeposits to fund or otherwise match fund any Obligation as to which interest accrues at the Eurodollar Rate. Theprovisions of this Section 2.13(e) will apply as if each Lender had match funded any Obligation as to whichinterest is accruing at the Eurodollar Rate by acquiring eurodollar deposits for each Interest Period in the amountof the Eurodollar Rate Loans.

SECTION 2.14. SHARING OF PAYMENTS.

If any Lender will, by exercising any right of setoff or counterclaim or otherwise, obtain payment inrespect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations orin Swing Line Loans held by it, resulting in such Lender receiving payment of a proportion of the aggregateamount of such Loans or participations and accrued interest thereon greater than its Percentage Share (or otherapplicable share as provided herein) thereof as provided herein, then the Lender receiving such greaterproportion will: (a) notify Administrative Agent of such fact; and (b) purchase (for cash at face value)participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,or make such other adjustments as will be equitable, so that the benefit of all such payments will be shared byLenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respectiveLoans and other amounts owing them; provided that: (i) if any such participations or subparticipations arepurchased and all or any portion of the payment giving rise thereto is recovered, such participations orsubparticipations will be rescinded and the purchase price restored to the extent of such recovery, withoutinterest; and (ii) the provisions of this Section 2.14 will not be construed to apply to (A) any payment made byor on behalf of the Borrowers pursuant to and in accordance with the express terms of this Agreement includingthe application of funds arising from the existence of a Defaulting Lender, (B) the application of Cash Collateralprovided for in Section 2.16 , or (C) any payment obtained by a Lender as consideration for the assignment of orsale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to anyassignee or participant, other than an assignment to the any Loan Party or any Affiliate thereof (as to which theprovisions of this Section 2.14 will apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so underapplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may

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exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as ifsuch Lender were a direct creditor of such Loan Party in the amount of such participation.

SECTION 2.15. INCREASE IN AGGREGATE COMMITMENTS AND INCREMENTAL TERMLOANS.

(rrr) Increase in Aggregate Commitments and Incremental Term Loans Generally. So longas the Aggregate Commitments have not previously been voluntarily reduced pursuant to Section 2.07 , andsubject to the further conditions set forth in Section 2.15(c) , upon notice to Administrative Agent by theAdministrative Borrower, on behalf of the Borrowers, at any time after the Closing Date but not less than thirtydays prior to the Revolving Credit Maturity Date, the Borrowers may (i ) incur additional Indebtedness underthis Agreement in the form of one or more new term loan facilities under this Agreement (each, an “Incremental Term Loan ”) and/or (ii ) request one or more Additional Revolving Credit Commitments;provided that (A) after giving effect thereto, the aggregate amount of Additional Revolving Credit Commitmentsand Incremental Term Loans that have been added pursuant to this Section 2.15 will not exceed $ 350,000,000200,000,000 ; (B) any such addition will be in a minimum aggregate amount of $25,000,000 or any wholemultiple of $5,000,000 in excess thereof ( provided that such amount may be less than $25,000,000 if suchamount represents all remaining availability under the aggregate limit in respect of Additional Revolving CreditCommitments and Incremental Term Loans set forth in clause (A) of this proviso); and (C) the Borrowers mayrequest a maximum of three such Additional Revolving Credit Commitments and/or Incremental Term Loans.

(sss) Certain Provisions Regarding Increase of Aggregate Commitments. If any AdditionalRevolving Credit Commitments and/or Incremental Term Loans are added in accordance with this Section 2.15 ,the Administrative Agent and the Administrative Borrower, on behalf of the Borrowers, will determine theeffective date (the “ AdditionalCommitmentsEffectiveDate” ) of such addition and the amount of, and thePersons who will provide, such Additional Revolving Credit Commitments and/or Incremental Term Loans;provided that no Person who is not at the time a Lender will be selected to provide Additional Revolving CreditCommitments and/or Incremental Term Loans until each existing Lender has been provided with a reasonableopportunity to provide all or a portion of such Additional Revolving Credit Commitments and/or IncrementalTerm Loans in an amount not less than its Percentage Share thereof and has either accepted, declined or failed torespond to such opportunity to provide such percentage share of such Additional Revolving CreditCommitments and/or Incremental Term Loans; provided, further, that no existing Lender will have anyobligation to provide all or any portion of such Additional Revolving Credit Commitments and/or IncrementalTerm Loans. The Administrative Agent will promptly notify the Administrative Borrower, on behalf of theBorrowers, and Lending Parties of the final amount of such Additional Revolving Credit Commitments and/orIncremental Term Loans and the Additional Commitments Effective Date, as well as in the case of each noticeto any Lender, the respective interests in such Lender’s Revolving Credit Loans and/or Incremental Term Loans,as applicable, in each case subject to the assignments contemplated by this Section 2.15 . As conditionsprecedent to each such Additional Revolving Credit Commitments and/or Incremental Term Loans: (i) therepresentations and warranties contained in Article V and the other Loan Documents (including all documentsrequired pursuant to Section 2.15(c) ) will be true and correct on and as of the Additional CommitmentsEffective Date, except to the extent that such representations and warranties specifically refer to an earlier date,in which case they will have been true and correct as of such earlier date, and except that, for purposes of thisSection 2.15(b) , the representations and warranties contained in Section 5.10 will be deemed to refer to themost recent financial statements furnished pursuant to Section 6.01(a) and Section 6.01(b) , respectively; (ii) noDefault or Event of Default will exist immediately before or immediately after giving effect to such addition;(iii) the Borrowers will be in compliance with the financial covenants set forth in Section 7.14 after giving proforma effect to the making of Additional Revolving Credit Commitments and/or Incremental Term Loans

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and the Loans made in connection therewith; (iv) the Borrowers, Administrative Agent and Lending Parties(including any new Lending Parties being added in connection with such addition) will have entered into alldocuments required pursuant to Section 2.15(c) , and the Borrowers will have complied with all of theconditions precedent to the effectiveness of such addition as provided in such documents (including anyrequirement to pay fees and expenses to any or all of Administrative Agent, the Arrangers and the LendingParties, including any new Lending Parties); and (v) the Borrowers will have delivered to Administrative Agenta certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of theAdministrative Borrower, on behalf of the Borrowers, certifying as to the truth, accuracy and correctness of thematters set forth in the immediately preceding clauses (i), (ii) and (iii). On each Additional CommitmentsEffective Date, each applicable Lender, Eligible Assignee or other Person who is providing an AdditionalRevolving Credit Commitment and/or Incremental Term Loan will become a “ Lender” for all purposes ofthis Agreement and the other Loan Documents. Any Additional Revolving Credit Loan will be a “ RevolvingCredit Loan ” for all purposes of this Agreement and the other Loan Documents. In furtherance of theforegoing, in connection with any Additional Revolving Credit Commitments, on any Additional CommitmentsEffective Date on which Additional Revolving Credit Commitments are made, subject to the satisfaction of theother terms and conditions contained in this Section 2.15 , (1) each of the existing Lenders will assign to eachPerson providing an Additional Revolving Credit Commitment, and each such Person will purchase from eachof the existing Lenders, in an amount equal to the Outstanding Amount thereof (together with accrued butunpaid interest thereon), such interests in the Revolving Credit Loans outstanding on such date as will benecessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loanswill be held by existing Lenders and the Person making the Additional Revolving Credit Commitments ratablyin accordance with their Percentage Shares after giving effect to the addition of such Additional RevolvingCredit Commitments to the existing Revolving Credit Commitments; and (2) each Person making an AdditionalRevolving Credit Commitment will be deemed for all purposes to have made a Revolving Credit Commitmentand each Additional Revolving Credit Loan will be deemed, for all purposes, a Revolving Credit Loan.

(ttt) Terms and Documentation. Any other terms of and documentation entered into in respect ofany Additional Revolving Credit Commitments and/or Incremental Term Loans made pursuant to this Section2.15 (collectively, the “ Additional Commitment Documentation ” ) will be (i) with respect to AdditionalRevolving Credit Commitments, consistent with the Revolving Credit Commitments or (ii) with respect to anyIncremental Term Loans, reasonably satisfactory to the Administrative Agent; provided that (A) the Borrowersand the Additional Lenders providing an Additional Revolving Credit Commitment may agree to additional feespayable to such Additional Lenders in consideration of such Additional Lender’s agreement to provide suchAdditional Revolving Credit Commitment and/or Incremental Term Loan, (B) the Borrowers and the AdditionalLenders providing an Incremental Term Loan may agree to the pricing (including the interest rate margins, anyupfront fees, any arrangement fees, any underwriting fees and any original issue discount) applicable to suchIncremental Term Loan, and (C) no Incremental Term Loan shall have a maturity date earlier than the RevolvingCredit Maturity Date. Any Additional Revolving Credit Commitments and/or Incremental Term Loans made orprovided pursuant to this Section 2.15 will be (i) entitled, on a pari passu basis, to the same benefit of theGuaranties as the Revolving Credit Commitments and (ii) evidenced by one or more entries in the Registermaintained by Administrative Agent in accordance with the provisions set forth in Section 10.06(c) .

(uuu) Amendment to Credit Agreement . The Administrative Agent is authorized to enter into, onbehalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary toincorporate the terms of any new Incremental Term Loan therein. SECTION 2.16. CASH COLLATERAL.

(vvv) Certain Credit Support Events. Upon the request of Administrative Agent or L/C Issuer,

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(i) if any L/C Issuer has honored any full or partial drawing request under any Credit issued by it and suchdrawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Expiration Date, any L/C Obligation for anyreason remains outstanding, the Borrowers will immediately Cash Collateralize the then Outstanding Amount ofall L/C Obligations. At any time that there will exist a Defaulting Lender, immediately upon the request ofAdministrative Agent, any L/C Issuer or Swing Line Lender, the Borrowers will deliver to Administrative AgentCash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 3.07(a)(iv)and any Cash Collateral provided by the Defaulting Lender).

(www) Grant of Security Interest. All Cash Collateral (other than credit support not constitutingfunds subject to deposit) will be maintained in blocked, interest bearing deposit accounts at Wells Fargo (thetype of such account to be agreed upon between Administrative Agent and Administrative Borrower in form andsubstance satisfactory to Administrative Agent in its Reasonable Discretion). Each Borrower, and to the extentprovided by any Lender, such Lender, hereby grants to (and subjects to the control of) Administrative Agent, forthe benefit of the Credit Group, and agrees to maintain, a first priority security interest in all such cash, depositaccounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in allproceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be appliedpursuant to Section 2.16(c) . If at any time Administrative Agent determines that Cash Collateral is subject toany right or claim of any Person other than Administrative Agent as herein provided, or that the total amount ofsuch Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, theBorrowers will, promptly upon demand by Administrative Agent, pay or provide to Administrative Agentadditional Cash Collateral in an amount sufficient to eliminate such deficiency. For the purpose of any CashCollateral held in an interest bearing account pursuant to this Agreement, Administrative Agent will report toAdministrative Borrower the aggregate amount of interest and other income earned on the Cash Collateral (suchaggregate amounts, “ CashCollateralInterest” ) upon receiving a written request for such information fromAdministrative Borrower. All Cash Collateral Interest earned during each calendar year on the Cash Collateraldeposited in such account will automatically be released to Administrative Borrower within ten Business Daysafter each December 31 of a calendar year. Each Borrower will bear responsibility for paying any Taxes duethereon, and, as reasonably requested by Administrative Agent, each Borrower will provide to AdministrativeAgent a withholding certificate relating to such Taxes; provided, however, that Administrative Agent willwithhold from amounts otherwise due to such party if required by any applicable Law. The parties agree that,for tax reporting purposes, all Cash Collateral Interest will, as of the end of each calendar year and to the extentrequired by the Internal Revenue Service, be reported as having been earned by the Borrowers, whether or notsuch income was disbursed during such calendar year. The Borrowers will be responsible for paying Taxes(including any penalties and interest thereon) on all Cash Collateral Interest earned on the Cash Collateral andfor filing all necessary tax returns with respect to such income, provided, that Administrative Agent will have noobligation to file or prepare any tax returns or prepare any other reports for any taxing authorities concerningmatters covered by this Agreement. Administrative Agent will file any applicable IRS form, including IRSForm 1099, consistent with such treatment to the extent required by applicable Law. If any amounts payable to aBorrower under this Agreement would be subject to any penalty tax by reason of the application of Section409A of the Code or regulations promulgated thereunder, then the Borrowers hereto agree to use commerciallyreasonable efforts to take such steps as they agree to be necessary or desirable (including providing aninstruction to Administrative Agent) to comply with such Code section. In no event will Administrative Agentbe liable in connection with its investment or reinvestment of any Cash Collateral held by it pursuant to thisAgreement in good faith and in accordance with the terms of any agreement concerning such Cash Collateral,including any liability for delays in the investment or reinvestment of the Cash Collateral, or any loss of interestincident to any such delays.

(xxx) Application. Notwithstanding anything to the contrary contained in this Agreement, CashCollateral provided under any of this Section 2.16 or Sections 2.04 , 2.05 , 2.06 , 3.07 or 8.03 in respect of

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Letters of Credit or Swing Line Loans will be held and applied to the satisfaction of the specific L/CObligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateralprovided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which theCash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(yyy) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce FrontingExposure or other obligations will be released promptly following (i) the elimination of the applicable FrontingExposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of theapplicable Lender (or, as appropriate, its assignee) or (ii) Administrative Agent’s good faith determination thatthere exists excess Cash Collateral; provided, however, (1) that Cash Collateral furnished by or on behalf of aBorrower will not be released during the continuance of a Default or Event of Default (and following applicationas provided in this Section 2.16 may be otherwise applied in accordance with Section 8.04 ), and (2) the Personproviding Cash Collateral and any L/C Issuer or Swing Line Lender, as applicable, may agree that CashCollateral will not be released but instead held to support future anticipated Fronting Exposure or otherobligations.

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY

SECTION 3.01. TAXES.

(zzz) Payments Free of Taxes.

(i) Any and all payments by or on account of any obligation of the Borrowers or any otherLoan Party hereunder or under any other Loan Document will to the extent permitted by applicable Laws bemade free and clear of and without reduction or withholding for any Taxes (other than Excluded Taxes). If,however, applicable Laws require any Borrower or such other Loan Party or Administrative Agent to withholdor deduct any Tax, such Tax will be withheld or deducted in accordance with such Laws as determined by suchBorrower or such other Loan Party or Administrative Agent, as the case may be, upon the basis of theinformation and documentation to be delivered pursuant to Section 3.01(e) .

(ii) If any Borrower or any other Loan Party or Administrative Agent will be required by theCode to withhold or deduct any Taxes, including both United States Federal backup withholding andwithholding Taxes, from any payment, then (A) Administrative Agent will withhold or make such deductions asare determined by Administrative Agent to be required based upon the information and documentation it hasreceived pursuant to Section 3.01(e) , (B) Administrative Agent will timely pay the full amount withheld ordeducted to the relevant Governmental Authority in accordance with the Code and (C) to the extent that thewithholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by suchBorrower or such other Loan Party, as the case may be, will be increased as necessary so that after any requiredwithholding or the making of all required deductions (including deductions applicable to additional sumspayable under this Section 3.01 ), Administrative Agent or the applicable Lending Party, as the case may be,receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(aaaa) Payment of Other Taxes by the Borrowers and the Other Loan Parties. Without limitingthe provisions of Section 3.01(a) , each Borrower and each other Loan Party will timely pay any Other Taxes tothe relevant Governmental Authority in accordance with applicable law.

(bbbb) Indemnification by Each Borrower and Each Other Loan Party.

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(i) Without limiting the provisions of Section 3.01(a) and Section 3.01(b) , each Borrower

and each other Loan Party will, and do hereby, jointly and severally, indemnify Administrative Agent and eachLending Party, and will make payment in respect thereof within fifteen days after demand therefor, for the fullamount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed orasserted on or attributable to amounts payable under this Section 3.01 ) withheld or deducted by any Borroweror any other Loan Party or Administrative Agent or paid by Administrative Agent or such Lending Party, as thecase may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by therelevant Governmental Authority. Each Borrower and each other Loan Party will also, and do hereby, jointlyand severally, indemnify Administrative Agent, and will make payment in respect thereof within fifteen daysafter demand therefor, for any amount which Lending Party for any reason fails to pay indefeasibly toAdministrative Agent as required by clause (ii) of this Section 3.01(c) . A certificate as to the amount of anysuch payment or liability delivered to any Borrower or any other Loan Party by a Lending Party (with a copy toAdministrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lending Party, will beconclusive absent manifest error.

(ii) Without limiting the provisions of Section 3.01(a) and Section 3.01(b) , (A) no LoanParty will be required to indemnify any Foreign Lender, or pay any additional amount to such Foreign Lender,pursuant to Section 3.01(a) , (b) or (c) in respect of Taxes to the extent that the obligation to pay or indemnifysuch additional amounts would not have arisen but for the failure of such Foreign Lender to comply with theprovisions of Section 3.01(e) , and (B) each Lending Party will, and does hereby, indemnify each Borrower andeach other Loan Party and Administrative Agent, and will make payment in respect thereof within ten days afterdemand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interestand expenses (including the fees, charges and disbursements of any counsel for the Borrowers or any other LoanParty or Administrative Agent) incurred by or asserted against any Borrower or Administrative Agent by anyGovernmental Authority as a result of the failure by such Lending Party to deliver, or as a result of theinaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lending Party tosuch Borrower or such other Loan Party or Administrative Agent pursuant to Section 3.01(e) . Each LendingParty hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to suchLending Party under this Agreement or any other Loan Document against any amount due to AdministrativeAgent under this clause (ii). The agreements in this clause (ii) will survive the resignation and/or replacement ofAdministrative Agent, any assignment of rights by, or the replacement of, a Lending Party, the termination ofthe Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

(cccc) Evidence of Payments. Upon request by any Borrower or any other Loan Party orAdministrative Agent, as the case may be, after any payment of Taxes by such Borrower or such other LoanParty or Administrative Agent to a Governmental Authority as provided in this Section 3.01 , each Borrowerand each other Loan Party will deliver to Administrative Agent or Administrative Agent will deliver to suchBorrower or such other Loan Party, as the case may be, the original or a certified copy of a receipt issued bysuch Governmental Authority evidencing such payment, a copy of any return required by Laws to report suchpayment or other evidence of such payment reasonably satisfactory to such Borrower or such other Loan Partyor Administrative Agent, as the case may be.

(dddd) Status of Lenders; Tax Documentation.

(i) Each Lending Party will deliver to the Borrowers and to Administrative Agent, at thetime or times prescribed by applicable Laws or when reasonably requested by the Borrowers or AdministrativeAgent, such properly completed and executed documentation prescribed by applicable Laws or by the taxingauthorities of any jurisdiction and such other reasonably requested information as will permit the Borrowers orAdministrative Agent, as the case may be, to determine (A) whether or not

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payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, therequired rate of withholding or deduction, and (C) such Lending Party’s entitlement to any available exemptionfrom, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrowers orany other Loan Party pursuant to this Agreement or otherwise to establish such Lending Party’s status forwithholding tax purposes in the applicable jurisdiction.

(ii) Without limiting the generality of the foregoing, if any Borrower is resident for taxpurposes in the United States,

(A) any Lending Party that is a “United States person” within the meaning ofSection 7701(a)(30) of the Code will deliver to the Borrowers and Administrative Agent executed originals ofInternal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Lawsor reasonably requested by the Borrowers or Administrative Agent as will enable the Borrowers orAdministrative Agent, as the case may be, to determine whether or not such Lender is subject to backupwithholding or information reporting requirements; and

(B) each Foreign Lender that is entitled under the Code or any applicable treaty toan exemption from or reduction of withholding tax with respect to payments hereunder or under any other LoanDocument will deliver to the Borrowers and Administrative Agent (in such number of copies as will berequested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lending Party underthis Agreement (and from time to time thereafter upon the request of the Borrowers or Administrative Agent, butonly if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(1) executed originals of Internal Revenue Service Form W‑8BEN or W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is aparty,

(2) executed originals of Internal Revenue Service Form W‑8ECI,

(3) executed originals of Internal Revenue Service Form W‑8IMY and allrequired supporting documentation,

(4) in the case of a Foreign Lender claiming the benefits of the exemptionfor portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender isnot (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent stockholder” of anyBorrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”described in section 881(c)(3)(C) of the Code and (y) executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable , or

(5) executed originals of any other form prescribed by applicable Laws as abasis for claiming exemption from or a reduction in United States Federal withholding tax together with suchsupplementary documentation as may be prescribed by applicable Laws to permit the Borrowers orAdministrative Agent to determine the withholding or deduction required to be made.

(iii) If a payment made to a Lender under any Loan Document would be subject toU.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with theapplicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) ofthe Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at thetime or times prescribed by law and at such time or times reasonably requested by the Borrowers or theAdministrative Agent such documentation prescribed by

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applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additionaldocumentation reasonably requested by the Borrowers or the Administrative Agent as may be necessaryfor the Borrowers and the Administrative Agent to comply with their obligations under FATCA and todetermine that such Lender has complied with such Lender’s obligations under FATCA or to determinethe amount to deduct and withhold from such payment

(iv) (iii) Each Lending Party will promptly (A) notify the Borrowers and AdministrativeAgent of any change in circumstances which would modify or render invalid any claimed exemption orreduction, and (B) take such steps as will not be materially disadvantageous to it, in the reasonable judgment ofsuch Lending Party, and as may be reasonably necessary (including the re-designation of its Lending Office) toavoid any requirement of applicable Laws of any jurisdiction that the Borrowers or Administrative Agent makeany withholding or deduction for taxes from amounts payable to such Lending Party.

(eeee) Treatment of Certain Refunds. Unless required by applicable Laws, at no time willAdministrative Agent have any obligation to file for or otherwise pursue on behalf of a Lending Party, or haveany obligation to pay to any Lending Party, any refund of Taxes withheld or deducted from funds paid for theaccount of such Lending Party. If Administrative Agent or any Lending Party determines, in its sole discretion,that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowersor any other Loan Party or with respect to which the Borrowers or any other Loan Party has paid additionalamounts pursuant to this Section 3.01 , it will pay to the Borrowers or such other Loan Party, as the case may be,an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid,by the Borrowers or such other Loan Party, as the case may be, under this Section 3.01 with respect to the Taxesor Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by Administrative Agent orsuch Lending Party, as the case may be, and without interest (other than any interest paid by the relevantGovernmental Authority with respect to such refund), provided that the Borrowers or such other Loan Party, asthe case may be, upon the request of Administrative Agent or such Lending Party, agrees to repay the amountpaid over to the Borrowers or such other Loan Party ( plus any penalties, interest or other charges imposed bythe relevant Governmental Authority) to Administrative Agent or such Lending Party, as the case may be, in theevent Administrative Agent or such Lending Party is required to repay such refund to such GovernmentalAuthority. This Section 3.01(f) will not be construed to require Administrative Agent or any Lending Party tomake available its tax returns (or any other information relating to its Taxes that it deems confidential) to theBorrowers or any other Loan Party or any other Person.

(g) FATCA. For purposes of this Section 3.01, the term “Lender” includes any L/C Issuerand the term “applicable Law” includes FATCA. For purposes of determining withholding Taxesimposed under FATCA, the Borrower and the Administrative Agent shall treat (and the Lenders herebyauthorize the Administrative Agent to treat) the Agreement or any Loan as not qualifying as a“grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). SECTION 3.02. ILLEGALITY.

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority hasasserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund EurodollarRate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any GovernmentalAuthority has imposed material restrictions on the authority of such Lender to purchase or sell, or to takedeposits of, Dollars in the London interbank offered market, then, on notice thereof by such Lender to theBorrowers through Administrative Agent, (a) any obligation of such Lender to make or

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continue Eurodollar Rate Loans or to convert Revolving Credit Loans that are Base Rate Loans to EurodollarRate Loans will be suspended, and (b) if such notice asserts the illegality of such Lender making or maintainingBase Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of theBase Rate, the interest rate on which Base Rate Loans of such Lender will, if necessary to avoid such illegality,be determined by Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, ineach case until such Lender notifies Administrative Agent and the Borrowers that the circumstances giving riseto such determination no longer exist. Upon receipt of such notice, (i) the Borrowers will, upon demand fromsuch Lender (with a copy to Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loansof such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender will, if necessaryto avoid such illegality, be determined by Administrative Agent without reference to the Eurodollar Ratecomponent of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfullycontinue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfullycontinue to maintain such Eurodollar Rate Loans as indicated by a written notice from such Lender toAdministrative Agent and the Borrowers, and (ii) if such notice asserts the illegality of such Lender determiningor charging interest rates based upon the Eurodollar Rate, Administrative Agent will during the period of suchsuspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Ratecomponent thereof until Administrative is advised in writing by such Lender that it is no longer illegal for suchLender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment orconversion, the Borrowers will also pay accrued interest on the amount so prepaid or converted and all amountsdue under Section 3.05 in accordance with the terms thereof due to such prepayment or conversion.

SECTION 3.03. INABILITY TO DETERMINE RATES.

If (a) Administrative Agent determines in connection with any request for a Borrowing or continuationof, or a conversion to, Eurodollar Rate Loan that (i) Dollar deposits are not being offered to banks in the Londoninterbank offered market for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii)adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested InterestPeriod with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base RateLoan, or (b) Required Lenders determine in connection with any request for a Borrowing or continuation of, or aconversion to, a Eurodollar Rate Loan that the Eurodollar Rate for any requested Interest Period with respect to aproposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding suchLoan, then Administrative Agent will promptly so notify the Borrowers and each Lender in writing. Thereafter,(1) the obligation of the Lenders to make or maintain Eurodollar Rate Loans will be suspended, and (2) in theevent of a determination described in the preceding sentence with respect to the Eurodollar Rate component ofthe Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate will be suspended,in each case until Administrative Agent (upon the instruction of Required Lenders) revokes such notice. Uponreceipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to orcontinuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into arequest for a Revolving Credit Borrowing consisting of Base Rate Loans in the amount specified therein.

SECTION 3.04. INCREASED COSTS.

(ffff) Increased Costs Generally. If any Change in Law will:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extendedor participated in by, any Lending Party (except any reserve requirement reflected in the Eurodollar Rate);

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(ii) subject any Lending Party to any tax of any kind whatsoever with respect to this

Agreement, any Credit, any participation in a Credit or any Eurodollar Rate Loan made by it, or change the basisof taxation of payments to such Lending Party in respect thereof (except for Indemnified Taxes or Other Taxescovered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by suchLending Party); or

(iii) impose on any Lender or any L/C Issuer or the London interbank offered market anyother condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or anyCredit or participation therein;

and the result of any of the foregoing will be to increase the cost to such Lender of making or maintaining anyLoan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation tomake any such Loan), or to increase the cost to such Lender or L/C Issuer of participating in, issuing ormaintaining any Credit (or of maintaining its obligation to participate in or to issue any Credit), or to reduce theamount of any sum received or receivable by such Lending Party hereunder (whether of principal, interest or anyother amount), then, upon request of such applicable Lending Party, the Borrowers will pay to such LendingParty such additional amount or amounts as will compensate such Lending Party for such additional costsincurred or reduction suffered.

(gggg) Capital Requirements. If any Lending Party determines that any Change in Law affectingsuch Lending Party or the Lending Office of such Lending Party or such Lending Party’s holding company, ifany, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return onsuch Lending Party’s capital or on the capital of such Lending Party’s holding company, if any, as aconsequence of this Agreement, the Commitments of any such Lender or the Loans made by, or participations inLetters of Credit held by, any such Lender, or the Credits issued by any such L/C Issuer, to a level below thatwhich such Lending Party or such Lending Party’s holding company could have achieved but for such Changein Law (taking into consideration such Lending Party’s policies and the policies of such Lending Party’s holdingcompany with respect to capital adequacy and liquidity ), then from time to time the Borrowers will pay to suchLending Party such additional amount or amounts as will compensate such Lending Party or such LendingParty’s holding company for any such reduction suffered.

(hhhh) Certificates for Reimbursement. A certificate of a Lender or a L/C Issuer setting forth theamount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as the case maybe, as specified in subsection (a) or (b) of this Section 3.04 , as well as the basis for determining such amount oramounts, and delivered to the Administrative Borrowers, on behalf of the Borrowers, will be conclusive absentmanifest error; provided that such certificate sets forth in reasonable detail the amount or amounts payable tosuch Lending Party pursuant to Sections 3.04(a) and (b) . The Borrowers will pay such Lender or L/C Issuer, asthe case may be, the amount shown as due on any such certificate within ten days after receipt thereof.

(iiii) Delay in Requests. Failure or delay on the part of any Lender or L/C Issuer to demandcompensation pursuant to the foregoing provisions of this Section 3.04 will not constitute a waiver of suchLender’s or L/C Issuer’s right to demand such compensation, provided that the Borrowers will not be required tocompensate a Lender or L/C Issuer pursuant to the foregoing provisions of this Section 3.04 for any increasedcosts incurred or reductions suffered more than nine months prior to the date that such Lender or L/C Issuer, asthe case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductionsand of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Lawgiving rise to such increased costs or reductions is retroactive, then the nine-month period referred to in thissubsection (d) will be extended to include the period of retroactive effect thereof).

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(jjjj) Lookback; Nondiscrimination. Notwithstanding the provisions of Sections 3.04(a) and (b) ,

the Borrowers will only be liable (a) for amounts in respect of increased costs or reduced returns for the periodof up to ninety days prior to the date on which such demand was made and (b) to the extent the Lender makingdemand therefor has required similarly situated borrowers or obligors to pay comparable amounts in respect ofsuch increased costs or reduced returns.

SECTION 3.05. COMPENSATION FOR LOSSES.

Upon demand of any Lender (with a copy to Administrative Agent) from time to time, the Borrowerswill promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expenseactually incurred by it as a result of (a) any continuation, conversion, payment or prepayment of any Loan otherthan a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary,mandatory, automatic, by reason of acceleration, or otherwise), (b) any failure by the Borrowers (for a reasonother than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan otherthan to continue a Loan as, or to convert a Loan to, a Base Rate Loan on the date or in the amount notified by theBorrowers, (c) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan)to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amountnotified by the Borrowers, or (d) any assignment of a Eurodollar Rate Loan other than on the last day of theInterest Period applicable thereto as a result of a request by the Borrowers pursuant to Section 2.04 or Section3.06 , including, in each of the foregoing cases, any loss of anticipated profits, any foreign exchange losses andany loss or expense arising from the liquidation or redeployment of funds obtained by it to maintain such Loanor from fees payable to terminate the deposits from which such funds were obtained. The Borrowers will alsopay any customary administrative fees charged by such Lender in connection with the foregoing. For purposesof calculating amounts payable by the Borrowers to Lenders under this Section 3.05 , each Lender will bedeemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate used in determining theEurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank offered marketfor a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact sofunded. For purposes of calculating amounts payable to any Lender under this Section 3.05 , such Lender willbe deemed to have funded each Eurodollar Rate Loan denominated in an Alternative Currency made by it at theEurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market forsuch currency for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loanwas in fact so funded.

SECTION 3.06. MITIGATION OBLIGATIONS.

Notwithstanding anything to the contrary contained in Section 10.01 , if any Lending Party requestscompensation under Section 3.04 , or the Borrowers are required to pay any additional amount to any LendingParty or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , or if any LendingParty gives a notice pursuant to Section 3.02 , then such Lending Party, at the request of the Borrowers, will usereasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or toassign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonablejudgment of such Lending Party, such designation or assignment: (i) would eliminate or reduce amountspayable pursuant to Section 3.01 or Section 3.04 , as the case may be, in the future, or eliminate the need for thenotice pursuant to Section 3.02 , as applicable; and (ii) in each case, would not subject such Lending Party toany unreimbursed cost or expense and would not otherwise be disadvantageous to such Lending Party asreasonably determined by such Lending Party. The Borrowers hereby agree to pay all reasonable costs andexpenses incurred by any Lending Party in connection with any such designation or assignment.

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SECTION 3.07. DEFAULTING LENDERS.

(kkkk) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if anyLender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, tothe extent permitted by applicable Law:

(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapproveany amendment, waiver or consent with respect to this Agreement will be restricted as set forth in Section 10.01.

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amountsreceived by Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, atmaturity, pursuant to Article VIII or otherwise, and including any amounts made available to AdministrativeAgent by that Defaulting Lender pursuant to Section 10.08 ), will be applied at such time or times as may bedetermined by Administrative Agent as follows: first , to the payment of any amounts owing by that DefaultingLender to Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing bythat Defaulting Lender to the L/C Issuers or Swing Line Lender hereunder; third , if so determined byAdministrative Agent or requested by any L/C Issuer or Swing Line Lender, to be held as Cash Collateral forfuture funding obligations of that Defaulting Lender of any participation in any Credit or Swing Line Loan;fourth , as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of anyLoan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by thisAgreement, as determined by Administrative Agent; fifth , if so determined by Administrative Agent and theBorrowers and subject to Section 2.16(b) , to be held in an interest bearing deposit account and released in orderto satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of anyamounts owing to the Lenders, any L/C Issuer or Swing Line Lender as a result of any judgment of a court ofcompetent jurisdiction obtained by any Lender, any L/C Issuer or Swing Line Lender against that DefaultingLender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh , so longas no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result ofany judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as aresult of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to that DefaultingLender or as otherwise directed by a court of competent jurisdiction; provided that if (1) such payment is apayment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender hasnot fully funded its appropriate share and (2) such Loans or L/C Borrowings were made at a time when theconditions set forth in Section 4.02 were satisfied or waived, such payment will be applied solely to pay theLoans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied tothe payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepaymentsor other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by aDefaulting Lender or to post Cash Collateral pursuant to this Section 3.07(a)(ii) will be deemed paid to andredirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. That Defaulting Lender (A) will not be entitled to receive any RevolvingCredit Commitment Fee pursuant to Section 2.10(a) for any period during which that Lender is a DefaultingLender (and the Borrowers will not be required to pay any such fee that otherwise would have been required tohave been paid to that Defaulting Lender) and (B) will be limited in its right to receive L/C Fees as provided inSection 2.04(h) .

(iv) Reallocation of Percentage Shares to Reduce Fronting Exposure. During any periodin which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Credits or Swing Line Loans pursuant toSections 2.04 and 2.05 , the “Percentage Share” of each non-Defaulting Lender that is a Lender

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will be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender;provided , that, (A) each such reallocation will be given effect only if, at the date the applicable Lender becomesa Defaulting Lender, no Default or Event of Default exists; and (B) each such reallocation will be given effectonly to the extent that, after giving effect to such reallocation, each non-Defaulting Lender’s Percentage Share ofthe Defaulting Lender’s aggregate Fronting Exposure will not exceed the positive difference, if any, of (1) theRevolving Credit Commitment of that non-Defaulting Lender minus (2) the sum of (x) the aggregateOutstanding Amount of the Revolving Credit Loans of that non- Defaulting Lender and (y) that non-DefaultingLender’s Percentage Share of the then Outstanding Amount of any L/C Obligations. Subject to Section 10.21,no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder againsta Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim ofa non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following suchreallocation.

(llll) Defaulting Lender Cure. If the Borrowers, Administrative Agent, each L/C issuer and SwingLine Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be aDefaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective datespecified in such notice and subject to any conditions set forth therein (which may include arrangements withrespect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstandingRevolving Credit Loans of the other Lenders or take such other actions as Administrative Agent may determineto be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Credits andSwing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Percentage Share(without giving effect to Section 3.07(a)(iv) ), whereupon that Lender will cease to be a Defaulting Lender;provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or onbehalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to theextent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender toLender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s havingbeen a Defaulting Lender.

SECTION 3.08. REPLACEMENT OF LENDERS.

(mmmm) Notwithstanding anything to the contrary contained in Section 10.01 , the Borrowersmay with respect to any Specified Lender:

(i) request one or more of the other Lenders to acquire and assume all of such SpecifiedLender’s Loans (including participations in L/C Obligations and in Swing Line Loans) and Commitments, whichLender or Lenders will have the right, but not the obligation, to so acquire and assume such Specified Lender’sLoans (including participations in L/C Obligations and in Swing Line Loans) and Commitments pursuant to theprocedures set forth in Section 10.06(b) ; or

(ii) with the prior written consent of Administrative Agent and, if such Specified Lenderhas any Revolving Credit Commitments, each applicable designated L/C Issuer and Swing Line Lender (whichconsent will not be unreasonably withheld or delayed), designate a replacement bank or financial institution thatis an Eligible Assignee (a “ ReplacementLender” ), which Replacement Lender will assume all of the Loans(including participations in L/C Obligations and in Swing Line Loans) and Commitments of such SpecifiedLender pursuant to the procedures set forth in Section 10.06(b) ;

provided that the Borrowers may not require such Specified Lender to make any assignment and delegation,pursuant to the immediately preceding clauses (i) or (ii), as applicable, if (1) a Default or Event of Default thenexists or (2) as a result of a change in circumstances involving such Lender or otherwise prior to theeffectiveness of any such action, such Specified Lender is no longer a Specified Lender as a result of it no longerbeing a Defaulting Lender.

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Any assignment and delegation by, a Specified Lender pursuant to this Section 3.08(a) will be subject to

Section 3.05 and to payment to such Specified Lender of the aggregate Outstanding Amount of all of its Loans(including participations in L/C Obligations and in Swing Line Loans) at the time owing to it, all accrued andunpaid interest thereon, all accrued and unpaid fees and all other amounts payable to it hereunder, whichamounts will be paid to such Specified Lender by the applicable assignee (to the extent of all such outstandingprincipal and accrued and unpaid interest and fees) and the Borrowers (to the extent of all such otheramounts). Each Lender hereby grants to Administrative Agent a power of attorney (which power of attorney,being coupled with an interest, is irrevocable) to execute and deliver, on behalf of such Lender, as assignor, anyAssignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder incircumstances contemplated by this Section 3.08(a) .

(nnnn) Certain Rights as a Lender. Upon the prepayment of all amounts owing to any SpecifiedLender and the termination of such Lender’s Commitments pursuant to this Section 3.08 , such Specified Lenderwill no longer constitute a “ Lender” for purposes hereof; provided that such Specified Lender will continue tobe entitled to the benefits of Sections 3.01 , 3.04 , 3.05 , and 10.04 with respect to facts and circumstancesoccurring prior to the date on which all amounts owing to such Specified Lender were prepaid in full and theCommitments of such Specified Lender were terminated pursuant to this Section 3.08 .

(oooo) Evidence of Replacement. Promptly following the replacement of any Specified Lender inaccordance with this Section 3.08 , Administrative Agent will distribute an amended Schedule 2.02 , which willbe deemed incorporated into this Agreement, to reflect changes in the identities of Lenders and adjustments oftheir respective Commitments or Percentage Shares, as applicable, resulting from any such removal orreplacement.

SECTION 3.09. SURVIVAL.

All obligations of the Borrowers under this Article III will survive termination of the AggregateRevolving Credit Commitments and repayment of all other Obligations.

ARTICLE IV CONDITIONS PRECEDENT

SECTION 4.01. CONDITIONS TO EFFECTIVENESS AND TO INITIAL CREDIT EXTENSION.

The obligation of the Lending Parties to make the initial Credit Extension hereunder is subject to thesatisfaction of the following conditions precedent:

(pppp) Receipt of Certain Documents. Administrative Agent will have received the following, eachof which will be, unless otherwise specified herein or otherwise required by Administrative Agent, originals (ortelefacsimiles or portable document format versions thereof (in either such case, promptly followed by originalsthereof)), each, to the extent to be executed by a Loan Party, properly executed by a Responsible Officer of suchLoan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent datebefore the Closing Date), all in sufficient number as Administrative Agent will separately identify (including, ifspecified by Administrative Agent, for purposes of the distribution thereof to Administrative Agent, LendingParties and the Borrowers):

(i) This Agreement. This Agreement, duly executed by each Borrower and each initialGuarantor, each Lending Party and Administrative Agent, together with all completed Schedules to thisAgreement;

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(ii) Notes. If requested by Swing Line Lender or any Lender, separate Notes executed by

the Borrowers in favor of each such requesting Lending Party evidencing, as applicable, the Swing Line Loansor Revolving Credit Loans to be made by such Lending Party, duly executed by the Borrowers;

(iii) Secretary’s Certificates. Certificates, executed by the secretary of each Loan Party onbehalf of such Loan Party, certifying, among other things, (A) that attached to such certificate are (1) true,correct and complete copies of the Organizational Documents of such Loan Party then in full force and effect,(2) true, correct and complete copies of the resolutions then in full force and effect adopted by the board ofdirectors of such Loan Party authorizing and ratifying the execution, delivery and performance by such LoanParty of the Loan Documents to which it is a party, (3) a certificate of good standing from the secretary of stateof the state under whose laws such Loan Party was incorporated, (B) the name(s) of the Responsible Persons ofsuch Loan Party authorized to execute Loan Documents on behalf of such Loan Party, together with aincumbency samples of the true signatures of such Responsible Persons, and (C) that Administrative Agent andthe Lending Parties may conclusively rely on such certificate;

(iv) Bring-Down Certificate. A certificate signed by a Responsible Officer of each LoanParty (or in the case of CH2M Plateau Remediation Company an authorized signatory) certifying that (A) theconditions specified in Section 4.02 to the initial Credit Extension have been satisfied and (B) the Loan Partiesare in compliance with the financial covenants set forth in Section 7.14 (as evidenced through detailedcalculations of such financial covenants on a schedule to such certificate) as of December 31, 2013, on a proforma basis after giving effect to the transactions contemplated hereunder; and

(v) Opinions of the Loan Parties’ Counsel. Such favorable opinion of (A) Dorsey &Whitney LLP, special counsel to the Loan Parties, addressed to Administrative Agent and each Lending Party,as to such matters as are reasonably required by Administrative Agent or any Lending Party with respect to theLoan Parties and the Loan Documents and (B) Carlton Fields Jorden Burt, P.A., special counsel to CH2M Inc.,addressed to Administrative Agent and each Lending Party, as to such matters as are reasonably required byAdministrative Agent or any Lending Party with respect to CH2M Inc. and the Loan Documents, and each of(A) and (B) in form and substance reasonably acceptable to Administrative Agent and its counsel.

(qqqq) Financial Information. Administrative Agent will have received (i) audited Consolidatedfinancial statements for the Parent and its Subsidiaries for the three Fiscal Years most recently ended and interimunaudited financial statements for each Fiscal Period ended since the last audited financial statement and (ii)projections prepared by management of balance sheets and income statements of the Parent and its Subsidiariesfor the period from the Fiscal Period in which the Closing Date occurs through and including the end of theParent’s Fiscal Years ending December 31, 2014, December 31, 2015 and December 31, 2016.

(rrrr) Third-Party Consents. All material consents, approvals and authorizations from third Personsrequired under any material contract or agreement or other document necessary or for the consummation of thetransactions contemplated by this Agreement and the other Loan Documents.

(ssss) No Litigation. No litigation, arbitration, investigation or other proceeding by any entity(private or governmental) will be pending or overtly threatened (a) with respect to this Agreement or any of therelated Loan Documents, or (b) which could, if adversely determined, reasonably be expected to have or result ina Material Adverse Effect.

(tttt) Know Your Customer. Administrative Agent will have received all documentation and otherinformation from the Loan Parties required by regulatory authorities under applicable “know your customer” andanti-money laundering rules and regulations, including the Patriot Act.

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(uuuu) No Material Adverse Effect. No Material Adverse Effect will have occurred since December

31, 2013.

(vvvv) Payment of Fees. The Borrowers will have paid (i) all fees required to be paid toAdministrative Agent, each Arranger and any Lending Party on or before the Closing Date and (ii) unlessAdministrative Agent will have agreed in writing to any delay in such payment, all fees, charges anddisbursements of counsel to Administrative Agent to the extent invoiced prior to or on the Closing Date, plussuch additional amounts of such fees, charges and disbursements as will constitute its reasonable estimate ofsuch fees, charges and disbursements incurred or to be incurred by it through the closing proceedings ( providedthat such estimate will not thereafter preclude a final settling of accounts between the Borrowers andAdministrative Agent).

For purposes of determining compliance with the conditions specified in this Section 4.01 (but withoutlimiting the generality of the provisions of Section 9.04 ), each Lending Party that has signed this Agreementwill be deemed to have consented to, approved or accepted or become satisfied with, each document or othermatter required hereunder to be consented to or approved by or to be acceptable or satisfactory to a LendingParty unless Administrative Agent will have received notice from such Lending Party prior to the proposedClosing Date specifying its objection thereto.

SECTION 4.02. CONDITIONS TO ALL CREDIT EXTENSIONS.

In addition to the conditions precedent to funding of the initial Credit Extensions on the Closing date setforth in Section 4.01 , the obligation of each Lending Party to make any Credit Extension (including its initialCredit Extension) hereunder or to honor any Request for Credit Extension is subject to each of the followingfurther conditions precedent:

(wwww) Truth and Correctness of Representations and Warranties. The representations andwarranties of each Borrower and each other Loan Party contained in Article V or any other Loan Document willbe true and correct in all material respects (except that such materiality qualifier will not be applicable to anyportion of any representation and warranty that is already qualified or modified by materiality in the text thereof)on and as of the date of such Credit Extension, except to the extent that such representations and warrantiesspecifically refer to an earlier date, in which case they will be true and correct in all material respects (exceptthat such materiality qualifier will not be applicable to any portion of any representation and warranty that isalready qualified or modified by materiality in the text thereof) as of such earlier date, and except that forpurposes of this Section 4.02 , the representations and warranties contained in Section 5.10 will be deemed torefer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) .

(xxxx) No Default or Event of Default. No Default or Event of Default will then exist, or will resultfrom such proposed Credit Extension or from the application of the proceeds thereof or from the honoring of anysuch Request for Credit Extension.

(yyyy) No Material Adverse Effect. No Material Adverse Effect will have occurred sinceDecember 31, 2013. 25, 2015.

(zzzz) Requests for Credit Extensions. Administrative Agent and, if applicable, Swing LineLender or the applicable designated L/C Issuer will have received the applicable Request for Credit Extension;provided that no L/C Applications will be required in connection with the Letters of Credit (as defined in theOriginal Credit Agreement) becoming Letters of Credit issued hereunder pursuant to the last sentence of Section2.04(a)(i) .

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(aaaaa) Alternative Currencies. In the case of a Credit Extension to be denominated in an

Alternative Currency, there will not have occurred any change in national or international financial, political oreconomic conditions or currency exchange rates or exchange controls which in the reasonable opinion of theAdministrative Agent, the Required Lenders (in the case of any Loans to be denominated in an AlternativeCurrency) or the L/C Issuer (in the case of any Credit to be denominated in an Alternative Currency) wouldmake it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.

(bbbbb) Other Matters. Administrative Agent will have received, in form and substancesatisfactory to it, such other assurances, documents or consents related to the foregoing as Administrative Agentor Required Lenders may require in their Reasonable Discretion.

Each Request for Credit Extension submitted by the Borrowers will be deemed to be a representationand warranty that the conditions specified in Section 4.02(a) and Section 4.02(b) have been satisfied on and asof the date of the making of the applicable Credit Extension or the honoring of the applicable Request for CreditExtension.

ARTICLE V REPRESENTATIONS AND WARRANTIES

As of the Closing Date each Borrower on behalf of and as to itself and each of its Subsidiaries herebyrepresents and warrants to Administrative Agent and each Lending Party as follows, and will be deemed to havebeen brought down and apply anew (other than representations and warranties made as of a specific date, whichwill be deemed to have been made as of such specified date) to the making or issuance of each Credit Extensionhereunder and as of the date of the delivery of any Compliance Certificate.

SECTION 5.01. CORPORATE EXISTENCE AND POWER.

Each Borrower and each Subsidiary thereof (a)(i) in the case of any Loan Party or SignificantSubsidiary, is a corporation, partnership or limited liability company duly organized, validly existing and ingood standing (except in jurisdictions that do not recognize good standing) under the laws of the jurisdiction ofits incorporation, organization or formation, and (ii) in the case of any Subsidiary that is not a Loan Party or aSignificant Subsidiary, is a corporation, partnership or limited liability company duly organized, validly existingand in good standing (except in jurisdictions that do not recognize good standing) under the laws of thejurisdiction of its incorporation, organization or formation, except as could reasonably be expected to cause aMaterial Adverse Change; (b) has the power and authority and all governmental licenses, authorizations,consents and approvals (i)(A) in the case of any Loan Party or a Significant Subsidiary, to own its assets andcarry on its business substantially as currently conducted by it and such business as contemplated to beconducted by it upon and following the consummation of the transactions contemplated by the Loan Documents,and (B) in the case of any Subsidiary that is not a Loan Party or a Significant Subsidiary, to own its assets andcarry on its business substantially as currently conducted by it and such business as contemplated to beconducted by it upon and following the consummation of the transactions contemplated by the Loan Documents,except as could reasonably be expected to cause a Material Adverse Change and (ii) to execute, deliver, andperform its obligations under the Loan Documents to which each is a party; and (c) is duly qualified as a foreigncorporation, partnership or limited liability company, as applicable, and is licensed and in good standing (exceptin jurisdictions that do not recognize good standing) under the laws of each jurisdiction where its ownership,leasing or operation of property or the conduct of its business requires such qualification or license, except to theextent that the failure to do so could not reasonably be expected to cause a Material Adverse Change.

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SECTION 5.02. CORPORATE AUTHORIZATION; NO CONTRAVENTION.

The execution and delivery by each Loan Party, and the performance by each Loan Party of itsobligations under each Loan Document to which such Person is party, have been duly authorized by allnecessary corporate or other organizational action, and do not and will not (a) contravene the terms of any ofsuch Person’s Organizational Documents, (b) conflict with or result in any breach or contravention of, or thecreation of any Lien under, or require any payment to be made under (i) any material contract or agreement towhich such Person is a party or such Person’s properties are subject or (ii) any order, injunction, writ or decreeof any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c)violate any Law applicable to any Loan Party or any of its Subsidiaries or any of their respectiveproperties. Each Loan Party is in compliance with all Contractual Obligations referred to in the foregoing clause(b)(i), except to the extent that any failure to be in compliance could not reasonably be expected to cause aMaterial Adverse Change.

SECTION 5.03. GOVERNMENTAL AUTHORIZATION; COMPLIANCE WITH LAWS.

(ccccc) Governmental Authorizations. No approval, consent, exemption, authorization, or otheraction by, or notice to, or filing with, any Governmental Authority (other than the filing of a Form 8-K with theSEC after the Closing Date and the approvals, consents, exemptions, authorizations, actions, notices andfilings required by the Collateral Agreement ) or any other Person is necessary or required in connection withthe execution, delivery or performance by, or enforcement against, as applicable, any Loan Party or anySignificant Subsidiary of this Agreement or any other Loan Document.

(ddddd) Compliance with Laws. Each Loan Party and each of their respective Subsidiaries is incompliance in all material respects with the requirements of all Laws applicable to such Person or any of itsproperties and all orders, writs, injunctions and decrees applicable to it or to its properties, except in suchinstances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in goodfaith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individuallyor in the aggregate, would not reasonably be expected to cause a Material Adverse Change.

SECTION 5.04. BINDING EFFECT.

This Agreement has been, and each other Loan Document (when delivered hereunder) will have been,duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other LoanDocument to which any Loan Party is a party constitute the legal, valid and binding obligations of such Person,enforceable against such Person in accordance with their respective terms, except as enforcement thereof may belimited by Bankruptcy Laws or other applicable Laws affecting the enforcement of creditors’ rights generallyand by general principles of equity.

SECTION 5.05. LITIGATION.

Except as specifically set forth on Schedule 5.05 (or as disclosed in writing to Administrative Agentafter the Closing Date pursuant to Section 6.03 ; provided that such disclosure will not operate as a waiver ofany right, power or remedy of the Lending Parties under any of the Loan Documents, nor constitute a waiver ofany provision of any of the Loan Documents), (a) there are no claims, actions, suits, proceedings or otherlitigation pending or, to the Borrowers’ knowledge, overtly threatened against any Loan Party or any of itsrespective Subsidiaries, or against any of such Persons’ properties, at law or in equity, before any GovernmentalAuthority which involves any material risk of any final judgment, order or liability, which after giving effect toany applicable insurance could reasonably be expected to cause a Material Adverse Change, and (b) to theBorrowers’ knowledge there is no Investigation by any Governmental Authority of any Loan Party’s or any suchSubsidiary’s affairs or properties, with respect to

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which there is a reasonable likelihood of a finding adverse to such Loan Party or Subsidiary, which adversefinding, if made, would reasonably be expected to cause a Material Adverse Change.

SECTION 5.06. ERISA COMPLIANCE.

(eeeee) Each Plan (other than a Multiemployer Plan) and, to the Borrowers’ knowledge, eachMultiemployer Plan is in compliance in all material respects with the applicable provisions of ERISA, the Codeand other Federal or state Laws. Each Pension Plan is listed on Schedule 5.06(a) (or as disclosed in writing toAdministrative Agent after the Closing Date pursuant to Section 6.03 ; provided that such disclosure will notoperate as a waiver of any right, power or remedy of the Lending Parties under any of the Loan Documents, norconstitute a waiver of any provision of any of the Loan Documents). Each Pension Plan (other than aMultiemployer Plan) and, to the Borrowers’ knowledge, each Multiemployer Plan that is intended to be aqualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to theeffect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto hasbeen determined by the Internal Revenue Service to be exempt from Federal income tax under Section 501(a) ofthe Code, or an application for such a letter is currently being processed by the IRS. To the Borrowers’knowledge, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(fffff) There are no pending or, to the Borrowers’ knowledge, threatened claims, actions or lawsuits,or action by any Governmental Authority, with respect to any Plan (other than a Multiemployer Plan) and, to theBorrowers’ knowledge, any Multiemployer Plan that has resulted or could reasonably be expected to cause in aMaterial Adverse Change. There has been no prohibited transaction or violation of the fiduciary responsibilityrules with respect to any Plan (other than a Multiemployer Plan) and, to the Borrowers’ knowledge, anyMultiemployer Plan that has resulted or could reasonably be expected to cause a Material Adverse Change.

(ggggg) (i) No ERISA Event has occurred and is continuing with respect to any Pension Plan (otherthan a Multiemployer Plan) and, to the Borrowers’ knowledge, any Multiemployer Plan that has resulted orcould reasonably be expected to cause a Material Adverse Change; (ii) except as set forth on Schedule 5.06(c)(or as disclosed in writing to Administrative Agent after the Closing Date pursuant to Section 6.03 ; providedthat such disclosure will not operate as a waiver of any right, power or remedy of the Lending Parties under anyof the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents), each Borrowerand each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect ofeach Pension Plan (other than a Multiemployer Plan) and, to the Borrowers’ knowledge, each MultiemployerPlan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for orobtained; (iii) as of the most recent valuation date for any Pension Plan (other than a Multiemployer Plan), thefunding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher; (iv) noBorrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment ofpremiums, and there are no premium payments which have become due that are unpaid, which if remain unpaidcould reasonably be expected to cause a Material Adverse Change; (v) no Borrower nor any ERISA Affiliate hasengaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no PensionPlan (other than a Multiemployer Plan and other than in a completed standard termination) and, to theBorrowers’ knowledge, no Multiemployer Plan has been terminated by the plan administrator thereof or by thePBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause thePBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan (other than aMultiemployer Plan) and, to the Borrowers’ knowledge, any Multiemployer Plan, which such termination couldreasonably be expected to cause a Material Adverse Change.

(hhhhh) No Borrower nor any ERISA Affiliate maintains or contributes to, or has any

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unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan (other than aMultiemployer Plan) and, to the Borrowers’ knowledge, Multiemployer Plan other than (i) on the Closing Date,those listed on Schedule 5.06(d) (or as disclosed in writing to Administrative Agent after the Closing Datepursuant to Section 6.03 ; provided that such disclosure will not operate as a waiver of any right, power orremedy of the Lending Parties under any of the Loan Documents, nor constitute a waiver of any provision of anyof the Loan Documents) and (ii) thereafter, Pension Plans not otherwise prohibited by this Agreement.

SECTION 5.07. USE OF PROCEEDS.

The Borrowers will use the proceeds of the Loans solely for the purposes set forth in and as permitted bySection 7.09 .

SECTION 5.08. ENVIRONMENTAL COMPLIANCE.

(iiiii) Environmental Compliance. Except as set forth on Schedule 5.08 (or as disclosed in writingto Administrative Agent after the Closing Date pursuant to Section 6.03 ; provided that such disclosure will notoperate as a waiver of any right, power or remedy of the Lending Parties under any of the Loan Documents, norconstitute a waiver of any provision of any of the Loan Documents), each Borrower and its Subsidiaries is incompliance in all material respects with each applicable Environmental Law in effect in any jurisdiction inwhich any properties of any Borrower or any Subsidiary are located or where any of them conducts its business,other than those which in the aggregate would not reasonably be expected to cause a Material Adverse Change.

(jjjjj) Environmental Litigation. Except as set forth on Schedule 5.08 (or as disclosed in writing toAdministrative Agent after the Closing Date pursuant to Section 6.03 ; provided that such disclosure will notoperate as a waiver of any right, power or remedy of the Lending Parties under any of the Loan Documents, norconstitute a waiver of any provision of any of the Loan Documents), no suit, claim (including anyEnvironmental Claim), action or proceeding of which any Borrower or any Subsidiary has been given notice orotherwise has knowledge is now pending before any court, board or other Governmental Authority, or to anyBorrower’s or any Subsidiary’s knowledge, threatened by any Person (nor to the knowledge of each Borrowerand each Subsidiary, does any factual basis exist therefor) for, and neither any Borrower nor any Subsidiary hasreceived written correspondence from any Governmental Authority with respect to, except to the extent any ofthe following could not reasonably be expected to cause a Material Adverse Change:

(i) noncompliance by any Borrower or any Subsidiary with any applicable EnvironmentalLaw;

(ii) personal injury, wrongful death or other tortious conduct relating to HazardousMaterials used, generated, sold, transferred or manufactured by any Borrower or any Subsidiary (includingproducts made of, containing or incorporating Hazardous Materials); or

(iii) the release into the environment by any Borrower or any Subsidiary of any HazardousMaterial generated by a Borrower or any Subsidiary whether or not occurring at or on a site owned, leased oroperated by any Borrower or any Subsidiary.

SECTION 5.09. TAXES.

All material Federal, state, local and foreign tax returns, reports and statements required to be filed byany Borrower (and, to the extent failure to do so could not reasonably be expected to cause a Material

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Adverse Change, any Subsidiary) have been filed with the appropriate Governmental Authorities and allmaterial taxes, assessments, fees and other governmental charges and impositions shown thereon to be due andpayable by such Person have been paid, or adequate provision for the payment has been made, prior to the dateon which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof, or any suchfine, penalty, interest, late charge or loss has been paid, or such Person is diligently contesting its liabilitytherefor in good faith by appropriate proceedings and has fully reserved all such amounts in the auditedConsolidated financial statements and the unaudited Consolidated financial statements of the Parent delivered toAdministrative Agent and the Lenders pursuant to Sections 6.01(a) and (b) . Proper and accurate amounts havebeen withheld by the Parent and each of its Subsidiaries from their employees for all periods in materialcompliance with the tax, social security and unemployment withholding provisions of applicable Federal, state,local and foreign law and such withholdings have been timely paid to the respective Governmental Authoritiesexcept where failure to do so could not reasonably be expected to cause a Material Adverse Change.

SECTION 5.10. FINANCIAL CONDITION.

All balance sheets, and all statements of income, of retained earnings, and of changes in cash flowfurnished to Administrative Agent and the Lenders by or on behalf of the Borrowers for the purposes of or inconnection with this Agreement or any of the other Loan Documents have been prepared in accordance withGAAP consistently applied (from period to period except as and to the extent disclosed in the financialstatements, provided, that any such disclosed changes will continue to be in accordance with GAAP) throughoutthe periods covered thereby and such financial statements present fairly in all material respects the financialcondition of the entities covered thereby as of the dates thereof and the result of their operations for the periodscovered thereby (except that interim financial statements are subject to customary year-end adjustments and maynot have footnotes). All projections which have been furnished to Administrative Agent and the Lenders forpurposes of or in connection with this Agreement were prepared in good faith on the basis of the assumptionsstated therein, which assumptions were, in the opinion of the management of the Borrowers, reasonable at thetime made; and at the time of delivery, the management of the Borrowers believed that the forecasts of its futurefinancial performance set forth in the projections were reasonable (it being understood that such projections aresubject to uncertainties and contingencies, many of which are beyond the control of any Loan Party, and noassurances can be given that such projections will be realized).

SECTION 5.11. MARGIN REGULATIONS; REGULATED ENTITIES.

No Loan Party nor any of respective Subsidiaries is engaged or will engage, principally or as one of itsimportant activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation Uissued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. No Borrower isrequired to register as an “investment company” within the meaning of the Investment Company Act of 1940, asamended. No Borrower nor any Subsidiary is a “holding company” or a “subsidiary company” of a “holdingcompany” or an “affiliate” of a “holding company” within the meaning of the Public Utility Holding CompanyAct of 2005.

SECTION 5.12. INTELLECTUAL PROPERTY.

Each Loan Party owns or is licensed or otherwise has the right to use all of the patents, copyrights,trademarks, service marks, trade names, contractual franchises and other intellectual property rights that arerequired for the operation of their respective businesses as currently conducted by it, except to the extent thatfailure to hold such ownership, license or other right could not reasonably be expected to cause a MaterialAdverse Change. The use of such intellectual property by each Loan Party and the operation of its business donot infringe any valid and enforceable intellectual property rights of any other Person, except

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to the extent any such infringement could not, individually or in the aggregate, reasonably be expected to cause aMaterial Adverse Change.

SECTION 5.13. SOLVENCY.

The Borrowers, taken as a whole, are, and, after the consummation of the transactions contemplated bythis Agreement, will be Solvent.

SECTION 5.14. ANTI-TERRORISM LAWS

(kkkkk) General. No Loan Party nor any Subsidiary or Affiliate thereof is in violation of anyAnti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has thepurpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-TerrorismLaw.

(lllll) Executive Order No. 13224. No Loan Party nor any Subsidiary or Affiliate thereof orany of their respective agents acting or benefiting in any capacity in connection with the Loans or Letters ofCredit or other transactions contemplated hereunder or under any of the other Loan Documents is any of thefollowing (each a “ BlockedPerson” ): (i) a Person that is listed in the annex to, or is otherwise subject to theprovisions of, the Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of,any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No.13224; (iii) a Person with which any Lending Party is prohibited from dealing or otherwise engaging in anytransaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports“terrorism” as defined in the Executive Order No. 13224; (v) a Person that is named as a “specially designatednational” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control atits official website or any replacement website or other replacement official publication of such list, or (vi) aPerson or entity who is affiliated or associated with a Person or entity listed above.

(mmmmm) Trading with the Enemy Act. No Loan Party nor any Subsidiary or Affiliate thereofhas engaged in any business or activity prohibited by the Trading with the Enemy Act.

(nnnnn) OFAC. No Loan Party nor any Subsidiary or Affiliate of Parent or any Borrower is aSanctioned Person or a Sanctioned Entity in violation of the sanctions programs administered by OFAC, nor islocated, organized or resident in countries prohibited under the sanctions programs administered by OFAC,unless authorized by OFAC. No proceeds of any Loan will be used to fund any operations in, finance anyinvestments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Entity to the extentprohibited under the sanctions programs administered by OFAC, unless authorized by OFAC.

SECTION 5.15. FULL DISCLOSURE.

No Loan Document and no other document required to be delivered pursuant to Sections 6.01, 6.02 or6.03 contained any material misstatement of fact or omitted to state any material fact necessary to make thestatements therein, in the light of the circumstances under which they were made, not misleading; provided that,with respect to projected financial information, each Borrower represents only that such information wasprepared in good faith based upon assumptions believed to be reasonable at the time.

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SECTION 5.16. CLASSIFICATION AS SENIOR INDEBTEDNESS.

The Obligations constitute “Senior Indebtedness”, “Designated Senior Indebtedness” or any similardesignation under and as defined in any agreement governing any Subordinated Debt and the subordinationprovisions set forth in each such agreement are legally valid and enforceable against the parties thereto.

ARTICLE VI AFFIRMATIVE COVENANTS

So long as any Commitment is available hereunder or any Loan or Credit or other payment Obligation(other than as yet unasserted contingent obligations) remains unpaid, undrawn, unreimbursed or unsatisfied):

SECTION 6.01. FINANCIAL STATEMENTS.

The Parent will deliver to Administrative Agent (on behalf of each Lender) in form and detailsatisfactory to Administrative Agent and Required Lenders:

(ooooo) Annual Financial Statements. As soon as available and in any event no later than 105days after the end of each Fiscal Year, a Consolidated balance sheet as at the end of such year, and relatedConsolidated statements of income, retained earnings and cash flows of the Parent and its Subsidiaries preparedfor such Fiscal Year, setting forth, in comparative form the figures for the previous year, all in reasonable detailand (i) accompanied by a report thereon of KPMG LLP or other independent public accountants of recognizednational standing selected by the Parent and reasonably satisfactory to the Administrative Agent, which reportwill not contain an adverse opinion, a disclaimer of opinion or be qualified or limited because of a restricted orlimited examination by such accountant of any material portion of the Parent’s records or be unqualified butsubject to a “going concern” uncertainty or other similar required explanatory language, and will state that suchfinancial statements present fairly in all material respects the financial position of the Parent and its Subsidiarieson a Consolidated basis as at the dates indicated and the results of its operations and changes in its financialposition for the periods indicated in conformity with GAAP applied on a basis consistent with prior years(except as otherwise stated therein) and that the examination by such accountants in connection with suchConsolidated financial statements has been made in accordance with generally accepted auditing standards and(ii) together with the certificate referred to in clause (c) below, an internally prepared list of each Borrower, eachGuarantor and each other Subsidiary of the Parent as listed in the Parent’s most recent Annual Report on Form10-K filed with the SEC (or, if the Parent is no longer a reporting company under the Exchange Act, a list ofSubsidiaries approved by Administrative Agent), along with each such Person’s gross revenue for the four FiscalPeriods then ended;

(ppppp) Fiscal Period Financial Statements. As soon as available and in any event no laterthan fifty-five days after the end of the first three Fiscal Periods of each Fiscal Year, an internally preparedConsolidated balance sheet of the Parent as at the end of such period and the related Consolidated statements ofincome and cash flows of the Parent and its Subsidiaries prepared for such Fiscal Period and for such FiscalYear to date, setting forth in each case in comparative form the figures for the corresponding periods of theprevious Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Parent havingresponsibility for financial matters that they (i) present fairly in all material respects the financial condition ofthe Parent and its Subsidiaries as at the dates indicated and the results of its operations and changes in their cashflow for the periods indicated, (ii) disclose all liabilities of the Parent and its Subsidiaries that are required to bereflected or reserved against under GAAP, whether liquidated or unliquidated, fixed or contingent, and (iii) havebeen prepared in accordance with GAAP, subject to the absence of footnotes and changes resulting from auditand year-end adjustments;

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(qqqqq) Compliance Certificate. Concurrently with the delivery of the materials required in

clauses (a) and (b) above, a Compliance Certificate dated as of the last day of such Fiscal Period, certified by aResponsible Officer of the Parent having responsibility for financial matters, with appropriate insertionssatisfactory to Administrative Agent (which delivery may, unless Administrative Agent, or a Lender requestsexecuted originals, be by electronic communication including fax or email and will be deemed to be an originalauthentic counterpart thereof for all purposes), including that such Responsible Officer has no knowledge of anyDefault or Event of Default, or if such Responsible Officer has such knowledge, specifying such Default orEvent of Default and the nature thereof, and what action the Borrowers have taken, are taking or proposed totake with respect thereto, together with a schedule in form satisfactory to Administrative Agent, of thecomputations used by the Parent in determining compliance with the financial covenants contained in Section7.14 ;

(rrrrr) Financial Forecasts. As soon as available, but in any event no later than one-hundred-five days after the end of each Fiscal Year, a one year (prepared on a Fiscal Period basis) budget of the Parent ona Consolidated basis for the then-commenced Fiscal Year, including a pro forma balance sheet and statements ofincome and showing projected operating revenues and expenses of the Parent on a Consolidated basis, in formand sufficient detail acceptable to Administrative Agent, in its Reasonable Discretion;

(sssss) Accountants’ Statement. Together with each delivery of audited financial statementspursuant to Section 6.01(a) , a written statement by the independent public accountants giving the report thereonstating (i) whether, in connection with their audit examination, any condition or event which constitutes aDefault or an Event of Default arising from a breach of Section 7.14 as they relate to accounting matters hascome to their attention, and if such a condition or event has come to their attention, specifying the nature andperiod of existence thereof; provided , that such accountants will not be responsible for any failure to obtainknowledge of a Default or Event of Default that would not be disclosed in the course of their audit examination,and (ii) that based on their audit examination nothing has come to their attention which causes them to believethat the information contained in the certificates as they relate to accounting matters delivered therewithpursuant to Section 6.01(a) , is not correct or that the matters set forth in the Compliance Certificates deliveredtherewith for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement; and

(ttttt) Other Reports. Promptly upon any request by Administrative Agent (on behalf of eachLender), a copy of any detailed audit reports by independent public accountants in connection with the accountsor books of the Parent or any Subsidiary thereof.

SECTION 6.02. OTHER INFORMATION.

The Administrative Borrower (on behalf of each Borrower) will deliver to Administrative Agent (onbehalf of each Lender), in form and detail satisfactory to Administrative Agent:

(uuuuu) Equity Interest Holder Reports and Certain Public Filings. Promptly after the sameare available, copies of each annual report, proxy or financial statement or other material report orcommunication sent to the holders of Equity Interests of the Parent in their capacity as stockholders and copiesof all annual, regular, periodic and special reports and registration statements that the Parent or any of itsSubsidiaries may file or be required to file with the SEC under Section 13 or Section 15(d) of the Exchange Act,and, in each case, not otherwise required to be delivered to Administrative Agent pursuant hereto;

(vvvvv) Insurance Reports. Promptly upon Administrative Agent’s request, a copy of LoanParties’ e-cert memorandum of insurance evidencing the Loan Parties’ insurance policies and limits.

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(wwwww) Foreign Indebtedness. Within five days after the execution of any documents

evidencing Foreign Indebtedness involving commitments to incur Indebtedness in excess of an aggregateamount of the Dollar Equivalent of $25,000,000, the Parent will deliver a complete, fully executed copy of suchdocuments to Administrative Agent; and

(xxxxx) Additional Information. Promptly, such additional information regarding thebusiness, financial or corporate affairs of any Loan Party or any Subsidiary thereof or compliance with the termsof the Loan Documents, as Administrative Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(a) (to the extentany such documents are included in materials otherwise filed with the SEC) may be delivered electronically andif so delivered, will be deemed to have been delivered on the date (i) on which the Parent posts such documents,or provides a link thereto on the Parent’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranet website, if any, towhich each Lender and Administrative Agent have access (whether a commercial, third-party website orwhether sponsored by Administrative Agent); provided that: (i) the Parent will deliver paper copies of suchdocuments to Administrative Agent upon its request to the Parent to deliver such paper copies until a writtenrequest to cease delivering paper copies is given by Administrative Agent and (ii) the Parent will notifyAdministrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide toAdministrative Agent by electronic mail electronic versions ( i.e. , soft copies) of suchdocuments. Administrative Agent will have no obligation to request the delivery of or to maintain paper copiesof the documents referred to above.

Each Borrower hereby acknowledges that (1) Administrative Agent and the Arrangers from time to timewill make available to the Lenders and each L/C Issuer materials and/or information provided by or on behalf ofthe Borrowers hereunder (collectively, “ BorrowerMaterials” ) by posting Borrower Materials to an ElectronicPlatform and (2) certain of the Lenders (each, a “ PublicLender” ) may have personnel who do not wish toreceive material non-public information with respect to the Borrowers or their Affiliates, or the respectivesecurities of any of the foregoing, and who may be engaged in investment and other market-related activitieswith respect to such Persons’ securities. Each Borrower hereby agrees that (A) all Borrower Materials that areto be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at aminimum, will mean that the word “PUBLIC” will appear prominently on the first page thereof; (B) by markingBorrower Materials “PUBLIC,” each Borrower will be deemed to have authorized Administrative Agent, eachL/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-publicinformation with respect to the Parent or their securities for purposes of Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute confidential information, they will betreated as set forth in Section 10.07 ); (C) all Borrower Materials marked “PUBLIC” are permitted to be madeavailable through a portion of the Platform designated “Public Side Information;” and (D) Administrative Agentwill be entitled to treat any Electronic Borrower Materials that are not marked “PUBLIC” as being suitable onlyfor posting on a portion of the Electronic Platform not designated “Public Side Information.”

SECTION 6.03. NOTICES.

The Borrowers will promptly, after any Responsible Officer or any other senior executive officer of anyLoan Party becomes aware thereof, notify Administrative Agent (on behalf of each Lender) of:

(yyyyy) Defaults and Events of Default. The occurrence of any Default or Event of Default;provided that the Borrowers will deliver such notice no more than three Business Days after any ResponsibleOfficer or any other senior executive officer of any Loan Party becomes aware thereof;

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(zzzzz) Matters Involving a Material Adverse Change. Any matter, circumstance, event or

condition that could reasonably be expected to cause a Material Adverse Change;

(aaaaaa) Litigation. The (i) institution of any Investigation, litigation, alternative disputeproceeding or other similar suit or proceeding (a “ Proceeding” ) (or written threat to institute any of theforegoing) by any Person, including any Governmental Authority, (A) which creates a material risk of resulting,after giving effect to any applicable insurance, in the payment by any Loan Party of more than the ThresholdAmount or (B) with respect to which there is a reasonable likelihood of a finding adverse to a Loan Party, whichadverse finding, if made, could reasonably be expected to cause a Material Adverse Change, and (ii) of anymaterial development in any Proceeding described in the foregoing clause (i); and

(bbbbbb) Swap Contracts. Upon request from time to time of Administrative Agent, the SwapTermination Values, together with a description of the method by which such values were determined, relatingto any then-outstanding Swap Contracts to which any Loan Party is a party.

Each notice pursuant to Sections 6.03(a) through (c) will be accompanied by a statement of aResponsible Officer of the Parent setting forth details of the occurrence referred to therein and stating whataction, if any, the Parent (or the other applicable Person) has taken or proposes to take with respectthereto. Each notice given pursuant to Section 6.03(a) will describe with particularity any and all provisions ofthis Agreement and any other Loan Document that have been (or could reasonably be expected to be) breachedor violated.

SECTION 6.04. PRESERVATION OF EXISTENCE, ETC.

Each Borrower will, and will cause each Loan Party and each Subsidiary thereof (unless a failure by aBorrower or a Subsidiary could not reasonably be expected to cause a Material Adverse Change) to, (a)preserve, renew and maintain in full force and effect their respective legal existence and good standing under theLaws of the jurisdiction of their organization except in a transaction permitted by Section 7.04 or Section 7.05 ;(b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary ordesirable in the normal conduct of their respective businesses; and (c) preserve or renew all of their respectiveregistered copyrights, patents, trademarks, trade names and service marks and other intellectual property.

SECTION 6.05. MAINTENANCE OF PROPERTIES.

Each Borrower will, and will cause each Loan Party and each Subsidiary thereof to, (a) maintain,preserve and protect all of their respective material properties and equipment necessary to the operation of theirrespective businesses in good working order and condition, ordinary wear and tear excepted, and (b) make allnecessary repairs thereto and renewals and replacements thereof, in each of the foregoing clauses (a) and (b)except where the failure to do so could not, individually or in the aggregate, reasonably be expected to cause aMaterial Adverse Change.

SECTION 6.06. MAINTENANCE OF INSURANCE.

Each Borrower will maintain or cause to be maintained, with financially sound and reputable insurers,such professional liability insurance, Commercial General Liability insurance covering bodily injury andproperty damage, losses or damage in respect of the assets, properties and businesses of the Parent and, to theextent required below, its Subsidiaries, as may customarily be carried or maintained under similar circumstancesby companies of similar size engaged in similar businesses, in each case in such amounts with such deductibles,covering such risks and otherwise on such terms and conditions as will be customary for companies similarlysituated in the industry; provided, however, that it may effect workers’

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compensation insurance or similar insurance with respect to operations in any particular state or otherjurisdiction through an insurance fund operated by such state or jurisdiction or by meeting the self-insurancerequirements of such state or jurisdiction, and will cause each Subsidiary to maintain such insurance unless theSubsidiary’s failure to maintain the insurance could not reasonably be expected to cause a Material AdverseChange.

SECTION 6.07. COMPLIANCE WITH LAWS.

Each Borrower will, and will cause each Loan Party and each Subsidiary thereof to, comply in allmaterial respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable tothem or to their respective assets, properties or businesses, and will use and operate all of its facilities andproperties in compliance with all applicable Laws, including Environmental Laws, and keep all permits,approvals, certificates and other authorizations of Governmental Authorities as is required by applicable Law,including Environmental Laws, in effect and remain in compliance therewith, except, in each case, where thefailure to comply therewith could not reasonably be expected to cause a Material Adverse Change.

SECTION 6.08. BOOKS AND RECORDS.

Each Borrower will, and will cause each Loan Party and each Subsidiary thereof to, maintain properbooks of record and account, in which full, true and correct (in all material respects) entries in conformity withGAAP consistently applied are made of all financial transactions and matters involving their respectiveproperties and businesses.

SECTION 6.09. INSPECTION RIGHTS.

Each Borrower will, and will cause Loan Party and each Subsidiary thereof to, permit representativesand independent contractors of Administrative Agent and each Lender (which will be subject to confidentialityobligations of Administrative Agent and the Lenders pursuant to Section 10.07 ) to visit and inspect any of theirrespective properties, to examine their corporate, financial and operating records, and make copies thereof orabstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors,officers and independent public accountants, at such reasonable times during normal business hours and as oftenas may be reasonably desired, upon reasonable advance notice to the Administrative Borrower, on behalf of theBorrowers; provided that, unless an Event of Default has occurred and is continuing, the reasonable costs of onlytwo such visits and related inspections during any calendar year, among all members of the Credit Group, will beborne by the Borrowers; provided, however, that, notwithstanding the foregoing, if and for so long as an Eventof Default has occurred and is continuing, Administrative Agent or any Lender (or any of their respectiverepresentatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at anytime and without advance notice and as many times as Administrative Agent or any Lender may require. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Borrower,Loan Party or Subsidiary will be required to disclose, permit the inspection, examination or makingcopies or abstracts of, or discussion of, any document, information or other matter (a) in respect of whichdisclosure to the Administrative Agent or any Lender (or their respective representatives or contractors)is prohibited by Law or any binding, arm’s-length agreement with a third party or (b) is subject toattorney-client or similar privilege or constitutes attorney work product.

SECTION 6.10. [RESERVED].

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SECTION 6.11. PAYMENT OF OBLIGATIONS.

Each Borrower will, and will cause each Loan Party and each Subsidiary thereof to, pay and discharge asthe same will become due and payable, all its obligations and liabilities, including (a) all tax liabilities,assessments and governmental charges or levies upon it or its properties or assets the failure of which to paycould reasonably be expected to cause a Material Adverse Change, unless the same are being contested in goodfaith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are beingmaintained by such Person; (b) all lawful claims which, if unpaid, would by law become a Lien upon itsproperty (other than a Permitted Lien), except as could not reasonably be expected to cause a Material AdverseChange; and (c) all Indebtedness, as and when due and payable (but subject to any subordination provisionscontained in any instrument or agreement evidencing such Indebtedness), except as could not reasonably beexpected to cause a Material Adverse Change.

SECTION 6.12. COVENANT TO GUARANTEE OBLIGATIONS AND GRANT SECURITY .

Upon the formation or acquisition by any Loan Party of any new direct or indirect Domestic Subsidiarythat constitutes a Material Subsidiary, or upon any Domestic Subsidiary becoming a Material Subsidiary asdetermined based on the most recent audited Consolidated financial statements or unaudited Consolidatedfinancial statements, as the case may be, of the Parent and its Subsidiaries delivered to Administrative Agentpursuant to Sections 6.01(a) or (b) , then the Borrowers will, in each case, at the Borrowers’ expense withinthirty days (or such later time as may be agreed to by Administrative Agent in writing) after such formation oracquisition or the delivery of such Consolidated financial statements, notify Administrative Agent in writing ofany Domestic Subsidiary constituting a Material Subsidiary and cause such Person (and in the case of aSubsidiary, cause each direct and indirect parent of such Subsidiary, if it has such parent is not already done soa Loan Party ), to (i) duly execute and deliver to Administrative Agent a Joinder Agreement in the formattached to this Agreement as Exhibit C , satisfactory to Administrative Agent in its Reasonable Discretion,pursuant to which such Person is joined to this Agreement and becomes a Subsidiary Guarantor hereunder for allpurposes of this Agreement, including Section 10.15 , and the other Loan Documents, guaranteeing the otherLoan Parties’ Obligations under the Loan Documents , (ii) grant a security interest in all personal propertypursuant to the applicable Security Documents (subject to the exceptions specified in such SecurityDocuments) owned by such Subsidiary, (iii) deliver to the Administrative Agent such opinions, documentsand certificates as may be reasonably requested by the Administrative Agent and (iv) deliver to theAdministrative Agent such original certificated Equity Interests or other certificates and stock or othertransfer powers evidencing the Equity Interests of such Person . Unless Administrative Agent and theBorrowers otherwise expressly agree in advance in writing that a particular Foreign Excluded Subsidiary willcontinue as or become a Guarantor, no Subsidiary that is a Foreign an Excluded Subsidiary will be required tocontinue as or become a Guarantor under this Section 6.12 . Any Person that ceases to constitute a MaterialSubsidiary or that is or becomes an Excluded Subsidiary will be released from its obligations as a SubsidiaryGuarantor as provided in Section 10.15(a) . If as of the last day of the most recently ended Fiscal Year forwhich the Parent has delivered financial statements pursuant to Section 6.01(a) the aggregate grossrevenue of the Subsidiaries that are Loan Parties was less than 90% of the Consolidated gross revenue ofthe Parent and its Subsidiaries (excluding that portion of revenues attributable to any Subsidiary that isan Excluded Subsidiary) for such Fiscal Year, then the Administrative Borrower shall promptly designateone or more additional Subsidiaries as Guarantors and the Borrowers shall cause any such designatedSubsidiaries to comply with the provisions of Section 6.12 such that, after such designated Subsidiariesbecome Guarantors hereunder, the aggregate gross revenue of the Subsidiaries that are Loan Parties is90% or more of the Consolidated gross revenue of the Parent and its Subsidiaries (excluding that portionof revenues

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attributable to any Subsidiary that is an Excluded Subsidiary) for such Fiscal Year, determined on a proforma basis after giving effect to such designations.

SECTION 6.13. PARI PASSU.

The Borrowers covenant and agree that the Obligations of the Borrowers will at all times rank at leastpari passu with all other Indebtedness of the Borrowers, except to the extent permitted by Section 7.01 .

SECTION 6.14. FURTHER ASSURANCES.

In addition to the obligations and documents which this Agreement expressly requires any Borrower orany of its Subsidiaries (including any Loan Party) execute, acknowledge, deliver and perform, each Borrowerwill, and will cause each Loan Party and each Subsidiary thereof to, execute and acknowledge (or cause to beexecuted and acknowledged) and deliver to Administrative Agent all documents, and take all actions, that maybe reasonably requested by Administrative Agent or the Required Lenders from time to time hereunder toconfirm the rights created or now or hereafter intended to be created under the Loan Documents, to carry out thepurposes of the Loan Documents and the transactions contemplated hereunder and thereunder .

ARTICLE VII NEGATIVE COVENANTS

Each Loan Party hereby covenants and agrees that, so long as any Commitment is available hereunder orany Loan or Letter of Credit or other payment Obligation (other than as yet unasserted contingent obligations)remains unpaid, undrawn, unreimbursed or unsatisfied, it will not, and will not permit any of its Subsidiarieswhose annual gross revenues are greater than or equal to the Dollar Equivalent of $100,000,000 (each suchSubsidiary is referred to herein as a “ SignificantSubsidiary” ), directly or indirectly, to:

SECTION 7.01. LIENS.

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whethernow owned or hereafter acquired, other than any of the following (collectively, “ PermittedLiens” ):

(cccccc) any Lien securing the Secured Obligations for the benefit of the Credit Group or anyBank Product Provider ;

(dddddd) any Lien securing Indebtedness permitted by Sections 7.03(b) , 7.03(n) and 7.03(p) ; provided that that Indebtedness permitted by Section 7.03(n) may be secured only by Liens on assets locatedoutside of the United States and owned by the Foreign Subsidiary incurring such Indebtedness;

(eeeeee) any Lien for tax liabilities, fees, assessments and other governmental charges or leviesnot yet delinquent or remaining payable without penalty or to the extent that non-payment thereof is permittedby Section 6.11 ; provided that no notice of lien has been filed or recorded under the Code;

(ffffff) any landlord’s, supplier’s, carrier’s, warehouseman’s, mechanic’s, materialman’s,repairman’s or other like Lien (whether arising by operation of law, contract or otherwise) arising in the ordinarycourse of business that is not overdue for a period of more than thirty days, or that is being

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contested in good faith and by appropriate proceedings timely instituted and diligently conducted, if adequatereserves with respect thereto, if any, in accordance with GAAP are set aside on the financial statements of theapplicable Person;

(gggggg) any pledge or deposit in the ordinary course of business in connection with workers’compensation, unemployment insurance and other social security legislation, other than any Lien imposed byERISA or applicable Environmental Law;

(hhhhhh) any Lien incurred or deposit made to secure the performance of bids, trade contractsor leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments orlitigation), performance bonds and other obligations of a like nature (including obligations under indemnityagreements for surety bonds) , in each case incurred in the ordinary course of business;

(iiiiii) any zoning, building and other land use restrictions, easements, rights-of-way,covenants, restrictions and other similar encumbrances incurred in the ordinary course of business which, in theaggregate, are not substantial in amount and which do not in any case materially detract from the value of thereal property subject thereto or interfere with the ordinary conduct of the businesses of such Person;

(jjjjjj) any interest or title of a lessor or sublessor under an operating lease;

(kkkkkk) any Lien securing a judgment for the payment of money not constituting an Event ofDefault under Section 8.01(h) or securing an appeal or other surety bond related to any such judgment;

(llllll) any Lien existing on any property of any Target prior to the acquisition thereof pursuantto a Permitted Acquisition consummated after the Closing Date; provided that (A) such Lien is not created incontemplation of or in connection with such Permitted Acquisition and (B) such Lien will secure only thoseobligations which it secures on the date when such Permitted Acquisition closes and is consummated, and anyrefinancing of such Indebtedness secured by such Liens to the extent permitted by Section 7.03 ; provided further that the principal amount of Indebtedness secured by all such Liens pursuant to this clause (j) (other thanLiens that (1) attach to or otherwise encumber only specified real property, improvements and/or fixed assets ofsuch Target, or are in the nature of a purchase money security interest or a Capital Lease, and (2) are not in thenature of a floating Liens) does not exceed $25,000,000 in the aggregate;

(mmmmmm) Liens in effect on the Closing Third Amendment Effective Date and described onSchedule 7.01 ; provided that no such Lien will extend to any property other than: (i) property subject to suchLien on the date of this Agreement; (ii) after-acquired property to the extent such Lien includes a grant of asecurity interest in such after-acquired property; and (iii) products, proceeds, rents and profits of such property tothe extent such Lien includes a grant of a security interest in such products, proceeds rents and profits;

(nnnnnn) Liens securing Indebtedness permitted under Section 7.03(e) ; provided that (i) suchLiens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) theIndebtedness secured thereby does not exceed the cost or fair market value (as reasonably determined in goodfaith by the Administrative Borrower) , whichever is lower, of the property being acquired on the date ofacquisition, and (iii) such security interests and the Indebtedness secured thereby are incurred prior to or withinninety days after such acquisition or the completion of such construction or improvement;

(oooooo) any Lien arising by virtue of any contractual, statutory or common law provision relatingto banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintainedwith a creditor depository institution or securities accounts; provided that such deposit

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account is not a dedicated cash collateral account in favor of such depository institution and is not otherwiseintended to provide collateral security (other than for customary account commissions, fees and reimbursableexpenses relating solely to such deposit account, and for returned items);

(pppppp) Liens in the form of cash collateral securing reimbursement obligations under letters ofcredit and Bank Undertakings not issued by a L/C Issuer hereunder but permitted by Section 7.03(o) ;

(qqqqqq) any right of a licensee under any license agreement for the use of intellectual propertyor other intangible assets of any Borrower or any Subsidiary thereof as to which such Borrower or Subsidiary isthe licensor permitted under Section 7.05 ;

(rrrrrr) any right of a licensor under any license agreement for the use of intellectual property orother intangible assets as to which any Borrower or any Subsidiary thereof is the licensee;

(ssssss) any Liens arising out of conditional sale, title retention, consignment or similararrangements for sale of goods entered into by any Loan Party or Significant Subsidiary in the ordinary course ofbusiness not materially interfering with the conduct of the business of the Parent and its Subsidiaries taken as awhole;

(tttttt) any leases granted to others in the ordinary course of business not interfering, alone or inthe aggregate, with the conduct of the business of the Parent and its Subsidiaries taken as a whole;

(uuuuuu) real estate security deposits with respect to leaseholds in the ordinary course of business;

(vvvvvv) Permitted Encumbrances;

(wwwwww) customary Liens securing obligations under Permitted Receivables Financings; and

(xxxxxx) other Liens securing outstanding Indebtedness not to exceed an aggregate amount whenincurred equal to the greater of (i) 5 2 % of Consolidated Tangible Assets as of the last day of the immediatelypreceding fiscal quarter for which financial statements are available and (ii) $ 150,000,000. 50,000,000.

SECTION 7.02. INVESTMENTS.

Make any Acquisition or enter into any agreement to make any Acquisition, or make, purchase oracquire any Investment, except in each case as may be permitted by Section 7.04 or except for:

(yyyyyy) Investments in Cash and Cash Equivalents in the ordinary course of business pursuantto the Borrowers’ usual and customary cash management policies and procedures;

(zzzzzz) any Permitted Acquisition; providedthat, at the time such Permitted Acquisition iscompleted, the Additional Transaction Condition is met and the Administrative Borrower has deliveredto the Administrative Agent a certificate of a Responsible Officer confirming the satisfaction of thecondition set forth in this proviso;

(aaaaaaa) Guarantees constituting Indebtedness to the extent permitted by Section 7.03(c) ;

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(bbbbbbb) Investments in any Loan Party and any Subsidiary that is not a Joint Venture;

(ccccccc) Investments in the form of any Swap Contracts (i) the liabilities under which areunsecured and (ii) which are entered into not for speculative purposes but to hedge or mitigate risks to which aBorrower or any Subsidiary has perceived exposure (other than those in respect of the capital stock of aBorrower or any of its Subsidiaries);

(ddddddd) Investments existing on the Closing Third Amendment Effective Date and set forthon Schedule 7.02;

(eeeeeee) Investments in Joint Ventures arising in the ordinary course of business consistent withpast practice;

(fffffff) Investments permitted by Section 7.03 ; and

(ggggggg) additional Investments by the Borrowers and Significant Subsidiaries in the aggregateamount invested after the Closing Date of $100,000,000; provided that (A) such Investments will be in Targetsor other Persons engaged in one or more business activities that are of a type substantially similar, or reasonablyrelated, to those engaged in by the Borrowers and their Subsidiaries as of the date of this Agreement and (B)such $100,000,000 cap shall be reduced to $25,000,000 to the extent the Additional Transaction Conditionis not met at the time of any such Investment; provided, however, no Default or Event of Default shalloccur as a result of the Borrowers and Significant Subsidiaries exceeding the cap contained in this clause(i) solely as a result of a reduction in the cap pursuant to this clause (B) (to the extent such Investment waspermitted at the time made) .

SECTION 7.03. INDEBTEDNESS.

Create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable withrespect to, any Indebtedness, except:

(hhhhhhh) Indebtedness under this Agreement and the other Loan Documents or relating to anyBank Product ;

(iiiiiii) Indebtedness outstanding on the date hereof Third Amendment Effective Date andlisted on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that theamount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extensionexcept by an amount equal to the amount paid, and fees and expenses incurred, in connection with suchrefinancing and by an amount equal to any existing commitments unutilized thereunder;

(jjjjjjj) contingent obligations with respect to (i) performance guarantees and surety bondsincurred in the ordinary course of business and of a type and amount consistent with past practices of theBorrowers and their Subsidiaries and (ii) the sale of accounts receivable as permitted under Section 7.05(j) ;

(kkkkkkk) Swap Contracts permitted pursuant to Section 7.02(e) ;

(lllllll) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations andpurchase money obligations incurred to finance the acquisition, construction or improvement of fixed or capitalassets (excluding real property) within the limitations set forth in Section 7.01(l) ; provided, however, that (i)such Indebtedness is incurred prior to or within ninety days after such acquisition or the completion of suchconstruction or improvement and (ii) the aggregate amount of all such Indebtedness at any one time

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outstanding will not exceed $100,000,000;

(mmmmmmm) endorsements for collection or deposit and Indebtedness of the Borrower or any ofits Restricted Subsidiaries incurred to finance insurance premiums, in each case in the ordinary course ofbusiness;

(nnnnnnn) unsecured Indebtedness in the form of intercompany loans made by and between theParent and its Subsidiaries and by and between Subsidiaries in connection with the internal cash managementsystem maintained the Borrowers and their Subsidiaries substantially as in effect on the Closing Date, orGuarantees by the Borrowers Loan Parties or their Significant Subsidiaries of Indebtedness of any of theirSubsidiaries to the extent necessary to support the normal operating activities of such Subsidiaries;

(ooooooo) unsecured Indebtedness in respect of (i) notes issued to former employees for thepurchase price of stock redeemed by the Parent in accordance with the stock repurchase requirements set forth inthe Parent’s bylaws in effect as of the Closing Date, (ii) notes issued in the purchase by the Parent of shares ofits common stock under the repurchase rights set forth in the Parent’s bylaws in effect as of the Closing Date,(iii) notes issued in the purchase by the Parent of shares of its common stock on the internal market to balancethe supply and demand for common stock between sellers and buyers, and (iv) notes issued to employees orformer employees upon the exercise of (or in satisfaction of) stock appreciation rights or to pay or satisfy rightsunder a phantom stock plan;

(ppppppp) Indebtedness

A. 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 Required Lenders that (i) theobligations arising under such long-term senior unsecured notes rank pari passu or junior in right of payment tothe Obligations under this Agreement and the other Loan Documents and (ii) on a pro forma basis, after givingeffect to the issuance of the long-term senior unsecured notes, no Default or Event of Default will exist and thatthe Borrowers will remain in compliance with each of the financial covenants set forth in Section 7.14 upon theoccurrence of an additional $1.00 of Indebtedness; and

B. of any Loan Party consisting of senior notes (including Guarantees by any Loan Party of such

Indebtedness incurred by a subsidiary of such Loan Party); provided that in the case of Indebtedness incurredpursuant to this clause (B), (i) such Indebtedness shall be unsecured, (ii) on a pro forma basis, after giving effectto such Indebtedness, the Loan Parties are in compliance with each of the financial covenants set forth inSection 7.14 , (iii) the representations, covenants and events of default in respect of such Indebtedness (otherthan interest rate and fees) are no more restrictive on the applicable obligor than the representations, covenantsand Events of Default hereof and (iv) the maturity date of such Indebtedness shall be no earlier than six monthsfollowing the Revolving Credit Maturity Date and such Indebtedness shall not be subject to amortization ormandatory prepayment prior to such date;

(qqqqqqq) Indebtedness in respect of accounts payable and accrued expenses incurred in the

ordinary course of business which in the aggregate could not reasonably be expected to cause a MaterialAdverse Change;

(rrrrrrr) Indebtedness arising from judgments not constituting an Event of Default under Section 8.01(h) ;

(sssssss) (i) unsecured Indebtedness assumed in connection with Permitted Acquisitions and

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(ii) secured Indebtedness assumed in connection with Permitted Acquisitions to the extent the Liens securingsuch Indebtedness (if any) are permitted under Section 7.01 ;

(ttttttt) Earnouts incurred in connection with Permitted Acquisitions;

(uuuuuuu) Indebtedness and all commitments to incur Indebtedness incurred by SignificantSubsidiaries that are Foreign Subsidiaries in currencies other than Dollars in an aggregate amount not to exceedthe Dollar Equivalent of $ 200,000,000 50,000,000 at any one time outstanding or committed ( “ ForeignIndebtedness” ), including Guarantees by any Borrower Loan Party or Significant Subsidiary of ForeignIndebtedness, in each case so long as (i) no Event of Default has occurred and is continuing or will occur as aresult of the incurrence or Guarantee of such Foreign Indebtedness and (ii) within five days after the closing ofany financing transaction involving the incurrence or commitments to incur Foreign Indebtedness in excess of anaggregate amount of the Dollar Equivalent of $25,000,000, the Administrative Borrower , on behalf of theBorrowers, will deliver to Administrative Agent drafts of the material loan documentation related to suchForeign Indebtedness in substantially final form;

(vvvvvvv) to the extent the Administrative Borrower, on behalf of the Borrowers, requests theissuance of a Credit pursuant to Section 2.04 and no L/C Issuer is able or willing to issue such Credit under thisAgreement, whether because the issuance of such Credit cannot be made in accordance with the conditions ofSection 2.04 or otherwise, the Borrowers may request banks and other issuers of letters of credit or independentundertakings within the meaning of, and complying with the requirements of, 12 C.F.R. §7.1016 as to which theissuer’s obligation to honor depends upon the presentation of specified documents and not upon non-documentary conditions or resolution of any questions of fact or law (such undertakings referred to in this clause(o) and the definition of Middle East Letters of Credit as “ bank undertakings ”) to issue standby and commercialletters of credit and bank undertakings instead of such requested Credit up to an aggregate amount available andundrawn or drawn and unreimbursed at any time for all such letters of credit and bank undertakings issued otherthan under this Agreement of up to a Dollar Equivalent of $150,000,000 (exclusive of fluctuations in foreignexchange rates after the date of issuance); provided , that , notwithstanding the foregoing, without requestingthe issuance of a Credit pursuant to Section 2.04 and whether or not any L/C Issuer is able or willing to issuesuch Credit under this Agreement, the Administrative Borrower may request the issuance of Middle East Lettersof Credit from banks or other issuers of letters of credit or bank undertakings that are not L/C Issuers (for theavoidance of doubt, the other restriction set forth in this clause (o) shall apply (including such $150,000,000aggregate limit) to such Middle East Letters of Credit);

(wwwwwww) Indebtedness of any Borrower Loan Party or any Significant Subsidiary secured onlyby a mortgage or deed of trust on real property owned by such Borrower Loan Party or Subsidiary in theaggregate principal amount for all such mortgage financings of the Borrowers Loan Parties and theirSubsidiaries not to exceed $50,000,000 outstanding at any time;

(xxxxxxx) Subordinated Debt of any Loan Party or any Significant Subsidiary; provided that (i )such Indebtedness shall be unsecured, (ii ) such Indebtedness shall be subordinated to the Obligations, (iii ) theLoan Parties are in compliance with each of the financial covenants set forth in Section 7.14 , after giving effectto such Indebtedness on a pro forma basis, (iv ) the representations, covenants and events of default in respect ofsuch Indebtedness (other than interest rate and fees) are no more restrictive on the applicable obligor than therepresentations, covenants and Events of Default hereof and (v ) the maturity date of such Indebtedness shall beno earlier than six months following the Revolving Credit Maturity Date and such Indebtedness shall not besubject to amortization or mandatory prepayment prior to such date; and

(yyyyyyy) in addition to the other Indebtedness permitted under this Section 7.03 ,

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Indebtedness of the Parent and any of its Subsidiaries, taken together, in the aggregate principal amountoutstanding at any time not to exceed $150,000,000 and , in the case of any Loan Party, ranking pari passu orjunior in right of payment to the Obligations under this Agreement and the other Loan Documents; provided ,however, no more than $50,000,000 of such Indebtedness may be secured by Permitted Liens. SECTION 7.04. FUNDAMENTAL CHANGES.

Merge, dissolve, liquidate, recapitalize, consolidate with or into another Person, except that, so long asno Event of Default has occurred and is continuing or would result therefrom:

(zzzzzzz) any Borrower or Significant Subsidiary that is a Loan Party may merge or consolidatewith any Domestic Subsidiary; provided that (i) such Loan Party will be the continuing or surviving Person; or(ii) if such Loan Party is not the continuing or surviving Person, then (A) such Loan Party will provideAdministrative Agent with written notice at least ten days prior to the consummation of any such merger orconsolidation and (B) concurrently with the effectiveness of such merger or consolidation, the continuing orsurviving Domestic Subsidiary will execute such documentation as Administrative Agent requires in itsReasonable Discretion to evidence such Domestic Subsidiary’s assumption of all of the Obligations of suchmerging or consolidating Loan Party and to comply with the provisions of the Loan Documents after givingeffect to such merger or consolidation;

(aaaaaaaa) any Significant Subsidiary may merge or consolidate with (i) any Loan Party, providedthat (A) such Loan Party will be the continuing or surviving Person or (B) if such Loan Party is not thecontinuing or surviving Person, then (1) such Subsidiary will be a Domestic Subsidiary, (2) the Loan Party willprovide Administrative Agent with written notice at least ten days prior to the consummation of any such mergeror consolidation and (3) concurrently with the effectiveness of such merger or consolidation, such DomesticSubsidiary will execute such documentation as Administrative Agent requires in its Reasonable Discretion toevidence such Domestic Subsidiary’s assumption of all of the Obligations of such merging or consolidatingLoan Party and to comply with the provisions of the Loan Documents after giving effect to such merger orconsolidation; (ii) any one or more other Domestic Subsidiaries that is not a Loan Party, provided that if anymerger or consolidation of two such Domestic Subsidiaries which are not Loan Parties results in the creation of aMaterial Subsidiary, such resulting Subsidiary will be subject to Section 6.12 ; or (iii) any Foreign Subsidiary;provided that such merging or consolidating Subsidiary is not a Loan Party;

(bbbbbbbb) reserved;

(cccccccc) in connection with any Permitted Acquisition, any Significant Subsidiary may mergeinto or consolidate with any other Person or permit any other Person to merge into or consolidate with it;provided that (i) the Person surviving such merger will be a directly or indirectly wholly-owned Subsidiary of aBorrower and (ii) in the case of any such merger to which any Loan Party is a party, (A) such Loan Party is thesurviving Person, or (B) if such Loan Party is not the surviving Person, then (1) such surviving Person will be aDomestic Subsidiary, (2) the Loan Party will provide Administrative Agent with written notice at least ten daysprior to the consummation of any such merger or consolidation and (3) concurrently with the effectiveness ofsuch merger or consolidation, such surviving Person will execute such documentation as Administrative Agentrequires in its Reasonable Discretion to evidence such surviving Person’s assumption of all of the Obligations ofsuch merging or consolidating Loan Party and to comply with the provisions of the Loan Documents (includingthe requirements of Section 6.12 ) after giving effect to such merger or consolidation; and

(dddddddd) the liquidation or dissolution of any Subsidiary; provided that, in the case of anySubsidiary that is a Loan Party, (i) the Borrowers provide written notice to Administrative Agent at least

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ten days prior to the effectiveness of such liquidation or dissolution and (ii)(A) all assets and property of suchSubsidiary is transferred to another Loan Party or (B) if such assets and property are transferred to anotherSubsidiary, (1) such recipient Subsidiary is a Domestic Subsidiary and (2) if such transfer of assets and propertyto such recipient Subsidiary results in the creation of a Material Subsidiary, upon the effectiveness of suchtransfer of assets or property the Borrowers will comply with Section 6.12 with respect to such recipientSubsidiary.

SECTION 7.05. DISPOSITIONS.

Sell, assign, lease, convey, transfer or otherwise Dispose of (whether in one or a series of transactions)any property or assets (or enter into any agreement to do the same), except:

(eeeeeeee) Dispositions of used, obsolete, sur plus or worn out property, whether now owned orhereafter acquired, in the ordinary course of business and the abandonment or other Disposition of intellectualproperty that is, in the reasonable judgment of the Borrowers, no longer economically practicable to maintain oruseful in the conduct of the business of the Parent and its Subsidiaries, taken as a whole;

(ffffffff) subject to Section 7.07 , Dispositions of property by any Borrower or any SignificantSubsidiary to any Borrower or to a wholly owned Subsidiary of any Borrower;

(gggggggg) Dispositions permitted by Section 7.02, 7.04 or 7.06 ;

(hhhhhhhh) the unwinding of any Swap Contract;

(iiiiiiii) leases of property, including real property, in each case in the ordinary course ofbusiness not materially interfering with the conduct of the business of the Parent and its Subsidiaries, taken as awhole;

(jjjjjjjj) licenses for the use of intellectual property or other intangible assets; provided that, (i)in the case of any such license granted on an non-exclusive basis, such license will be in the ordinary course ofsuch licensor’s business, and (ii) in the case of any such license granted on an exclusive basis, such licensor hasdetermined in its reasonable business judgment that such intellectual property or other intangible assets are notlikely to be otherwise monetized by the Borrowers and Significant Subsidiaries in the ordinary course of theirrespective businesses;

(kkkkkkkk) Dispositions of accounts receivable in connection with the compromise, settlement orcollection thereof in the ordinary course of business;

(llllllll) Dispositions of Cash and Cash Equivalents in the ordinary course of business andDispositions in respect of any Bank Products ;

(mmmmmmmm) Dispositions of assets for cash or other property if all of the following conditionsare met: (i) such assets (valued at book value) do not constitute a “substantial part” (as defined below) of theassets of the Parent and its Subsidiaries taken as a whole; and (ii) with respect to such disposition of assets thatin the aggregate, exceed $100,000,000 (valued at book value), a Responsible Officer of the applicable transferorwill certify to Administrative Agent that: (A) the sale is for reasonably equivalent value, (B) is in the bestinterests of such transferor and (C) immediately after the consummation of the transaction and after giving effectthereto, no Default or Event of Default would exist. For purposes of this Section 7.05(i) , a sale of assets will bedeemed to involve a “substantial part” of the assets of the

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Parent and its Subsidiaries taken as a whole if the book value of such assets, together with all other assets sold inreliance upon this Section 7.05(i) during the same Fiscal Year (except those assets sold pursuant to clauses (a)through (h) of this Section 7.05 ), equals 10.00% or more of the Consolidated total assets of the Parent and itsSubsidiaries taken as a whole determined as of the end of the immediately preceding Fiscal Year; and

(nnnnnnnn) Program Eligible Receivables sold in any Permitted Receivable Financing; providedthat the aggregate face amount at any time of Program Receivables sold pursuant to all proposed to be sold plusthe aggregate face amount of Eligible Receivables previously sold in all other Permitted ReceivablesFinancings made since the Closing Date may not exceed 25% of the aggregate Eligible Receivables at suchtime; provided, further, that if the Parent’s Consolidated Leverage Ratio is greater than 2.50:1.00, as set forth inthe most recent Compliance Certificate delivered to Administrative Agent 5% of Eligible Receivablesdetermined as of the last day of the Fiscal Period most recently ended before such proposed sale for whichthe Parent has delivered financial statements pursuant to Section 6.01( c) , then the aggregate face amount ofProgram Receivables sold pursuant to all Permitted Receivables Financings made since the Closing Date maynot exceed 15% of the aggregate Eligible Receivables at such time a) or Section 6.01(b) .

SECTION 7.06. RESTRICTED PAYMENTS.

Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent orotherwise) to do so, except that:

(a) in the case of any Loan Party (other than the Parent) or any Significant Subsidiary, such LoanParty or Significant Subsidiary may declare or make, directly or indirectly, any Restricted Payment, or incur anyobligation (contingent or otherwise) to do so, in respect of Restricted Payments to any Loan Party and to wholly-owned Subsidiaries of any Loan Party (and, in the case of a Restricted Payment by a non-wholly-ownedSignificant Subsidiary, to the owners of Equity Interests of such Significant Subsidiary, in respect of which suchRestricted Payment is declared, made and/or incurred, on a pro rata basis based on their relative ownershipinterests);

in the case of the Parent, Parent may declare or make, directly or indirectly, any Restricted Payment, orincur any obligation (contingent or otherwise) to do so, in respect of:

repurchases of its common stock offered for sale on the limited market (also known as theinternal market) referred to in the “special provisions relative to stock” set forth in the Parent’s bylaws,as those bylaws are in effect as of the Closing Date; provided , that, before the Additional TransactionCondition is satisfied, (A) the amount of any Restricted Payment made pursuant to this Section7.06(b)(i) shall not exceed the Available Restricted Payment Amount determined at the time ofmaking each such Restricted Payment , (B) both before and after giving effect to such RestrictedPayment, the aggregate amount of repurchases made in cash pursuant to this clause (b)(i) shall notexceed (A) during the period from July 1, 2014 through December 31, 2014 (the “ 2014PaymentPeriod”), an amount equal to (1) $45,000,000 minus (2) the aggregate amount of Legally Required RestrictedPayments made in cash during the 2014 Payment Period through such time, and (B) during FY2015, anamount equal to (1) $45,000,000 minus (2) the lesser of (A) the aggregate amount of Legally RequiredRestricted Payments made in cash during FY2015 through such time, or (B) $45,000,000; no Default orEvent of Default has occurred and be continuing and (C) the Borrowers are, both before and aftergiving effect to such Restricted Payment, in compliance

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on a proformabasis with the financial covenants set forth in Section 7.14 determined as of the datesuch Restricted Payment is to be made;

Legally Required Restricted Payments;

Restricted Payments made in connection with and strictly for (A) :

(A) payments on or repurchases of common stock issued by the Parent (includingdividends on the Parent’s common stock but excluding Restricted Payments made pursuant toclauses (i) or (ii) above) or (B) redemptions of preferred stock issued by the Parent (excludingany dividends on such preferred stock), in each case so long as, at the time of making each suchRestricted Payment and (ii) above); provided that, at the time of making, and after givingeffect to , each such Restricted Payment, (1) at any time during which the AdditionalTransaction Condition is not met, the amount of any Restricted Payment pursuant to thisSection 7.06(b)(iii) shall not exceed the Available Restricted Payment Amount determinedat the time of such Restricted Payment, (2) at any time during which the AdditionalTransaction Condition is met, the aggregate amount of all such Restricted Payments in anyFiscal Year pursuant to this clause (iii) does not exceed (a) during FY2015, $15,000,000, minusthe first $15,000,000 of Legally Required Restricted Payments made in cash in excess of$45,000,000 during FY2015 through such time, or (b) during any other Fiscal Year,$100,000,000, (2) Restricted Payments pursuant to this Section 7.06(b)(iii) (including allRestricted Payments pursuant to this clause (A) and clause (B) below) does not exceed$100,000,000 during any Fiscal Year, (3) at any time during which the AdditionalTransaction Condition is not met, the Borrowers shall be in pro forma compliance with thefinancial covenants set forth in Section 7.14, and (4) in each case the additional conditionsset forth below are satisfied; and

(B) redemptions of preferred stock issued by the Parent (excluding anydividends on such preferred stock) ; providedany such redemption of preferred stock maybe made only if, at the time of making, and after giving effect to, each such RestrictedPayment, (1) the Additional Transaction Condition is met, (2) the aggregate amount of allRestricted Payments pursuant to this Section 7.06(b)(iii) (including all Restricted Paymentspursuant to this clause (B) and clause (A) above) does not exceed $100,000,000 during anyFiscal Year, and (3) in each case the additional conditions set forth below are satisfied;

The making of any Restricted Payment pursuant to clause (A) or clause (B) of this Section7.06(b)(iii) shall be subject, in each case, to satisfaction (at the time of, and after givingeffect to, such Restricted Payment) of the following additional conditions: (I) at the time of,and after giving effect to, such Restricted Payment, no Default or Event of Default hasoccurred and is continuing or would result therefrom, ( 3) II) at the time of, and after givingeffect to, such Restricted Payment, the cash distribution and payment thereof is in compliancewith Section 6.07 , and ( 4 III ) after giving effect to any such Restricted Payment pursuant tothis clause (iii) , on a pro forma basis, the Consolidated Leverage Ratio, determined as of the lastday of the Fiscal Period most recently ended before such Restricted Payment for which theParent has delivered financial statements pursuant to Section 6.01(a) or Section 6.01(b) , is lessthan or equal to (y) 3.00:1.00, if the last day of such Fiscal Period is on or before December 31,2015

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and (z) 2.75:1.00, if the last day of such Fiscal Period is after December 31, 2015 and (5) withrespect to any such Restricted Payment made pursuant to this clause (iii) at any time on or priorto December 31, 2015, both before and after giving effect to such Restricted Payment, theBorrowers shall demonstrate pro forma compliance with the financial covenants set forth inSection 7.14 2.75:1.00 ; provided , that, to the extent the aggregate amount of all RestrictedPayments made pursuant to this clause Section 7.06(b) (iii) in any Fiscal Period exceed exceeds$5,000,000 (and subsequent to crossing such threshold, each time the aggregate amount of alladditional payments in any Fiscal Period exceeds an increment of $5,000,000), the Borrowersshall concurrently provide a certificate executed by a Responsible Officer of the Parentevidencing compliance with the leverage ratio requirements set forth in clause ( 4) above III) ofthis Section 7.06(b)(iii) and, if applicable, compliance with the financial covenant requirementset forth in clause ( 5) above A)(3) of this Section 7.06(b)(iii)) ;

Restricted Payments made in connection with the repurchase by the Parent of shares of its

common stock or preferred stock in an aggregate amount not to exceed an amount equal to 50% of thecash proceeds received in connection with any Asset Disposition net of taxes paid as a result of suchAsset Disposition (after taking into account any available tax credit or deductions and any tax sharingarrangements) so long as, after giving effect to any such Restricted Payment pursuant to this clause (iv),(A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) theBorrowers shall demonstrate pro forma compliance with the financial covenants set forth in Section 7.14determined as of the last day of the Fiscal Period most recently ended before such Restricted Paymentfor which the Parent has delivered financial statements pursuant to Section 6.01(a) or Section 6.01(b) ; reserved;

Restricted Payments consisting of dividends (other than dividends paid in accordance withclause (vi) below) on the Parent’s preferred stock so long as after giving effect to any such RestrictedPayment pursuant to this clause (v), (A) no Default or Event of Default has occurred and is continuing orwould result therefrom and , (B) the Borrowers shall demonstrate pro forma compliance with thefinancial covenants set forth in Section 7.14 determined as of the last day of the Fiscal Period mostrecently ended before such Restricted Payment for which the Parent has delivered financial statementspursuant to Section 6.01(a) or Section 6.01(b) , (C) the Additional Transaction Condition is satisfiedat the time such Restricted Payment is made and (D) after giving effect to any such RestrictedPayment on a proformabasis, the Consolidated Leverage Ratio, determined as of the last day ofthe Fiscal Period most recently ended before such transaction for which the Parent has deliveredfinancial statements pursuant to Section 6.01(a) or Section 6.01(b), shall be less than or equal to1.50:1.00 ;

Restricted Payments made (A) solely in Equity Interests of the Parent or (B) in an aggregateamount equal to the amount of proceeds received by the Parent from the issue of new Equity Interests ofthe Parent, so long as (1) after giving effect to any such Restricted Payment pursuant to this clause (vi),the Borrowers shall demonstrate pro forma compliance with the financial covenants set forth in Section7.14 determined as of the last day of the Fiscal Period most recently ended before such RestrictedPayment for which the Parent has delivered financial statements pursuant to Section 6.01(a) or Section6.01(b) , and (2) in the case of any Restricted Payment made pursuant to clause (B) of this clause (vi)during FY2015, (a) such Restricted Payment is not made prior to achievement of the Target PreferredEquity Offering, and (b) at the

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time of making each such Restricted Payment and after giving effect to such Restricted Payment, theaggregate amount of all Restricted Payments made under clauses (i), (ii), (iii) and (vi)(B) of this Section7.06(b) during FY2015 through such time does not exceed $120,000,000 ;

Restricted Payments made pursuant to any shareholder rights plan adopted for the purpose ofprotecting shareholders from takeover tactics (and solely to the extent that such Restricted Payments aremade in furtherance of such purpose); provided , that, with respect to any Restricted Payment madepursuant to this clause (vii) at any time on or prior to December 31, 2015, the Borrowers shalldemonstrate pro forma compliance with the financial covenants set forth in Section 7.14 determined asof the last day of the Fiscal Period most recently ended before such Restricted Payment for which theParent has delivered financial statements pursuant to Section 6.01(a) or Section 6.01(b) ; and

Restricted Payments made by the Parent in connection with the net exercise by holders ofoptions or warrants or similar securities, or in connection with the withholding or payment of taxes uponthe vesting of restricted stock, stock appreciation rights or similar securities of the Parent.

SECTION 7.07. TRANSACTIONS WITH AFFILIATES.

Enter into any transaction, directly or indirectly, with or for any Affiliate of a Borrower (other thananother Borrower or any Subsidiary) except (a) on a basis no more favorable to such Affiliate than would beobtained in a comparable arm’s length transaction with a Person not an Affiliate of a Borrower or , (b) anytransaction involving assets that are not material to the business and operations of the Borrowers or theSubsidiaries involved in such transaction or (c) any transaction related to any Bank Products .

SECTION 7.08. BURDENSOME AGREEMENTS.

Except as provided in this Agreement or another Loan Document , create or otherwise cause or sufferto exist or become effective any consensual encumbrance or restriction of any kind on such Loan Party’s orSignificant Subsidiary’s ability to (a) pay dividends or make any other distributions on any of its EquityInterests, (b) repay or prepay any Indebtedness owed by such Loan Party or Significant Subsidiary to anyBorrower or any other Subsidiary of the Borrowers, (c) make loans or advances to any Borrower or any otherSubsidiary of the Borrowers or (d) transfer any of its property or assets to any Borrower or any other Subsidiaryof the Borrowers, in each case other than (i) customary non-assignment provisions of leases, subleases andsublicenses and similar agreements and in other contracts (and applicable solely to the rights and obligationsunder such contracts), (ii) with respect to the specific property to be sold pursuant to an executed agreement inconnection with a Disposition permitted under Section 7.05 , (iii) encumbrances or restrictions under documentswith respect to Indebtedness permitted under (A) Section 7.03(b) ( provided that the encumbrances orrestrictions under documents with respect to any refinancing, refunding, renewal or extension of suchIndebtedness are not materially more restrictive than the encumbrances or restrictions under the Indebtednessbeing refinanced, refunded, renewed or extended) or (B) Section 7.03(e) , (iv) pursuant to any Permitted Lien, and (v) pursuant to terms subordinating intercompany Indebtedness to claims of pension trustees and (vi)pursuant to the terms of any Bank Products .

SECTION 7.09. USE OF PROCEEDS.

Use any portion of the proceeds of any Credit Extension, whether directly or indirectly, and whetherimmediately, incidentally or ultimately, (a) to purchase or carry margin stock (within the meaning of RegulationU of the FRB) if and to the extent doing so would result in a violation of Regulation T, U or X

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of the FRB by any Lender or to extend credit to others for the purpose of purchasing or carrying margin stock ifand to the extent doing so would result in a violation of Regulation T, U or X of the FRB by any Lender or torefund indebtedness originally incurred for such purpose or (b) for any other purpose other than (i) to refinanceall of the Indebtedness under the Original Credit Agreement, (ii) to fund the Transaction Costs and (iii) to fundthe ongoing working capital and general corporate needs of the Borrowers and their Subsidiaries (includingPermitted Acquisitions), to the extent permitted by the Loan Documents and in all material respects byapplicable Law.

SECTION 7.10. MAINTENANCE OF BUSINESS

From and after the Closing Date, engage in any business other than the types of business activities inwhich the Parent and its Subsidiaries engage as of the date of this Agreement and business activities reasonablyrelated or complementary thereto.

SECTION 7.11. AMENDMENTS OF ORGANIZATION DOCUMENTS.

Amend or modify any Organizational Document of any Loan Party in any way could reasonably beexpected to cause a Material Adverse Change (including the ability of the Loan Parties to pay the Obligations infull when and as payable under the Loan Documents). Each Borrower will give Administrative Agent writtennotice of any rescission or modification of its resolutions delivered to the Administrative Agent pursuant toSection 4.01(a) . For the avoidance of doubt, this Section 7.11 will not restrict or effect any transactionpermitted by Section 7.04 .

SECTION 7.12. ACCOUNTING CHANGES.

Make any change in (a) accounting policies or financial reporting practices or (b) the Fiscal Year, ineach case except as required by GAAP, as contemplated by the definitions of “Fiscal Period” and “Fiscal Year”or as required to implement any such change.

SECTION 7.13. PREPAYMENTS OF INDEBTEDNESS.

Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in anymanner any Indebtedness, if such prepayment would, on a pro forma basis, cause a Default or Event of Defaulthereunder; provided that the provisions of this Section 7.13 will not apply to (i) the prepayment of the Loans inaccordance with the terms of this Agreement or (ii) the prepayment of obligations under the Borrowers’ internalcash management system substantially similar to the system in effect on the Closing Date.

SECTION 7.14. FINANCIAL COVENANTS.

(a) Minimum Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated FixedCharge Coverage Ratio, as determined as of the last day of each Fiscal Period, to be less than 1.50:1.00.

Maximum Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio to exceed (i)3.75:1.00, as determined as of the last day of each Fiscal Period during the Interim Period, (ii) 3.25:1.00, asdetermined as of the last day of each Fiscal Period (if any) ending after the Interim Period and on or beforeDecember 31, 2015, or (iii) 3.00:1.00, as determined as of the last day of each Fiscal Period ending afterDecember 31, 2015 ; provided that, following the date on which the aggregate amount of all QualifiedAcquisitions consummated during the prior twelve month period is equal to or

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greater than $150,000,000, the Consolidated Leverage Ratio at the end of each of the four (4) Fiscal Periodsfollowing such date, shall be no greater than 3.25:1.00.

SECTION 7.15. AMENDMENTS OF CERTAIN DEBT

The Loan Parties will not, nor will they permit any Subsidiary to, without the prior written consent of theRequired Lenders, amend, modify, waive or extend or permit the amendment, modification, waiver or extensionof any term of any document governing or relating to any Indebtedness incurred pursuant to Sections 7.03(i) or(q) unless the criteria for such Indebtedness set forth in Sections 7.03(i) or (q) (as applicable) continue to be metafter such amendment, modification, waiver or extension.

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES

SECTION 8.01. EVENTS OF DEFAULT.

Each of the following will constitute an event of default hereunder (each, an “Event of Default’):

(oooooooo) Non-Payment. The Borrowers fail to pay on the date and in the manner required to bepaid hereunder or under any of the Loan Document Documents , (i) any amount of principal of any Loan or anyL/C Obligation or deposit of funds as Cash Collateral in respect of L/C Obligations, (ii) any interest on any Loanor on any L/C Obligation, or any fee due hereunder or under any other Loan Document, or (iii) any otherObligation or amount payable hereunder or under any other Loan Document (in each case other than any BankProduct Debt) , and in each case such failure continues for three Business Days; or

(pppppppp) Specific Covenants. Any Borrower fails to perform or observe any term, covenant oragreement contained in any of Section 6.03(a), Section 6.04, Section 6.06, Section 6.12 6.12, or Article VII ;or any Guarantor fails to perform or observe any term, covenant or agreement contained in its Guaranty(including any failure of any Subsidiary Guarantor to perform or observe any term, covenant or agreementcontained in Section 10.15 ) except in relation to any Bank Product Debt ; or the Parent or any otherBorrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01 orSection 6.02 and such failure continues for five Business Days; or

(qqqqqqqq) Representations and Warranties. Any representation, warranty, statement orcertification made by any Loan Party or any of its Subsidiaries herein or in any other Loan Document or in anyother document, instrument or Record delivered or made available to Administrative Agent or any other LendingParty in connection with any Loan Document proves to be untrue, incorrect or misleading in any material respect(except that such materiality qualifier will not be applicable to any representation, warranty, statement orcertification that is already qualified or modified by materiality in the text thereof) as of the date when made ordeemed to have been made or repeated; or

(rrrrrrrr) Other Defaults. Any Loan Party fails to perform or observe any other covenant oragreement (not specified in Section 8.01(a), Section 8.01(b) or Section 8.01(c) ) contained in this Agreement orany other Loan Document (in each case other than any covenant or agreement made by a Loan Party infavor of a Bank Product Provider in respect of Bank Products) on its part to be performed or observed andsuch failure continues for thirty days after an Responsible Officer of any Borrower becomes aware, orreasonably should have become aware thereof, whether by notice thereof by Administrative Agent or anyLending Party or otherwise; or

(ssssssss) Cross-Default. (i) Any Loan Party or Subsidiary thereof (A) fails to make any

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payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseand after giving effect to any grace period) in respect of any Indebtedness (other than Indebtedness hereunder ,Bank Product Debt and Indebtedness under Swap Contracts ) having an aggregate principal amount (includingundrawn committed or available amounts and including amounts owing to all creditors under any combined orsyndicated credit arrangement) of more than the Threshold Amount; or (B) fails to observe or perform any otheragreement or condition relating any such Indebtedness or contained in any document evidencing, securing orrelating to any of the foregoing, or any other default or event occurs, the effect of which default or other event isto cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder orholders), as the case may be, to cause, with the giving of notice if required, such Indebtedness to be demanded orto become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer torepurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity (including theforeclosure or similar action on any Lien securing such Indebtedness); or (ii) there occurs under any SwapContract an Early Termination Date (as defined in such Swap Contract) resulting from (1) any event of defaultunder such Swap Contract as to which any Borrower or any of its Subsidiaries is the Defaulting Party (as definedin such Swap Contract) or (2) any Termination Event (as so defined) under such Swap Contract as to which anyLoan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the SwapTermination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the ThresholdAmount; or

(tttttttt) Insolvency; Voluntary Proceedings. Any Loan Party or any Material Subsidiarythereof (i) ceases or fails to be Solvent (for purposes of this Section 8.01(f) , determined without regard to anyintercompany payables), or generally fails to pay, or admits in writing its inability to pay, its debts as theybecome due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) except aspermitted under Section 7.04 , voluntarily liquidates, dissolves or ceases to conduct its business in the ordinarycourse; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate orauthorize any of the foregoing; or

(uuuuuuuu) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commencedor filed against any Loan Party or any Material Subsidiary, or any writ, judgment, warrant of attachment,execution or similar process, is issued or levied against a substantial part of any Loan Party’s properties or assetsor the properties or assets of any Material Subsidiary, and any such proceeding or petition will not be dismissed,or such writ, judgment, warrant of attachment, execution or similar process will not be released, vacated or fullybonded within sixty days after commencement, filing or levy; (ii) any Loan Party or any Material Subsidiaryadmits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (orsimilar order under non-United States Bankruptcy Law) is ordered in any Insolvency Proceeding; or (iii) anyLoan Party or any Material Subsidiary acquiesces in the appointment of a receiver, trustee, custodian,conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or asubstantial portion of its property, assets or business; or

(vvvvvvvv) Judgments. There is entered or issued against any Loan Party or any MaterialSubsidiary (i) a final (non-interlocutory) judgment, order or decree by any Governmental Authority or a final orbinding award by an arbitrator or arbitration panel or other similar alternative dispute resolution body for thepayment of money in an amount, singularly or in the aggregate, exceeding the Threshold Amount (to the extentnot covered by independent third-party insurance as to which the insurer does not dispute coverage); or (ii) anyone or more non-monetary final judgments that have, or could reasonably be expected to cause, individually orin the aggregate, a Material Adverse Change and, in either case, (A) enforcement proceedings are commencedby any creditor upon such judgment or order or (B) there is a period of forty-five consecutive days during whicha stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

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(wwwwwwww) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer

Plan which has resulted or could reasonably be expected to result in liability of any Borrower or any ERISAAffiliate under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amountin excess of the Threshold Amount, or (ii) any Borrower or any ERISA Affiliate fails to pay when due, after theexpiration of any applicable grace period, any installment payment with respect to its withdrawal liability underSection 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount;or

(xxxxxxxx) Invalidity of Loan Documents. Any Loan Document or any provision thereof, at anytime after its execution and delivery and for any reason other than as expressly permitted hereunder orthereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Partycontests in any manner the validity or enforceability of any Loan Document or any provision thereof; or anyLoan Party denies that it has any or further liability or obligation under any Loan Document, or purports torevoke, terminate or rescind any Loan Document or any provision thereof ; or any Loan Document shall forany reason cease to create a valid and perfected first priority Lien (except to the extent permitted thereinand subject to Permitted Liens) on, or security interest in, any material part of the Collateral purportedto be covered the Security Documents taken as a whole ; or

(yyyyyyyy) Change of Control. There occurs a Change of Control; or

(zzzzzzzz) Subordinated Debt . The subordination provisions applicable to any SubordinatedDebt shall cease to give the Lenders the rights, powers and privileges purported to be created thereby at any timesuch Subordinated Debt remains outstanding.

SECTION 8.02. WAIVERS OF EVENTS OF DEFAULTS.

Any Event of Default (or any Default that, with the lapsing of the applicable grace period, if any, wouldbecome an Event of Default) may be waived only with the written consent of Required Lenders; except that a anEvent of Default (or a Default) under any of Sections 8.01(a), (f), (g) or (k) may only be waived with thewritten consent of all Lenders. Any Event of Default (or Default) so waived will be deemed to have been curedand not to be continuing; but no such waiver will be deemed a continuing waiver or will extend to or affect anysubsequent like default or impair any rights arising therefrom.

SECTION 8.03. REMEDIES UPON EVENT OF DEFAULT.

Upon the occurrence and during the continuance of any Default or Event of Default, the Lending Partieswill have no obligation to advance money or extend any additional credit to or for the benefit of the Borrowers,whether in the form of the making of Loans, the issuance of Letters of Credit or otherwise. In addition, upon theoccurrence and during the continuance of any Event of Default, Administrative Agent will, at the request of, ormay, with the consent of, Required Lenders, take any or all of the following actions, all of which are herebyauthorized by the Borrowers and each of the other Loan Parties:

(aaaaaaaaa) Termination of Commitments. Declare, by written notice to the Borrowers, theAggregate Commitments, including any commitments of any Lender or the Swing Lien Lender to make andadvance Loans and any obligation of any L/C Issuer to make or issue L/C Credit Extensions, to be terminated,whereupon such commitments and obligations will be terminated, but without affecting any of the CreditGroup’s Liens, if any;

(bbbbbbbbb) Acceleration of Obligations. Declare all or any portion of the unpaid principalamount the outstanding Loans, the interest accrued and unpaid thereon and the other amounts and

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Obligations owing or payable under this Agreement or under any other Loan Document or any other instrumentexecuted by the Borrowers or any other Loan Party pursuant to the Loan Documents to be immediately due andpayable, without presentment, demand, protest or other notice of any kind, all of which are hereby expresslywaived by the Borrowers and each such other Loan Party;

(ccccccccc) Cash Collateralization of L/C Obligations. Require that the Borrowers CashCollateralize the L/C Obligations in an amount equal to 105.0% of the then Outstanding Amount thereof;

(ddddddddd) Discretionary Advances. Make advances of Loans after the occurrence of any Eventof Default, without thereby waiving their right to demand payment of the Obligations under this Agreement, orany of the other Loan Documents, or any other rights or remedies described in this Agreement or any other LoanDocument, and without liability to make any other or further advances, notwithstanding Administrative Agent’sor any Lending Party’s previous exercise of any such rights and remedies; or

(eeeeeeeee) Exercise of Rights and Remedies. Exercise on behalf of itself and the Lending Parties,in addition to all rights and remedies granted or otherwise made available to Administrative Agent or theLending Parties under this Agreement, any and all rights and remedies granted or otherwise made available toAdministrative Agent or the Lending Parties under the Collateral Documents and other Loan Documents orotherwise under applicable Law or in equity;

provided that, upon the occurrence of an actual or deemed entry of an order for relief with respect to theBorrowers under any Bankruptcy Law, the obligation of each Lender or Swing Line Lender to make or advanceLoans and any obligation of any L/C Issuer to make or issue L/C Credit Extensions will automatically terminate,the unpaid principal amount of all outstanding Loans and all interest and other amounts and Obligations asaforesaid will automatically become due and payable, and the obligation of the Borrowers to Cash Collateralizethe L/C Obligations in an amount equal to 105.0% of the then Outstanding Amount thereof will automaticallybecome effective, in each case, without further act of Administrative Agent or any Lending Party.

SECTION 8.04. APPLICATION OF FUNDS.

Following the occurrence and during the continuation of an Event of Default or following any exerciseof remedies provided for in Section 8.03 (or after the Loans have automatically become immediately due andpayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in theproviso to Section 8.03 ), any amounts received on account of the Obligations will, subject to the provisions ofSection 2.16 and Section 3.07 , be applied by Administrative Agent in the following order (on a pro rata basiswithin each level of priority):

(fffffffff) First , to payment in full of that portion of the Obligations constituting fees,indemnities, expenses and other amounts (including fees, charges and disbursements of counsel toAdministrative Agent and amounts payable under Article III ) payable to Administrative Agent in its capacityas such;

(ggggggggg) Second , to payment in full of that portion of the Obligations constituting fees (includingcommitment fees), indemnities and other amounts (other than principal, interest and L/C Fees) payable to theLending Parties (including fees, charges and disbursements of counsel to the respective Lending Parties arisingunder the Loan Documents and amounts payable under Article III ), ratably among them in proportion to therespective amounts described in this clause Second payable to them;

(hhhhhhhhh) Third , to payment in full of that portion of the Obligations constituting

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accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations arising under the LoanDocuments and accrued and unpaid L/C Fees, ratably among the Lending Parties in proportion to the respectiveamounts described in this clause Third payable to them;

(iiiiiiiii) Fourth , to payment in full of that portion of the Obligations constituting unpaidprincipal of all Loans and the L/C Borrowings;

(jjjjjjjjj) Fifth , to Administrative Agent for the account of the applicable designated L/CIssuers, to Cash Collateralize in full that portion of L/C Obligations comprised of the aggregate undrawn amountof Credits to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.04 andSection 2.16 ;

(kkkkkkkkk) Sixth , to payment in full of all other Obligations; and

(lllllllll) Seventh , the balance, if any, after all of the Obligations have been indefeasibly paid infull, to the Borrowers or as otherwise required by Law.

Subject to Section 2.04(c) and Section 2.16 , amounts used to Cash Collateralize the aggregate undrawnamount of Credits pursuant to the foregoing clause Fifth will be applied to satisfy drawings under such Credit asthey occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fullydrawn or expired, such remaining amount will be applied to the other Obligations, if any, in the order set forth inthis Section 8.04 .

ARTICLE IX ADMINISTRATIVE AGENT

SECTION 9.01. APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT .

(mmmmmmmmm) Each Lending Party hereby irrevocably appoints Wells Fargo to act on its behalfas Administrative Agent hereunder and under the other Loan Documents, including to act in such representativecapacity as secured party on behalf and for the benefit of each such Lending Party under this Agreement and theother Loan Documents, and authorizes Administrative Agent to take such actions on its behalf and to exercisesuch powers as are delegated to Administrative Agent by the terms hereof and thereof, together with suchactions and powers as are reasonably incidental thereto. The provisions of this Article IX (other than the firstsentence of Section 9.12 which is also for the benefit of the Loan Parties) are solely for the benefit ofAdministrative Agent and the Lending Parties, and no Borrower nor any other Loan Party will have rights as athird party beneficiary of any of such provisions.

(nnnnnnnnn) The Administrative Agent shall also act as the “collateral agent” under theLoan Documents, and each of the Lending Parties (including in its capacity as a potential Bank ProductProvider) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of suchLending Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral grantedby any of the Loan Parties to secure any of the Secured Obligations, together with such powers anddiscretion as are reasonably incidental thereto (including to enter into additional Loan Documents orsupplements to existing Loan Documents on behalf of the Secured Parties). In this connection, theAdministrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointedby the Administrative Agent pursuant to this Article IX for purposes of holding or enforcing any Lien onthe Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rightsand remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits ofall provisions of Articles IX and X as if set

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forth in full herein with respect thereto.

SECTION 9.02. RIGHTS AS A LENDER.

If the Person serving as Administrative Agent hereunder is also “ SwingLineLender,” a “ L/CIssuer” or a “ Lender,” such Person will have the same rights and powers in such capacity(ies) as any other Personin such capacity(ies) and may exercise the same as though it were not Administrative Agent. Such Person and itsAffiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacityfor and generally engage in any kind of business with any Borrower or any Subsidiary or Affiliate of anyBorrower as if such Person were not Administrative Agent hereunder and without any duty to account thereforto any other Lending Party.

SECTION 9.03. EXCULPATORY PROVISIONS.

Administrative Agent will not have any duties or obligations except those expressly set forth herein andin the other Loan Documents. Without limiting the generality of the foregoing, Administrative Agent:

(ooooooooo) No Fiduciary Duties. Will not be subject to any fiduciary or other implied duties,regardless of whether a Default or Event of Default has occurred and is continuing;

(ppppppppp) No Obligations Regarding Certain Actions. Will not have any duty to take anydiscretionary action or exercise any discretionary powers, except discretionary rights and powers expresslycontemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise asdirected in writing by Required Lenders (or such other number or percentage of Lenders as will be expresslyprovided for herein or in any other Loan Documents), Swing Line Lender or a L/C Issuer, as applicable;provided that Administrative Agent will not be required to take any action that, in its opinion or the opinion ofits counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or applicableLaw;

(qqqqqqqqq) Disclosure Obligations. Will not, except as expressly set forth herein and in the otherLoan Documents, have any duty to disclose, and will not be liable for the failure to disclose, any informationrelating to any Borrower or any of its Affiliates that is communicated to or obtained by the Person serving asAdministrative Agent or any of its Affiliates in any capacity; and

(rrrrrrrrr) Limitation on Liability. Will not be liable for any action taken or not taken by it (i)with the consent or at the request of Required Lenders (or such other number or percentage of Lenders as will benecessary, or as Administrative Agent will believe in good faith will be necessary, under the circumstances asprovided in Section 8.02 and Section 10.01 ), or (ii) in the absence of its own gross negligence or willfulmisconduct. Administrative Agent will be deemed not to have knowledge of any Default or Event of Default,unless and until the Borrowers, a Loan Party, or a Lending Party provides written notice to Administrative Agentdescribing such Default or Event of Default. Administrative Agent will not be responsible for or have any dutyto ascertain or inquire into (A) any statement, warranty or representation made in or in connection with thisAgreement or any other Loan Document, (B) the contents of any certificate, report or other document deliveredhereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of thecovenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default orEvent of Default, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any otherLoan Document or any other agreement, instrument or document or (E , (E) any failure to monitor ormaintain any portion of the Collateral, or (F ) the satisfaction of any condition set forth in Article IV orelsewhere herein, other than to confirm receipt of items expressly required to be delivered to AdministrativeAgent.

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SECTION 9.04. RELIANCE BY ADMINISTRATIVE AGENT.

Administrative Agent will be entitled to rely upon, and will not incur any liability for relying upon, anynotice, request, certificate, consent, statement, instrument, document or other writing (including any electronicmessage, Internet or intranet website posting or other distribution) believed by it to be genuine and to have beensigned, sent or otherwise authenticated by the proper Person. Administrative Agent also may rely upon anystatement made to it orally or by telephone and believed by it to have been made by the proper Person and willnot incur any liability for relying thereon. In determining compliance with any condition hereunder to themaking of a Loan, or the issuance of a Credit, that by its terms must be fulfilled to the satisfaction of a specifiedLending Party, Administrative Agent may presume that such condition is satisfactory to such Lending Party,unless Administrative Agent will have received notice to the contrary from such Lending Party prior to themaking of such Loan or the issuance of such Credit. In this regard, for purposes of determining compliance withthe conditions set forth in Section 4.01 , each Lending Party that has executed this Agreement will be deemed tohave consented to, approved or accepted, or to be satisfied with, each document and matter either sent, or madeavailable, by Administrative Agent to such Lending Party for consent, approval, acceptance or satisfaction, orrequired thereunder to be to be consent to or approved by or acceptable or satisfactory to such Lending Party,unless Administrative Agent will have received notice from such Lending Party not less than two days prior tothe Closing Date specifying such Lending Party’s objection thereto and such objection will not have beenwithdrawn by notice to Administrative Agent to such effect on or prior to the Closing Date. AdministrativeAgent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants andother experts it selects and will not be liable for any action it takes or does not take in accordance with the adviceof any such counsel, accountants or experts.

SECTION 9.05. DELEGATION OF DUTIES.

Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunderor under any other Loan Document by or through any one or more sub-agents it appoints. Administrative Agentand any such sub-agent may perform any and all of its duties and exercise its rights and powers by or throughtheir respective Related Parties. Administrative Agent will not be responsible for the negligence or misconductof any sub-agent or attorney-in-fact that it selects with reasonable care. The exculpatory provisions of thisArticle IX will apply to any such sub-agent and to the Related Parties of Administrative Agent and any suchsub-agent and will apply to their respective activities in connection with the syndication of the credit facilitiesprovided for herein, as well as activities as Administrative Agent.

SECTION 9.06. RESIGNATION OF ADMINISTRATIVE AGENT.

Administrative Agent may at any time give notice of its resignation to Lending Parties and theBorrowers. Upon receipt of any such notice of resignation, Required Lenders will have the right, with, unless anEvent of Default exists, the consent of the Borrowers (which consent will not be unreasonably withheld), toappoint a successor, which will be a bank, trust company or insurance company organized (or in the case of abank, having a branch registered) under the laws of the United States or of any state thereof and having acombined capital and sur plus of at least $500,000,000. If no such successor will have been so appointed byRequired Lenders and will have accepted such appointment within thirty days after the retiring AdministrativeAgent gives notice of its resignation, then the retiring Administrative Agent may on behalf of Lending Parties,appoint a successor Administrative Agent meeting the qualifications set forth in this Section 9.06 ; providedthat, if Administrative Agent will notify Lending Parties and the Borrowers that no qualifying Person hasaccepted such appointment, then such resignation will nonetheless become effective in accordance with suchnotice and (a) the retiring Administrative Agent will be discharged from its duties and obligations hereunder andunder the other Loan Documents (except that in the case of any collateral security held by Administrative Agenton behalf of any Lending Party under any of the Loan Documents,

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the retiring Administrative Agent will continue to hold such collateral security until such time as a successorAdministrative Agent is appointed) and (b) all payments, communications and determinations provided to bemade by, to or through Administrative Agent will instead be made by or to each Lending Party directly, untilsuch time as Required Lenders appoint a successor Administrative Agent as provided for in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor willsucceed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired)Administrative Agent, and the retiring Administrative Agent will be discharged from all of its duties andobligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided inthis Section 9.06 ). The fees payable by the Borrowers to a successor Administrative Agent will be the same asthose payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After theretiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions ofthis Article IX and Section 10.04 will continue in effect for the benefit of such retiring Administrative Agent, itssub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any ofthem while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by Wells Fargo as Administrative Agent pursuant to this Section 9.06 will alsoconstitute its resignation as Swing Line Lender. Upon the acceptance of a successor’s appointment asAdministrative Agent hereunder (i) such successor will succeed to and become vested with all of the rights,powers, privileges and duties of the retiring Swing Line Lender; (ii) the retiring Swing Line Lender will bedischarged from all of their respective duties and obligations hereunder or under the other Loan Documents; and(iii) the successor Swing Line Lenders will purchase the outstanding Swing Line Loans of the resigning SwingLien Lender at par.

SECTION 9.07. NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

Each Lending Party acknowledges that it has, independently and without reliance upon AdministrativeAgent, any other Lending Party or any of their Related Parties and based on such documents and information asit has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each LendingParty also acknowledges that it will, independently and without reliance upon Administrative Agent, any otherLending Party or any of their Related Parties and based on such documents and information as it will from timeto time deem appropriate, continue to make its own decisions in taking or not taking action under or based uponthis Agreement, any other Loan Document or any related agreement or any document furnished hereunder orthereunder.

SECTION 9.08. NO OTHER DUTIES, ETC .

Notwithstanding anything to the contrary contained herein, no Person identified herein or on the facingpage or signature pages hereof as a “Syndication Agent,” “Documentation Agent,” “Co-Agent,” “BookManager,” “Book Runner,” “Arranger,” “Lead Arranger,” “Joint Lead Arranger” or “Joint Arranger,” if any,will have or be deemed to have any right, power, obligation, liability, responsibility or duty under thisAgreement or the other Loan Documents, other than in such Person’s capacity as (a) Administrative Agent or aLending Party hereunder and (b) an Indemnitee hereunder, and no such Person will have or be deemed to haveany fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely,on such Persons in deciding to enter into this Agreement or any other Loan Document or in taking or not takingany action hereunder or thereunder.

SECTION 9.09. ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party,

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Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation will then be due andpayable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agentwill have made any demand on the Borrowers) will be entitled and empowered, by intervention in suchproceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owingand unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid, and tofile such other documents as may be necessary or advisable in order to have the claims of Lending Parties andAdministrative Agent (including any claim for the reasonable compensation, expenses, disbursements andadvances of Lending Parties and Administrative Agent and their respective agents and counsel and all otheramounts due Lending Parties and Administrative Agent under Sections 2.04(h), Section 2.10 and Section 10.04) allowed in such judicial proceeding, and (b) to collect and receive any monies or other property payable ordeliverable 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 eachLending Party to make such payments to Administrative Agent and, in the event that Administrative Agent willconsent to the making of such payments directly to Lending Parties, to pay to Administrative Agent any amountdue for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and itsagents and counsel, and any other amounts due Administrative Agent under Section 2.10 and Section 10.04. Nothing contained herein will be deemed to authorize Administrative Agent to authorize or consent to oraccept or adopt on behalf of any Lending Party any plan of reorganization, arrangement, adjustment orcomposition affecting the Obligations or the rights of any Lending Party or to authorize Administrative Agent tovote in respect of the claim of any Lending Party in any such proceeding.

SECTION 9.10. GUARANTY MATTERS.

Each Lending Party and Bank Product Provider hereby (a) irrevocably authorizes AdministrativeAgent to execute and deliver all documentation reasonably requested to evidence the release of any Guarantorfrom its obligations under a Guaranty if such Person ceases to be a Material Subsidiary, whether as a result of atransaction permitted hereunder or otherwise by operation of the definition of “Material Subsidiary” or is orbecomes an Excluded Subsidiary , and (b ) irrevocably authorizes Administrative Agent to release anyLien on any Collateral granted to or held by the Administrative Agent under any Credit Document (i)upon termination of the Commitments and payment in full of all Secured Obligations (other thancontingent indemnification obligations) and the expiration or termination of all Letters of Credit (otherthan Letters of Credit as to which other arrangements with respect thereto reasonably satisfactory to theAdministrative Agent (to the extent the Administrative Agent is a party to such arrangements) and theapplicable L/C Issuers shall have been made), (ii) that is sold or otherwise disposed of or to be sold orotherwise disposed of as part of or in connection with any sale or other disposition permitted under theLoan Documents, (iii) that is property of a Guarantor released from its obligations under a Guaranty inaccordance with the Loan Documents, or (iv) subject to Section 10.01, if approved, authorized or ratifiedin writing by the Required Lenders, (c) irrevocably authorizes Administrative Agent to subordinate anyLien on any property granted to or held by the Administrative Agent under any Loan Document to theholder of any Lien on such property that is permitted by Section 7.01(l) and (d ) agrees that, upon requestby Administrative Agent at any time, it will confirm in writing Administrative Agent’s authority to execute anddeliver such documentation pursuant to this Section 9.10 .

SECTION 9.11. LEGAL REPRESENTATION OF ADMINISTRATIVE AGENT.

In connection with the negotiation, drafting, and execution of this Agreement and the other LoanDocuments, or in connection with future legal representation relating to loan administration, amendments,modifications, waivers, or enforcement of remedies, King & Spalding, LLP (“ K&S”) only has represented andonly will represent Wells Fargo in its capacity as Administrative Agent and as a Lending Party and

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Wells Fargo Securities, LLC in its capacity as the “left lead” Arranger. Each other Lending Party herebyacknowledges that K&S does not represent it in connection with any such matters

SECTION 9.12. SECURED HEDGE AGREEMENTS AND SECURED CASH MANAGEMENTAGREEMENTS.

Notwithstanding anything to the contrary herein or in any other Loan Document, no BankProduct Provider that obtains the benefits of Section 8.04 or any Collateral by virtue of the provisionshereof or of any Security Document shall have any right to notice of any action or to consent to, direct orobject to any action hereunder or under any other Loan Document or otherwise in respect of theCollateral (including the release or impairment of any Collateral) other than in its capacity as a Lenderand, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding anyother provision of this Article IX to the contrary, the Administrative Agent shall not be required to verifythe payment of, or that other satisfactory arrangements have been made with respect to, Bank Productsunless the Administrative Agent has received written notice of such Bank Product, together with suchsupporting documentation as the Administrative Agent may request, from the applicable Bank ProductProvider.

SECTION 9.13. CREDIT BIDDING.

(a) Upon the instruction of the Required Lenders, the Administrative Agent, on behalf ofitself and the Lenders, shall have the right to credit bid and purchase for the benefit of the AdministrativeAgent and the Lenders all or any portion of Collateral at any sale thereof conducted by theAdministrative Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 ofthe UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code,including Section 363 thereof, or a sale under a plan of reorganization, or at any other sale or foreclosureconducted by the Administrative Agent (whether by judicial action or otherwise) in accordance withApplicable Law.

(b) Each Lender hereby agrees that, except as otherwise provided in any Loan Documents orwith the written consent of the Administrative Agent and the Required Lenders, it will not take anyenforcement action, accelerate obligations under any Loan Documents, or exercise any right that it mightotherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similardispositions of Collateral .

ARTICLE X GENERAL PROVISIONS

SECTION 10.01. AMENDMENTS, ETC.

No amendment or, subject to Section 8.02 , waiver of any provision of this Agreement or any other LoanDocument, and no consent to any departure by the Borrowers or any other Loan Party therefrom (including anycure of any Event of Default), will be effective unless in writing signed by Required Lenders (or AdministrativeAgent at the written request of Required Lenders) and the Borrowers or the applicable Loan Party, as the casemay be, with receipt acknowledged by Administrative Agent, and each such waiver or consent will be effectiveonly in the specific instance and for the specific purpose for which given; provided that no such amendment,waiver or consent will:

(sssssssss) waive any condition set forth in Section 4.02 or, in the case of the initial CreditExtension, Section 4.01 , without the written consent of each Lender;

(ttttttttt) extend or increase the Commitment of any Lender (or reinstate any Commitment

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terminated pursuant to Section 8.03 ) without the written consent of such Lender;

(uuuuuuuuu) postpone any date fixed by this Agreement or any other Loan Document for anypayment, of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or undersuch other Loan Document without the written consent of each Lender entitled to such payment;

(vvvvvvvvv) reduce the principal of, or the rate of interest specified herein on, any Loan or L/CBorrowing, or (subject to clause (i) of the second proviso to this Section 10.01(d) ) any fees or other amountspayable hereunder or under any other Loan Document, or change the manner of computation of any financialratio (including any change in any applicable defined term) used in determining the Applicable Rate that wouldresult in a reduction of any interest rate on any Loan or any fee payable hereunder, without the written consentof each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders willbe necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to payinterest or L/C Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined termused therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/CBorrowing or to reduce any fee payable hereunder;

(wwwwwwwww) change (i) any provision of this Section 10.01 or the definition of “RequiredLenders” or any other provision hereof specifying the number or percentage of Lenders required to amend,waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder(other than the definitions specified in clause (ii) of this Section 10.01(f) ), without the written consent of eachLender, (ii) the definition of “Revolving Credit Maturity Date” or “Revolving Credit Stated Maturity Date,”Eligible Assignee,” “Participant,” “Defaulting Lender” or “Specified Lender” without the written consent ofeach Lender, or (iii) the definition of “Alternative Currency” or provision of Section 1.02(l) without the writtenconsent of each Lender;

(xxxxxxxxx) change (i) Section 2.07 to allow for non-pro rata application of any reductions in theAggregate Revolving Credit Commitments, (ii) Section 3.07 or (iii) Section 8.04 without the written consent ofeach Lender; or

(yyyyyyyyy) release any Guarantor from its Guaranty without the written consent of each Lenderexcept as permitted by Section 10.15(a) or Section 9.10;

and provided, further, that (i) no amendment, waiver or consent will, unless in writing and signed by WellsFargo and each other designated L/C Issuer that has issued a Credit under this Agreement in addition to theLenders required above, affect the rights or duties of any L/C Issuer under this Agreement or any IssuerDocument relating to any Credit issued or to be issued by it; (ii) no amendment, waiver or consent will, unless inwriting and signed by Swing Line Lender in addition to the Lenders required above, affect the rights or duties ofSwing Line Lender under this Agreement; (iii) no amendment, waiver or consent will, unless in writing andsigned by Administrative Agent in addition to the Lenders required above, affect the rights or duties ofAdministrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letters may beamended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.Notwithstanding anything to the contrary herein, no Defaulting Lender will have any right to approve ordisapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by itsterms requires the consent of all Lenders or each affected Lender may be effected with the consent of theapplicable Lenders other than Defaulting Lenders), except that (1) the Commitments of any Defaulting Lendermay not be increased or extended without the consent of such Lender, (2) the amount of principal and accruedfees and interest owing to the Defaulting Lender may not be reduced without the consent of such Lender, and (3)any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by itsterms affects any Defaulting Lender more adversely than other affected Lenders will require the consent of suchDefaulting Lender.

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For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 10.01 ,this Agreement and any other Loan Document may be amended (or amended and restated) with the writtenconsent of the Administrative Agent and the Loan Parties in accordance with Section 2.15 to (a) add one ormore Incremental Term Loan facilities to this Agreement and to permit extensions of credit from time to timeoutstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of thisAgreement and the other Loan Documents with the Revolving Credit Loans and the accrued interest and fees inrespect thereof and (b) include appropriately the Lenders holding such Incremental Term Loans in anydetermination of the Required Lenders and Lenders.

SECTION 10.02. NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATIONS.

(zzzzzzzzz) Notices Generally. Except in the case of notices and other communications expresslypermitted to be given by telephone (and except as provided in Section 10.02(b) or in the penultimate paragraphof Section 6.02 ), all notices and other communications provided for herein will be in writing and will bedelivered by hand or overnight courier service, mailed by certified or registered mail, sent by telefacsimiletransmission or sent by approved electronic communication in accordance with Section 10.02(b) , and allnotices and other communications expressly permitted to be given by telephone will be made to the applicabletelephone number, as follows:

(i) if to the Borrowers, any Guarantor, Administrative Agent, any L/C Issuer or SwingLine Lender, to the address, telefacsimile number, e-mail address or telephone number specified for such Personon Schedule 10.02 ; and

(ii) if to any Lender, to the address, telefacsimile number, e-mail address or telephonenumber specified in its Administrative Detail Form (including, as appropriate, notices delivered solely to thePerson designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices thatmay contain material non-public information relating to the Borrowers).

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, will bedeemed to have been given when received, and notices sent by telefacsimile transmission or by means ofapproved electronic communication will be deemed to have been given when sent (except that, if not givenduring normal business hours for the recipient, will be deemed to have been given at the opening of business onthe next business day for the recipient); provided that notices delivered through electronic communications tothe extent provided by Section 10.02(b) will be effective as provided in such subsection (b).

(aaaaaaaaaa) Electronic Communications.

(i) Each Lending Party agrees that notices and other communications to it hereunder maybe delivered or furnished by electronic communication (including e-mail and Internet or intranet websites)pursuant to procedures approved by Administrative Agent (which include those set forth in the penultimateparagraph of Section 6.02 ); provided that the foregoing will not apply to notices to any Lending Party pursuantto Article II if such Lending Party has notified Administrative Agent that it is incapable of receiving noticesunder Article II by electronic communication. In furtherance of the foregoing, each Lending Party herebyagrees to notify Administrative Agent in writing, on or before the date such Lending Party becomes a party tothis Agreement, of such Lending Party’s e-mail address to which a notice may be sent (and from time to timethereafter to ensure that Administrative Agent has on record an effective e-mail address for such LendingParty). Each of Administrative Agent and each Borrower may, in its discretion, agree to accept notices andother communications to it hereunder by means of electronic communication pursuant to procedures approvedby it; provided that approval of such procedures may be limited to particular notices or communications.

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(ii) Subject to the penultimate paragraph of Section 6.02 , unless Administrative Agent

otherwise prescribes, (A) notices and other communications sent to an e-mail address will be deemed receivedupon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receiptrequested” function, as available, return e-mail or other written acknowledgement); provided that, if such noticeor other communication is not sent during the normal business hours of the recipient, such notice orcommunication will be deemed to have been sent at the opening of business on the next business day for therecipient; and (B) notices or communications posted to an Internet or intranet website will be deemed receivedupon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (A)of notification that such notice or communication is available and identifying the website address therefor.

(iii) Each Borrower hereby acknowledges that (A) Administrative Agent may makeavailable to Lending Parties Specified Materials by posting some or all of the Specified Materials on anElectronic Platform, (B) the distribution of materials and information through an electronic medium is notnecessarily secure and that there are confidentiality and other risks associated with any such distribution, (C) theElectronic Platform is provided and used on an “ AS IS ,” “ AS AVAILABLE ” basis and (D) neitherAdministrative Agent nor any of its Affiliates warrants the accuracy, completeness, timeliness, sufficiency orsequencing of the Specified Materials posted on the Electronic Platform. ADMINISTRATIVE AGENT, ONBEHALF OF ITSELF AND ITS AFFILIATES, EXPRESSLY AND SPECIFICALLY DISCLAIMS, WITHRESPECT TO THE ELECTRONIC PLATFORM, DELAYS IN POSTING OR DELIVERY, OR PROBLEMSACCESSING THE SPECIFIED MATERIALS POSTED ON THE ELECTRONIC PLATFORM, AND ANYLIABILITY FOR ANY LOSSES, COSTS, EXPENSES OR LIABILITIES THAT MAY BE SUFFERED ORINCURRED IN CONNECTION WITH THE ELECTRONIC PLATFORM. NO WARRANTY OF ANY KIND,EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSES, NON-INFRINGEMENT OF THIRD PARTY RIGHTS ORFREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENTOR ANY OF ITS AFFILIATES IN CONNECTION WITH THE ELECTRONIC PLATFORM.

(iv) Each Lending Party hereby agrees that notice to it in accordance with Section 10.02(b)(ii)(B) specifying that any Specified Materials have been posted to the Electronic Platform will, for purposes ofthis Agreement, constitute effective delivery to such Lending Party of such Specified Materials.

(v) Each Borrower hereby acknowledges that (A) Administrative Agent will makeavailable to the Lending Parties Specified Materials provided by or on behalf of the Borrowers and the otherLoan Parties hereunder by posting the Specified Materials on an Electronic Platform and (B) certain of theLending Parties (each, a “ PublicLender”) may have personnel who do not wish to receive material non-publicinformation with respect to the Borrowers or the other Loan Parties or their Affiliates, or the respective securitiesof any of the foregoing, and who may be engaged in investment and other market-related activities with respectto such Persons’ securities. Each Borrower hereby agrees that it will use commercially reasonable efforts toidentify that portion of the Specified Materials that may be distributed to the Public Lenders and that (1) all suchSpecified Materials will be clearly and conspicuously marked “PUBLIC” which, at a minimum, will mean thatthe word “PUBLIC” will appear prominently on the first page thereof; (2) by marking Borrower Materials“PUBLIC,” each Borrower (on behalf of itself, the other Loan Parties and its other Affiliates) will be deemed tohave authorized Administrative Agent and the Lending Parties to treat such Specified Materials as notcontaining any material non-public information (although it may be sensitive and proprietary) with respect toeach Borrower or its securities for purposes of United States Federal and state securities laws ( provided,however, that to the extent such Specified Materials constitute confidential information, they will treated as setforth in Section 10.07 ); (3) all Specified Materials marked “PUBLIC” are permitted to be made availablethrough a portion of the

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Electronic Platform designated “Public Investor;” and (4) Administrative Agent will be entitled to treat anySpecified Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of theElectronic Platform not designated “Public Investor.”

(vi) Each Lending Party (A) acknowledges that the Specified Materials, includinginformation furnished to it by any Loan Party or Administrative Agent pursuant to, or in the course ofadministering, the Loan Documents, may include material, non-public information concerning the Borrowersand the other Loan Parties and their respective Affiliates or their respective securities and businesses and (B)confirms that (1) it has developed compliance procedures regarding the use of material, non-public informationand (2) it will handle such material, non-public information in accordance with such procedures and applicableLaws, including Federal and state securities laws.

(bbbbbbbbbb) Change of Address, Etc. The Borrowers, Administrative Agent, Swing Line Lenderand any L/C Issuer may change their respective address(es), telefacsimile number(s), telephone number(s) or e-mail address(es) for notices and other communications hereunder by notice to the other parties hereto. EachLender may change its address(es), telefacsimile number(s), telephone number(s) or e-mail address(es) fornotices and other communications hereunder by notice to the Borrowers, Administrative Agent, Swing LineLender and each L/C Issuer.

(cccccccccc) Reliance by Administrative Agent and Lending Parties. Administrative Agent andLending Parties will be entitled to rely and act upon any notices (including telephonic or electronically deliveredRequests for Credit Extension) purportedly given by or on behalf of the Borrowers even if (i) such notices werenot made in a manner specified herein, were incomplete or were not preceded or followed by any other form ofnotice specified herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmationthereof. The Borrowers will indemnify Administrative Agent and each Lending Party and their respectiveRelated Parties from all losses, costs, expenses and liabilities resulting from the reliance by such Person on eachnotice purportedly given by or on behalf of the Borrowers. All telephonic notices to and other telephoniccommunications with Administrative Agent may be recorded by Administrative Agent, and each of the partieshereto hereby consents to such recording.

SECTION 10.03. NO WAIVER; CUMULATIVE REMEDIES; ENFORCEMENT.

No failure by Administrative Agent or any Lending Party to exercise, and no delay by any such Personin exercising, any right, remedy, power or privilege hereunder will operate as a waiver thereof and no single orpartial exercise of any right, remedy, power or privilege hereunder will preclude any other or further exercisethereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers andprivileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privilegesprovided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authorityto enforce rights and remedies hereunder and under the other Loan Documents (including any rights andremedies of any Lending Party or Bank Product Provider under Section 10.15 and Section 10.16) againstthe Borrowers or any other Loan Party will be vested exclusively in, and all actions and proceedings at law inconnection with such enforcement will be instituted and maintained exclusively by, Administrative Agent inaccordance with Section 8.03 for the benefit of all the Lending Secured Parties; provided, however, that theforegoing will not prohibit (a) Administrative Agent from exercising on its own behalf the rights and remediesthat inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other LoanDocuments, (b) any L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to itsbenefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under theother Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject tothe terms of Section 2.14 ), or (d) any

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Lending Secured Party from filing proofs of claim or appearing and filing pleadings on its own behalf duringthe pendency of a proceeding relative to any Loan Party under any Bankruptcy Law; and provided, further, thatif at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents,then (i) the Required Lenders will have the rights otherwise ascribed to Administrative Agent pursuant toSection 8.03 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso andsubject to Section 2.14 , any Lender may, with the consent of the Required Lenders, enforce any rights andremedies available to it and as authorized by the Required Lenders.

SECTION 10.04. EXPENSES; INDEMNITY; DAMAGE WAIVER.

(dddddddddd) Costs and Expenses. The Borrowers will pay (i) all reasonable out-of-pocketexpenses incurred by Administrative Agent and its Affiliates (including the reasonable fees, charges anddisbursements of counsel for Administrative Agent), in connection with the syndication of the credit facilitiesprovided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement andthe other Loan Documents or any amendments, modifications or waivers of, or consents with respect to, theprovisions hereof or thereof (whether or not the transactions contemplated hereby or thereby will beconsummated); (ii) all reasonable out-of-pocket expenses incurred by each L/C Issuer in connection with theissuance, amendment, renewal or extension of any Credit or any demand for payment thereunder; and (iii) allout-of-pocket expenses incurred by Administrative Agent or any Lending Party (including the fees, charges anddisbursements of (x) a single counsel for Administrative Agent and (y) a single counsel for the Lending Parties),in connection with the enforcement or protection of its rights (A) in connection with this Agreement and theother Loan Documents, including its rights under this Section 10.04 or (B) in connection with the Loans made orCredits issued hereunder, including all such out-of-pocket expenses incurred during any workout or restructuring(or negotiations in connection with the foregoing) in respect of such Loans or Credits.

(eeeeeeeeee) Indemnification by the Borrowers. Each Borrower will jointly and severallyindemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims,damages, liabilities, costs and related expenses (including the reasonable fees, charges, settlement costs anddisbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against anyIndemnitee by any third party or by any Borrower or any other Loan Party or any of their respective Affiliatesarising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any otherLoan Document or any document contemplated hereby or thereby, the performance by the parties hereto of theirrespective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby orthereby, or, in the case of Administrative Agent (and any sub-agent) and its Related Parties only, theadministration of this Agreement and the other Loan Documents; (ii) any Loan or Credit or the use or proposeduse of the proceeds therefrom (including any refusal by L/C Issuer to honor a demand for payment under aCredit if the documents presented in connection with such demand do not strictly comply with the terms of suchCredit); (iii) any Environmental Claim or Environmental Liability; or (iv) any actual or prospective claim,investigation, litigation or other proceeding (including any administrative proceeding or any arbitration or otheralternative dispute resolution proceeding) relating to any of the foregoing, whether based on contract, tort or anyother theory, whether brought by a third party or by any Borrower or any other Loan Party or any of theirrespective Affiliates, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or notcaused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of theIndemnitee; provided that such indemnity will not, as to any Indemnitee, be available to the extent that suchlosses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction byfinal and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct ofsuch Indemnitee.

(ffffffffff) Reimbursement by Lenders. If and to the extent the Borrowers for any reason failsto pay when due any amount that they are required to pay under Section 10.04(a) or Section 10.04(b)

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to Administrative Agent (or any sub-agent thereof), Swing Line Lender, any L/C Issuer or any Related Party ofany of the foregoing, each Lender severally agrees to pay to Administrative Agent (or any such sub-agent),Swing Line Lender, each L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share(based on its Percentage Share (determined as of the time that the applicable unreimbursed expense or indemnitypayment is sought) of such unpaid amount); provided that the unreimbursed expense or indemnified loss, claim,damage, liability or related expense, as the case may be, was incurred by or asserted against AdministrativeAgent (or any such sub-agent), Swing Line Lender, any L/C Issuer or any Related Party of any of the foregoingacting for Administrative Agent (or any such sub-agent), Swing Line Lender or L/C Issuer in connection withsuch capacity. The obligations of Lenders under this subsection (c) are subject to the provisions of Section2.13(d) .

(gggggggggg) Waiver of Consequential Damages, Etc. To the fullest extent permitted byapplicable Law, each Loan Party and each member of the Credit Group agrees that it will not assert, and herebywaives, any claim against any Indemnitee (in the case of such waiver by the Loan Parties) and any Loan Party orRelated Party thereof (in the case of such waiver by the members of the Credit Group), on any theory of liability,for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of,in connection with, or as a result of, this Agreement, any other Loan Document or any document contemplatedhereby, the transactions contemplated hereby or thereby, any Loan or Credit or the use of the proceedsthereof. No Indemnitee referred to in Section 10.04(b) will be liable for any damages arising from the use byunintended recipients of any information or other materials distributed by it through telecommunications,electronic or other information transmission systems in connection with this Agreement or the other LoanDocuments or the transactions contemplated hereby or thereby, except to the extent that such liability isdetermined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from suchIndemnitee’s gross negligence or willful misconduct.

(hhhhhhhhhh) Payments. All amounts due under this Section 10.04 will be payable not later thanthree Business Days after demand therefor.

(iiiiiiiiii) Survival. The agreements in this Section 10.04 will survive the resignation ofAdministrative Agent, Swing Line Lender and any L/C Issuer, the replacement of any Lender, the termination ofthe Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations and thetermination of this Agreement.

SECTION 10.05. MARSHALLING; PAYMENTS SET ASIDE.

Neither Administrative Agent nor any Lending Party will be under any obligation to marshal any asset infavor of the Borrowers or any other Person or against or in payment of any or all of the Obligations. To theextent that any payment by or on behalf of the Borrowers is made to Administrative Agent or any Lending Party,or Administrative Agent or any Lending Party exercises its right of setoff, and such payment or the proceeds ofsuch setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside orrequired (including pursuant to any settlement entered into by Administrative Agent or any Lending Party insuch Person’s discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceedingunder any Bankruptcy Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereoforiginally intended to be satisfied will be revived and continued in full force and effect as if such payment hadnot been made or such setoff had not occurred, and (b) each Lending Party severally agrees to pay toAdministrative Agent upon demand its applicable share (without duplication) of any amount so recovered fromor repaid by Administrative Agent plus interest thereon from the date of such demand to the date such paymentis made at a rate per annum equal to the Federal Funds Rate. The obligations of each Lending Party underclause (b) of the preceding sentence will survive the payment in full of the Obligations and the termination ofthis Agreement.

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SECTION 10.06. SUCCESSORS AND ASSIGNS.

(jjjjjjjjjj) Successors and Assigns Generally. The provisions of this Agreement will be bindingupon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby,except that no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights orobligations hereunder without the prior written consent of Administrative Agent and each Lending Party, andneither Swing Line Lender nor any Lender may assign or otherwise transfer any of its rights or obligationshereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.06(b) , (ii) by wayof participation in accordance with the provisions of Section 10.06(d) or (iii) by way of pledge or assignment ofa security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transferby any party hereto will be null and void). Nothing in this Agreement, expressed or implied, will be construed toconfer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby,Participants to the extent provided in Section 10.06(e) and, to the extent expressly contemplated hereby, theRelated Parties of each of Administrative Agent and each Lending Party) any legal or equitable right, remedy orclaim under or by reason of this Agreement.

(kkkkkkkkkk) Assignments by Swing Line Lender or any Lender. Swing Line Lender or anyLender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligationsunder this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes ofthis subsection (b), participations in L/C Obligations and in Swing Line Loans, as applicable) at the time owingto it); provided that:

(i) except in the case of an assignment of the entire remaining amount of the assigningLender’s Commitment(s) and Loans at the time owing to it or in the case of an assignment to a Lender or anAffiliate of a Lender, the aggregate amount of the Commitment(s) (which for this purpose includes Loansoutstanding thereunder) or, if any Commitment is not then in effect, the Outstanding Amount of the Loans of theassigning Swing Line Lender or Lender subject to each such assignment, determined as of the date theAssignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if a “tradedate” is specified in the Assignment and Assumption, as of such trade date, will not be less than $10,000,000unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, eachBorrower otherwise consents (each such consent not to be unreasonably withheld or delayed);

(ii) each partial assignment will be made as an assignment of a proportionate part of all theassigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitmentassigned, except that this clause (ii) will not apply to rights in respect of Swing Line Loans;

(iii) any assignment of a Commitment must be approved by Administrative Agent, theapplicable designated L/C Issuer of any Letter of Credit then outstanding and Swing Line Lender, unless thePerson that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund (whether ornot the proposed assignee would otherwise qualify as an Eligible Assignee);

(iv) so long as an Event of Default does not then exist, any assignment (other than anassignment to another Lender, an Affiliate of a Lender or an Approved Fund) will require the prior writtenconsent of the Administrative Borrower, on behalf of the Borrowers (which will not be unreasonably withheld),provided that the Administrative Borrower will be deemed to have consented to any such assignment unless itwill object thereto by written notice to Administrative Agent within five Business Days after having receivednotice thereof; and

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(v) no such assignment will be made (A) to any Borrower, Guarantor or any of their

respective Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who,upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (v),(C) to a natural person, or (D) any Person who is a beneficial owner of Subordinated Debt of the Loan Parties orany of such Person’s Affiliates.

The parties to each assignment will execute and deliver to Administrative Agent an Assignment andAssumption, a processing and recordation fee of $3,500; provided that Administrative Agent hereby waives suchprocessing and recordation fee in connection with any assignment effected pursuant to Section 3.07(a) . Inaddition, the Eligible Assignee, if it is not then a Lender, will deliver to Administrative Agent an AdministrativeDetail Form. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) ofthis Section 10.06 , from and after the effective date specified in each Assignment and Assumption, the EligibleAssignee thereunder will be a party to this Agreement and, to the extent of the interest assigned by suchAssignment and Assumption, have the rights and obligations of Swing Line Lender or a Lender, as applicable,under this Agreement, and the assigning Swing Line Lender or Lender, as applicable, thereunder will, to theextent of the interest assigned by such Assignment and Assumption, be released from its obligations under thisAgreement (and, in the case of an Assignment and Assumption covering all of the assigning Lending Party’rights and obligations under this Agreement, such Lending Party will cease to be a party hereto) but willcontinue to be entitled to the benefits of Section 3.01 , Section 3.04 , Section 3.05 and Section 10.04 withrespect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, theBorrowers (at their expense) will execute and deliver Notes to the assignee Lending Party. Any assignment ortransfer by Swing Line Lender or a Lender of rights or obligations under this Agreement that does not complywith this Section 10.06(b) will be null and void.

(llllllllll) Register. Administrative Agent, acting solely for this purpose as an agent of theBorrowers (and such agency being solely for tax purposes), will maintain at Administrative Agent’s Office acopy of each Assignment and Assumption delivered to it and a Register. The entries in the Register will beconclusive absent manifest error, and the Borrowers, Administrative Agent and Lending Parties may treat eachPerson whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for allpurposes of this Agreement, notwithstanding notice to the contrary. In addition, Administrative Agent willmaintain on the Register information regarding the designation, and revocation of designation, of any Lender asa Defaulting Lender. The Register will be available for inspection by each of the Borrowers, Swing Line Lenderand each L/C Issuer, at any reasonable time and from time to time upon reasonable prior notice. In addition, atany time that a request for a consent for a material or substantive change to the Loan Documents or any waiverof any provision thereunder is pending, any Lender wishing to consult with other Lenders in connectiontherewith may request and receive from Administrative Agent a copy of the Register.

(mmmmmmmmmm) Certain Additional Payments. In connection with any assignment of rightsand obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, inaddition to the other conditions thereto set forth herein, the parties to the assignment will make such additionalpayments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate(which may be outright payment, purchases by the assignee of participations or subparticipations, or othercompensating actions, including funding, with the consent of the Borrowers and Administrative Agent, theapplicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each ofwhich the applicable assignee and assignor hereby irrevocably consent), to (i) pay and satisfy in full all paymentliabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interestaccrued thereon) and (ii) acquire (and fund as appropriate) its full pro rata share of all Loans and participationsin Credits and Swing Line Loans in accordance with its Percentage Share. Notwithstanding the foregoing, in theevent that any assignment of rights and obligations

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of any Defaulting Lender hereunder will become effective under applicable Law without compliance with theprovisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for allpurposes of this Agreement until such compliance occurs.

(nnnnnnnnnn) Participations. Swing Line Lender or any Lender may at any time, without theconsent of, or notice to, the Borrowers or Administrative Agent, sell participations to any Participant in all or aportion of such Person’s rights and/or obligations under this Agreement (including all or a portion of itsCommitment(s) and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing LineLoans) owing to it); provided that (i) any sale of a participation to a proposed Participant that would nototherwise qualify as an Eligible Assignee or that is a Defaulting Lender must be approved by AdministrativeAgent, (ii) such Person’s obligations under this Agreement will remain unchanged, (iii) such Person will remainsolely responsible to the other parties hereto for the performance of such obligations and (iv) the Borrowers,Administrative Agent and Lending Parties will continue to deal solely and directly with such Person inconnection with such Person’s rights and obligations under this Agreement. Any document pursuant to whichSwing Line Lender or a Lender sells such a participation will provide that such Person will retain the sole rightto enforce this Agreement and the other Loan Documents and to approve any amendment, modification orwaiver of any provision of this Agreement and the other Loan Documents; provided that such document mayprovide that such Person will not, without the consent of the Participant, agree to any amendment, waiver orother modification described in the first proviso to Section 10.01 that affects such Participant. Subject to Section10.06(f) , the Borrowers agree that each Participant will be entitled to the benefits of Section 3.01 , Section3.04 and Section 3.05 to the same extent as if it were a Lending Party hereunder and had acquired its interest byassignment pursuant to Section 10.06(b) . To the extent permitted by law, each Participant also will be entitledto the benefits of Section 10.08 as though it were a Lending Party, as long as such Participant agrees to besubject to Section 2.14 as though it were a Lending Party.

(oooooooooo) Limitations upon Participant Rights. A Participant will not be entitled to receiveany greater payment under Section 3.01 or Section 3.04 than the applicable Lender would have been entitled toreceive with respect to the participation sold to such Participant, unless the sale of the participation to suchParticipant is made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender if itwere a Lender will not be entitled to the benefits of Section 3.01 unless the Borrowers are notified of theparticipation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to complywith Section 3.01(e) as though it were a Lender.

(pppppppppp) Certain Pledges. Any Lender may at any time pledge or assign a security interest inall or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations ofsuch Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided thatno such pledge or assignment will release such Lender from any of its obligations hereunder or substitute anysuch pledgee or assignee for such Lender as a party hereto.

(qqqqqqqqqq) Electronic Execution of Assignments. The words “ execution ,” “ signed ,” “signature,” and words of like import in any Assignment and Assumption will be deemed to include electronicsignatures or the keeping of records in electronic form, each of which will be of the same legal effect, validity orenforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the casemay be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures inGlobal and National Commerce Act, the New York State Electronic Signatures and Records Act or any othersimilar state laws based on the Uniform Electronic Transactions Act.

(rrrrrrrrrr) Resignation as L/C Issuer or Swing Line Lender. Notwithstanding anything to thecontrary contained herein, if at any time Wells Fargo assigns all of its Commitments and Loans pursuant

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to subsection (b) of this Section 10.06 , Wells Fargo may do either or both of the following: (i) upon thirty days’notice to the Borrowers and all Lenders, resign as L/C Issuer or (ii) upon thirty days’ notice to the Borrowers,resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, theBorrowers will be entitled to appoint from among Lenders a successor L/C Issuer or Swing Line Lender (subjectto such Lender’s consent to such appointment, at its sole discretion); provided that no failure by the Borrowersto appoint any such successor will affect the resignation of Wells Fargo as a L/C Issuer or Swing Line Lender, asthe case may be. If Wells Fargo resigns as a L/C Issuer, it will retain all the rights and obligations of a L/C Issuerhereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as a L/CIssuer and all L/C Obligations with respect thereto (including the right to require Lenders to make RevolvingCredit Loans that are Base Rate Revolving Credit Loans or fund risk participations in Unreimbursed Amountspursuant to Section 2.04(c) ). If Wells Fargo resigns as Swing Line Lender, it will retain all the rights of SwingLine Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of theeffective date of such resignation, including the right to require Lenders to make Revolving Credit Loans that areBase Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c) .

SECTION 10.07. TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.

Each Lender will make no disclosure of confidential information furnished to it by the Borrowers or anyof their Subsidiaries, and identified as such, unless such information has become public, except: (a) inconnection with operations under or the enforcement of this Agreement or any other Loan Document, to Personswho have a reasonable need to be furnished such confidential information and who agree to comply with therestrictions contained in this Section 10.07 with respect to such information and to the extent such disclosuredoes not violate any applicable Laws; (b) pursuant to any statutory or regulatory requirement or any court order,subpoena or other legal process; (c) to any parent or corporate Affiliate of such Lender or to any Participant,proposed Participant or proposed Assignee; provided, however, that any such Person agrees to comply with therestrictions set forth in this Section 10.07 with respect to such information and to the extent such disclosure doesnot violate any applicable Laws; (d) to its independent counsel, auditors and other professional advisors with aninstruction to such Person to keep such information confidential; (e) subject to an agreement containingprovisions substantially similar to those of this Section 10.07 , to any direct or indirect counterparty in any swapagreement or hedging arrangement (or to such contractual counterparty’ s professional advisors) relating to theLoan Parties and their obligations; (f) with respect to confidential information related to the tax treatment andtax structure of the transactions contemplated by the Loan Documents and all materials of any kind (includingopinions 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 complywith any applicable federal or state securities laws; or (g) with the prior written consent of the Parent, to anyother Person.

Each Loan Party hereby agrees that Administrative Agent, any Lender or any Affiliate thereof may (a)disclose a general description of transactions arising under the Loan Documents for advertising, marketing orother similar purposes, and (b) use any Loan Party’s name, logo or other indicia germane to such party inconnection with such advertising, marketing or other similar purposes.

SECTION 10.08. RIGHT OF SETOFF.

If an Event of Default will have occurred and be continuing, each Lending Party and its respectiveAffiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicableLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, inwhatever currency) at any time held and other obligations (in whatever currency) at any time owing by suchLending Party to or for the credit or the account of any Borrower or any other Loan Party against any and all ofthe Obligations to such Lending Party or such Affiliate, irrespective of whether or

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not such Lending Party will have made any demand under this Agreement or any other Loan Document andalthough such obligations of such Borrower or such Loan Party may be unmatured or are owed to a branch oroffice of such Lending Party different from the branch or office holding such deposit or obligated on suchobligations; provided , that in the event that any Defaulting Lender will exercise any such right of setoff, (a) allamounts so set off will be paid over immediately to Administrative Agent for further application in accordancewith the provisions of Section 3.07 and, pending such payment, will be segregated by such Defaulting Lenderfrom its other funds and deemed held in trust for the benefit of Administrative Agent and the Lending Parties,and (b) the Defaulting Lender will provide promptly to Administrative Agent a statement describing inreasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.The rights of each Lending Party and its Affiliates under this Section 10.08 are in addition to other rights andremedies (including other rights of setoff) that such Lending Party or its Affiliates may have. Each LendingParty agrees to notify the Borrowers and Administrative Agent promptly after any such setoff and application;provided that the failure to give such notice will not affect the validity of such setoff and application.

SECTION 10.09. INTEREST RATE LIMITATION.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed tobe paid under the Loan Documents will not exceed the maximum rate of non-usurious interest permitted byapplicable Law. If Administrative Agent or any Lender will receive interest in an amount that exceeds themaximum rate of non-usurious interest permitted by applicable Law, the excess interest will be applied to theprincipal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers or the Guarantors, asapplicable. In determining whether the interest contracted for, charged, or received by Administrative Agent ora Lender exceeds the maximum rate of non-usurious interest permitted by applicable Law, such Person may, tothe extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, orpremium rather than interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize,prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplatedterm of the Obligations hereunder.

SECTION 10.10. COUNTERPARTS; INTEGRATION; EFFECTIVENESS.

This Agreement may be executed in counterparts (and by different parties hereto in differentcounterparts), each of which will constitute an original, but all of which when taken together will constitute asingle contract. This Agreement and the other Loan Documents constitute the entire agreement among theparties relating to the subject matter hereof and supersede any and all previous documents, agreements andunderstandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01 , thisAgreement will become effective when it will have been executed and delivered by Administrative Agent andwhen Administrative Agent will have received counterparts hereof that, when taken together, bear the signaturesof each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement bytelecopy will be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All representations and warranties made hereunder and in any other Loan Document or other documentdelivered pursuant hereto or thereto or in connection herewith or therewith will survive the execution anddelivery hereof and thereof. Such representations and warranties have been or will be relied upon byAdministrative Agent and each Lending Party, regardless of any investigation made by Administrative Agent orany Lender or on their behalf and notwithstanding that Administrative Agent or any Lender may have had noticeor knowledge of any Default or Event of Default at the time of any Credit Extension, and will continue in fullforce and effect as long as any Loan or any other Obligation (other than

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unasserted contingent indemnification obligations) hereunder will remain unpaid or unsatisfied or any Creditwill remain outstanding.

SECTION 10.12. SEVERABILITY.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid orunenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and theother Loan Documents will not be affected or impaired thereby and (b) the parties will endeavor in good faithnegotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effectof which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of aprovision in a particular jurisdiction will not invalidate or render unenforceable such provision in any otherjurisdiction. Without limiting the foregoing provisions of this Section 10.12 , if and to the extent that theenforceability of any provisions in this Agreement relating to Defaulting Lenders will be limited by BankruptcyLaws, as determined in good faith by Administrative Agent, L/C Issuer or Swing Line Lender, as applicable,then such provisions will be deemed to be in effect only to the extent not so limited.

SECTION 10.13. LENDER-CREDITOR RELATIONSHIP.

The relationship between the Lending Parties and Administrative Agent, on the one hand, and theBorrowers and the other Loan Parties, on the other, is solely that of creditor and debtor. Neither any LendingParty nor Administrative Agent has (or will be deemed to have) any fiduciary relationship or duty to theBorrowers or any other Loan Party arising out of or in connection with, and there is no agency or joint venturerelationship between the Lending Parties and Administrative Agent, on the one hand, and the Borrowers and theother Loan Parties, on the other, by virtue of this Agreement or any other Loan Document or any of theTransactions contemplated herein or therein.

SECTION 10.14. USA PATRIOT ACT NOTICE.

Each Lending Party that is subject to the PATRIOT Act and Administrative Agent (for itself and not onbehalf of any Lending Party) hereby notifies the Borrowers that, pursuant to the requirements of the PATRIOTAct, they are each required to obtain, verify and record information that identifies the Borrowers and each otherLoan Party, which information includes the name and address of the Borrowers and each other Loan Party andother information that will allow such Lending Party or Administrative Agent, as applicable, to identify theBorrowers and each other Loan Party in accordance with the PATRIOT Act.

SECTION 10.15. GUARANTY BY SUBSIDIARIES.

(ssssssssss) Guaranty. Each Domestic Subsidiary of the Borrowers that is a Material Subsidiaryparty hereto (each, a “ Subsidiary Guarantor ”) jointly and severally, unconditionally and irrevocablyguarantees to Administrative Agent and , Lending Parties and the Bank Product Providers the full and promptpayment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand orotherwise) and performance of the Obligations and all Bank Product Debt (the “ GuaranteedObligations”) ; provided, however, that no Excluded Subsidiary shall become a Subsidiary Guarantor unlessAdministrative Agent and the Borrowers expressly agree in advance in writing and no Subsidiary that is aBorrower shall be a Subsidiary Guarantor . The Guaranteed Obligations include interest that, but for aproceeding under any Bankruptcy Law, would have accrued on such Guaranteed Obligations, whether or not aclaim is allowed against the Borrowers for such interest in any such proceeding. Notwithstanding the foregoing,(i) if (A) any Subsidiary Guarantor that has been a Material Subsidiary ceases to be a Material Subsidiary for aperiod of twelve consecutive months, and if (B) no Event

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of Default has occurred and is continuing as of the end of such twelve consecutive month period, then or (ii) ifany Subsidiary Guarantor is or becomes an Excluded Subsidiary, then in either case under the precedingclauses (i) and (ii), upon the Administrative Borrower’s written notification to Administrative Agent of thesatisfaction of the conditions necessary to release such Subsidiary Guarantor, such Subsidiary Guarantor will bereleased as a Subsidiary Guarantor hereunder upon Administrative Agent’s subsequent writtenacknowledgement of such release (such acknowledgement not to be unreasonably withheld).

(tttttttttt) Separate Obligation. Each Subsidiary Guarantor acknowledges and agrees that (i) theGuaranteed Obligations are separate and distinct from any Indebtedness arising under or in connection with anyother document, including under any provision of this Agreement other than this Section 10.15 , 10.15 or anyBank Product, executed at any time by such Subsidiary Guarantor in favor of Administrative Agent or , anyLending Party or any Bank Product Provider ; and (ii) such Subsidiary Guarantor will pay and perform all ofthe Guaranteed Obligations as required under this Section 10.15 , and Administrative Agent and , LendingParties and Bank Product Providers may enforce any and all of their respective rights and remedies hereunder,without regard to any other document, including any provision of this Agreement other than this Section 10.15 ,10.15 and Section 10.03, at any time executed by such Subsidiary Guarantor in favor of Administrative Agentor , any Lending Party or any Bank Product Provider , irrespective of whether any such other document, orany provision thereof or hereof, will for any reason become unenforceable or any of the Indebtedness thereunderwill have been discharged, whether by performance, avoidance or otherwise. Each Subsidiary Guarantoracknowledges that, in providing benefits to the Borrowers, Administrative Agent and , Lending Parties andBank Product Providers are relying upon the enforceability of this Section 10.15 and the GuaranteedObligations as separate and distinct Indebtedness of each such Subsidiary Guarantor, and each SubsidiaryGuarantor agrees that Administrative Agent and , the Lending Parties and the Bank Product Providers wouldbe denied the full benefit of their bargain if at any time this Section 10.15 or the Guaranteed Obligations weretreated any differently. The fact that the Guaranty is set forth in this Agreement rather than in a separateguaranty document is for the convenience of the Borrowers and each Subsidiary Guarantor and will in no wayimpair or adversely affect the rights or benefits of Administrative Agent and , the Lending Parties and the BankProduct Providers under this Section 10.15 . Each Subsidiary Guarantor agrees to execute and deliver aseparate document, immediately upon request at any time of Administrative Agent or , any Lending Party orany Bank Product Provider , evidencing each such Subsidiary Guarantor’s obligations under this Section10.15 . Upon the occurrence of any Event of Default, a separate action or actions may be brought against eachsuch Subsidiary Guarantor, whether or not any Borrower or any other Subsidiary Guarantor or any other Personis joined therein or a separate action or actions are brought against any such Borrower or any such otherSubsidiary Guarantor or any such other Person.

(uuuuuuuuuu) Insolvency Laws; Right of Contribution.

(i) As used in this Section 10.15(c) : (a) the term “ GuarantorApplicableInsolvencyLaws” means the Laws of any Governmental Authority relating to bankruptcy, reorganization, arrangement,adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or othersimilar laws (including 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of theBankruptcy Code) as applicable in any proceeding in which the validity or enforceability of this Agreement orany other Loan Document against any Subsidiary Guarantor, or any Guarantor Specified Lien is in issue; and (b)“ GuarantorSpecifiedLien” means any Lien from time to time granted by any Subsidiary Guarantor

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securing the Guaranty Obligations. Notwithstanding any provision of this Agreement to the contrary, if, in anyproceeding, a court of competent jurisdiction determines that with respect to any Subsidiary Guarantor, thisAgreement or any other Loan Document or any Guarantor Specified Lien would, but for the operation of thisSection 10.15(c) , be subject to avoidance and/or recovery or be unenforceable by reason of GuarantorApplicable Insolvency Laws, this Agreement, such other Loan Document and each such Guarantor SpecifiedLien will be valid and enforceable against such Guarantor, only to the maximum extent that would not cause thisAgreement, such other Loan Document or such Guarantor Specified Lien to be subject to avoidance, recovery orunenforceability. To the extent that any payment to, or realization by, Administrative Agent or any LendingParty on the Guaranty Obligations exceeds the limitations of this Section 10.15(c) and is otherwise subject toavoidance and recovery in any such proceeding, the amount subject to avoidance will in all events be limited tothe amount by which such actual payment or realization exceeds such limitation, and this Agreement as limitedwill in all events remain in full force and effect and be fully enforceable against such Guarantor. This Section10.15(c) is intended solely to reserve the rights of Administrative Agent and , the Lending Parties and the BankProduct Providers hereunder against each Guarantor, in such proceeding to the maximum extent permitted byGuarantor Applicable Insolvency Laws and neither any Borrower, nor any Guarantor or any other guarantor ofthe Obligations nor any other Person will have any right, claim or defense under this Section 10.15(c) that wouldnot otherwise be available under Guarantor Applicable Insolvency Laws in such proceeding.

(ii) Each Subsidiary Guarantor hereby agrees that, to the extent that any SubsidiaryGuarantor will have paid an amount hereunder to or on behalf of Administrative Agent and , the Lending Partiesand the Bank Product Providers that is greater than the net value of the benefits received, directly orindirectly, by such paying Guarantor as a result of the Credit Extensions and other credit accommodationsextended hereunder or under any Bank Product , such paying Guarantor will be entitled to contribution fromany Guarantor that has not paid its proportionate share, based on benefits received as a result of the making andissuance of the Credit Extensions or Bank Product . Any amount payable as a contribution under this Section10.15(c) will be determined as of the date on which the related payment or distribution is made by the Guarantorseeking contribution and each Guarantor acknowledges that the right to contribution hereunder will constitute anasset of such Guarantor to which such contribution is owed. Notwithstanding the foregoing, the provisions ofthis Section 10.15(c) will in no respect limit the obligations and liabilities of any Guarantor to AdministrativeAgent and the Lending Parties hereunder or under any other Loan Document, and each Guarantor will remainjointly and severally liable for the full payment and performance of the Guaranty Obligations.

(vvvvvvvvvv) Liability of Subsidiary Guarantors. The liability of each Subsidiary Guarantor underthis Section 10.15 will be irrevocable, absolute, independent and unconditional, and will not be affected by anycircumstance that might constitute a discharge of a surety or guarantor other than the indefeasible payment andperformance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting thegenerality thereof, each Subsidiary Guarantor agrees as follows:

(i) such Subsidiary Guarantor’s liability hereunder will be the immediate, direct, andprimary obligation of such Subsidiary Guarantor and will not be contingent upon Administrative Agent’s or ,any Lending Party ’s or any Bank Product Provider ’s exercise or enforcement of any remedy it may haveagainst any Borrower or any other Person, or against any collateral or other security for any GuaranteedObligations;

(ii) this Guaranty is a guaranty of payment when due and not merely of collectibility;

(iii) Administrative Agent and , Lending Parties and Bank Product Providers mayenforce this Section 10.15 upon the occurrence of an Event of Default notwithstanding the existence of any

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dispute among Administrative Agent and , Lending Parties or Bank Product Providers , on the one hand, andthe Borrowers or any other Person, on the other hand, with respect to the existence of such Event of Default;

(iv) such Subsidiary Guarantor’s payment of a portion, but not all, of the GuaranteedObligations will in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portionof the Guaranteed Obligations remaining unsatisfied; and

(v) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations willremain in full force and effect without regard to, and will not be impaired or affected by, nor will suchSubsidiary Guarantor be exonerated or discharged by, any of the following events:

(A) any proceeding under any Bankruptcy Law;

(B) any limitation, discharge, or cessation of the liability of the Borrowers or anyother Person for any Guaranteed Obligations due to any applicable Law, or any invalidity or unenforceability inwhole or in part of any of the Guaranteed Obligations or the Loan Documents;

(C) any merger, acquisition, consolidation or change in structure of the Borrowersor any other Guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets orshares of the Borrowers or any other Guarantor or Person;

(D) any assignment or other transfer, in whole or in part, of Administrative Agent’sor any Lending Party’s interests in and rights under this Agreement (including this Section 10.15 ) or the otherLoan Documents;

(E) any claim, defense, counterclaim or setoff, other than that of prior performance,that any Borrower, any such Subsidiary Guarantor, any other Guarantor or any other Person may have or assert,including any defense of incapacity or lack of corporate or other authority to execute any of the LoanDocuments;

(F) Administrative Agent’s or , any Lending Party ’s or any Bank ProductProvider ’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document orany Guaranteed Obligations;

(G) Administrative Agent’s or , any Lending Party ’s or any Bank ProductProvider ’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed Obligationsor any collateral;

(H) Administrative Agent’s or , any Lending Party ’s or any Bank ProductProvider ’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under anyBankruptcy Law; or

(I) any other guaranty, whether by such Subsidiary Guarantor or any other Person,of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of theBorrowers to Administrative Agent or , any Lending Party or any Bank Product Provider .

(wwwwwwwwww) Consents of Subsidiary Guarantors. Each Subsidiary Guarantor herebyunconditionally consents and agrees that, without notice to or further assent from any such SubsidiaryGuarantor:

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(i) the principal amount of the Guaranteed Obligations may be increased or decreased and

additional indebtedness or obligations of the Borrowers under the Loan Documents or any Bank Product maybe incurred and the time, manner, place or terms of any payment under any Loan Document or any BankProduct may be extended or changed, by one or more amendments, modifications, renewals or extensions ofany Loan Document , any Bank Product or otherwise;

(ii) the time for the Borrowers’ (or any other Person’s) performance of or compliance withany term, covenant or agreement on its part to be performed or observed under any Loan Document or anyBank Product may be extended, or such performance or compliance waived, or failure in or departure fromsuch performance or compliance consented to, all in such manner and upon such terms as Administrative Agentand , Lending Parties or Bank Product Providers (as applicable under the relevant Loan Documents or BankProduct ) may deem proper;

(iii) Administrative Agent and , Lending Parties and Bank Product Providers may requestand accept other guaranties and may take and hold security as collateral for the Guaranteed Obligations, andmay, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive,rescind, compromise or extend such other guaranties or security and may permit or consent to any such action orthe result of any such action, and may apply such security and direct the order or manner of sale thereof; and

(iv) Administrative Agent or , Lending Parties or Bank Products may exercise, or waiveor otherwise refrain from exercising, any other right, remedy, power or privilege even if the exercise thereofaffects or eliminates any right of subrogation or any other right of such Subsidiary Guarantor against theBorrowers.

(xxxxxxxxxx) Guarantors’ Waivers. Each Subsidiary Guarantor hereby waives and agrees not toassert:

(i) any right to require Administrative Agent or , any Lending Party or any Bank ProductProvider to proceed against any Borrower, any other Guarantor or any other Person, or to pursue any otherright, remedy, power or privilege of Administrative Agent or , any Lending Party or any Bank ProductProvider whatsoever;

(ii) the defense of the statute of limitations in any action hereunder or for the collection orperformance of the Guaranteed Obligations (and in this regard that the performance of any act or any paymentwhich tolls any statute of limitations applicable to Secured Obligations under any of the Loan Documents orany Bank Product will similarly operate to toll the statute of limitations applicable to each such SubsidiaryGuarantor’s liability hereunder);

(iii) any defense arising by reason of any lack of corporate or other authority or any otherdefense of any Borrower, such Subsidiary Guarantor or any other Person (other than payment in full of theGuaranteed Obligations);

(iv) any defense based upon Administrative Agent’s or , any Lending Party ’s or any BankProduct Provider ’s errors or omissions in the administration of the Guaranteed Obligations;

(v) any rights to set-offs and counterclaims;

(vi) without limiting the generality of the foregoing, to the fullest extent permitted by law,any defenses or benefits that may be derived from or afforded by applicable law limiting the liability

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of or exonerating guarantors or sureties, or that may conflict with the terms of this Section 10.15 ; and

(vii) any and all notice of the acceptance of this Guaranty, and any and all notice of thecreation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance byAdministrative Agent and , the Lending Parties and the Bank Product Providers upon this Guaranty, or theexercise of any right, power or privilege hereunder. The Guaranteed Obligations will conclusively be deemed tohave been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each SubsidiaryGuarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonoror nonpayment and all other notices to or upon any Borrower, any Guarantor or any other Person with respect tothe Guaranteed Obligations.

(yyyyyyyyyy) Stay of Acceleration. If acceleration of the time for payment of any of the Obligationsis stayed, in connection with any case commenced by or against the Borrowers under any Bankruptcy Law, orotherwise, all such amounts will nonetheless be jointly and severally payable by each Guarantor immediatelyupon demand by Administrative Agent.

(zzzzzzzzzz) Financial Condition of the Borrowers. No Subsidiary Guarantor will have any rightto require Administrative Agent or any Lending Party to obtain or disclose any information with respect to (i)the financial condition or character of the Borrowers or the ability of the Borrowers to pay and perform theGuaranteed Obligations, (ii) the Guaranteed Obligations; (iii) any collateral or other security for any or all of theGuaranteed Obligations; (iv) the existence or nonexistence of any other guarantees of all or any part of theGuaranteed Obligations, (v) any action or inaction on the part of Administrative Agent or , any Lending Party orany Bank Product Provider or any other Person or (vi) any other matter, fact or occurrence whatsoever. EachSubsidiary Guarantor hereby acknowledges that it has undertaken its own independent investigation of thefinancial condition of the Borrowers and all other matters pertaining to this Guaranty set forth in this Section10.15 and further acknowledges that it is not relying in any manner upon any representation or statement ofAdministrative Agent or , any Lending Party or any Bank Product Provider with respect thereto.

(aaaaaaaaaaa) Subrogation. Until the Guaranteed Obligations (other than unasserted contingentindemnification obligations) will be satisfied in full and the Aggregate Commitments will be terminated, noSubsidiary Guarantor will directly or indirectly exercise (i) any rights that it may acquire by way of subrogationunder this Section 10.15 , by any payment hereunder or otherwise, (ii) any rights of contribution,indemnification, reimbursement or similar suretyship claims arising out of this Section 10.15 or (iii) any otherright that it might otherwise have or acquire (in any way whatsoever) that could entitle it at any time to share orparticipate in any right, remedy or security of Administrative Agent or any Lending Party as against anyBorrower or other Guarantors or any other Person, whether in connection with this Section 10.15 , any of theother Loan Documents , any Bank Products or otherwise.

(bbbbbbbbbbb) Subordination. All payments on account of all indebtedness, liabilities and otherobligations of any Borrower to any Subsidiary Guarantor or to any other Subsidiary Guarantor, whether nowexisting or hereafter arising, and whether due or to become due, absolute or contingent, liquidated orunliquidated, determined or undetermined (the “ Guarantor Subordinated Indebtedness ”) will be subject,subordinate and junior in right of payment and exercise of remedies, to the extent and in the manner set forthherein, to the prior payment in full in cash of the Guaranteed Obligations. Subject to Section 7.06 , as long asany of the Guaranteed Obligations (other than unasserted contingent indemnification obligations) will remainoutstanding and unpaid, each Subsidiary Guarantor will not accept or receive any payment or distribution by oron behalf of any Borrower or any other Subsidiary Guarantor, directly or indirectly, or assets of any Borrower orany other Subsidiary Guarantor, of any kind or character, whether in cash, property or securities, including onaccount of the purchase, redemption or other

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acquisition of Guarantor Subordinated Indebtedness, as a result of any collection, sale or other disposition ofcollateral, or by setoff, exchange or in any other manner, for or on account of the Guarantor SubordinatedIndebtedness ( “ Guarantor Subordinated Indebtedness Payments ”), except that, so long as an Event ofDefault does not then exist, each Subsidiary Guarantor will be entitled to accept and receive payments on itsGuarantor Subordinated Indebtedness in accordance with past business practices of such Subsidiary Guarantorand such Borrower (or any other applicable Guarantor) and not in contravention of any Law or the terms of theLoan Documents.

If any Guarantor Subordinated Indebtedness Payments will be received in contravention of this Section10.15 , such Guarantor Subordinated Indebtedness Payments will be held in trust for the benefit ofAdministrative Agent and Lending Parties and will be paid over or delivered to Administrative Agent forapplication to the payment in full of all Guaranteed Obligations remaining unpaid to the extent necessary to giveeffect to this Section 10.15 after giving effect to any concurrent payments or distributions to AdministrativeAgent and Lending Parties in respect of the Guaranteed Obligations.

(ccccccccccc) Continuing Guaranty. The Guaranty set forth in this Section 10.15 is a continuingirrevocable guaranty and agreement of subordination and will continue in effect and be binding upon eachSubsidiary Guarantor until termination of the Aggregate Commitments and payment and performance in full ofthe Guaranteed Obligations, including Guaranteed Obligations which (other than unasserted contingentindemnification obligations) that may exist continuously or which may arise from time to time undersuccessive transactions, and each Subsidiary Guarantor expressly acknowledges that this Guaranty will remainin full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations exist suchObligations exist. The Guaranty set forth in this Section 10.15 shall not extend to any Bank Product Debtfollowing payment in full of the Obligations (other than unasserted contingent indemnificationobligations) .

(ddddddddddd) Reinstatement. The Guaranty set forth in this Section 10.15 will continue to beeffective or will be reinstated and revived, as the case may be, if, for any reason, any payment of the GuaranteedObligations by or on behalf of the Borrowers (or receipt of any proceeds of collateral) will be rescinded,invalidated, declared to be fraudulent or preferential, set aside, voided or otherwise required to be repaid to theBorrowers, its estate, trustee, receiver or any other Person (including under any Bankruptcy Law), or mustotherwise be restored by Administrative Agent or , any Lending Party or any Bank Product Provider , whetheras a result of proceedings under any Bankruptcy Law or otherwise. All losses, damages, costs and expenses thatAdministrative Agent, or any Lending Party or any Bank Product Provider may suffer or incur as a result ofany voided or otherwise set aside payments will be specifically covered by the indemnity in favor ofAdministrative Agent and Lending Parties contained in Section 10.04.

(eeeeeeeeeee) Substantial Benefits. The Credit Extensions provided to or for the benefit of theBorrowers hereunder by Lending Parties and any Bank Products provided to or for the benefit of theBorrowers by the Bank Product Providers have been and are to be contemporaneously used for the benefit ofthe Borrowers and each Subsidiary Guarantor. It is the position, intent and expectation of the parties that eachBorrower and each Subsidiary Guarantor have derived and will derive significant and substantial direct andindirect benefits from the Credit Extensions to be made available by Lending Parties or any Bank ProductProvider under the Loan Documents and any Bank Products made available by the Bank ProductProviders .

(fffffffffff) Knowing and Explicit Waivers. Each Subsidiary Guarantor acknowledges that iteither has obtained the advice of legal counsel or has had the opportunity to obtain such advice in connectionwith the terms and provisions of this Section 10.15 . Each Subsidiary Guarantor acknowledges and agrees thateach of the waivers and consents set forth herein is made with full knowledge of its

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significance and consequences, that all such waivers and consents herein are explicit and knowing and that eachSubsidiary Guarantor expects such waivers and consents to be fully enforceable

(ggggggggggg) Keepwell. Without limiting anything in this Section 10.15, each Qualified ECPGuarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to providesuch funds or other support as may be needed from time to time to each Guarantor that is not an “eligiblecontract participant” under the Commodity Exchange Act at the time the guarantee under this Article 10becomes effective with respect to any Swap Obligation, to honor all of the Obligations of such Guarantorunder this Section 10.15 in respect of such Swap Obligations (provided, however, that each Qualified ECPGuarantor shall only be liable under this clause (o) for the maximum amount of such liability that can behereby incurred without rendering its undertaking under this clause (o), or otherwise under this Section10.15, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and notfor any greater amount). The undertaking of each Qualified ECP Guarantor under this clause (o) shallremain in full force and effect until termination of the Commitments and payment in full of all Loans andother Secured Obligations. Each Qualified ECP Guarantor intends that this clause (o) constitute, and thisclause (o) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of eachGuarantor that would otherwise not constitute an “eligible contract participant” under the CommodityExchange Act

(hhhhhhhhhhh) Eligible Contract Participant. Notwithstanding anything to the contrary in anyLoan Document, no Subsidiary Guarantor shall be deemed under this Section 10.15 to be a guarantor ofany Swap Obligations if such Subsidiary Guarantor was not an “eligible contract participant” as definedin §1a(18) of the Commodity Exchange Act, at the time the guarantee under this Section 10.15 becomeseffective with respect to such Swap Obligation and to the extent that the providing of such guarantee bysuch Subsidiary Guarantor would violate the Commodity Exchange Act; provided however that indetermining whether any Subsidiary Guarantor is an “eligible contract participant” under theCommodity Exchange Act, the guarantee of the Secured Obligations of such Subsidiary Guarantor underthis Section 10.15 by a Subsidiary Guarantor that is also a Qualified ECP Guarantor shall be taken intoaccount .

If, while any Guarantor Subordinated Indebtedness is outstanding, any proceeding under any BankruptcyLaw is commenced by or against any Borrower or its property, Administrative Agent, when so instructed by L/CIssuer, Swing Line Lender and Required Lenders, is hereby irrevocably authorized and empowered (in the nameof Lending Parties or in the name of any Subsidiary Guarantor or otherwise), but will have no obligation, todemand, sue for, collect and receive every payment or distribution in respect of all Guarantor SubordinatedIndebtedness and give acquittances therefor and to file claims and proofs of claim and take such other action(including voting the Guarantor Subordinated Indebtedness) as it may deem necessary or advisable for theexercise or enforcement of any of the rights or interests of Administrative Agent and Lending Parties; and eachSubsidiary Guarantor will promptly take such action as Administrative Agent (on instruction from L/C Issuer,Swing Line Lender and Required Lenders) may reasonably request: (A) to collect the Guarantor SubordinatedIndebtedness for the account of the Lending Parties and to file appropriate claims or proofs of claim in respect ofthe Guarantor Subordinated Indebtedness; (B) to execute and deliver to Administrative Agent such powers ofattorney, assignments and other instruments as it may request to enable it to enforce any and all claims withrespect to the Guarantor Subordinated Indebtedness; and (C) to collect and receive any and all GuarantorSubordinated Indebtedness Payments.

SECTION 10.16. JOINT AND SEVERAL LIABILITY OF THE BORROWERS.

(iiiiiiiiiii) Joint and Several Liability. Each Borrower, jointly and severally, hereby

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irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liabilitywith the other Borrowers, with respect to the payment and performance of all of the Obligations (including anyObligations arising under this Section 10.16 ) and Bank Product Debt , it being the intention of the partieshereto that all the Obligations and Bank Product Debt will be the joint and several obligations of eachBorrower without preferences or distinction among them. If and to the extent that any Borrower will fail to makeany payment with respect to any of the Obligations or Bank Product Debt as and when due or to perform anyof the Obligations or Bank Product Debt in accordance with the terms thereof, then in each such event theother Borrowers will make such payment with respect to, or perform, such Obligation and Bank ProductDebt. The liability of Borrowers set forth in this Section 10.16 shall not extend to any Bank Product Debtfollowing payment in full of the Obligations (other than unasserted contingent indemnificationobligations) .

(jjjjjjjjjjj) Liability of the Borrowers. The liability of each Borrower under this Agreement andthe other Loan Documents will be irrevocable, absolute, independent and unconditional, and will not be affectedby any circumstance that might constitute a discharge of a surety or guarantor other than the indefeasiblepayment and performance in full of all Obligations. In furtherance of the foregoing and without limiting thegenerality thereof, each Borrower agrees as follows:

(i) such Borrower’s liability hereunder will be the immediate, direct, and primaryobligation of such Borrower and will not be contingent upon Administrative Agent’s or any Lending Party’sexercise or enforcement of any remedy it may have against any other Borrower or any other Person, or againstany collateral or other security for any Obligations;

(ii) such Borrower’s payment of a portion, but not all, of the Obligations will in no waylimit, affect, modify or abridge such Borrower’s liability for any portion of the Obligations remainingunsatisfied; and

(iii) such Borrower’s liability with respect to the Obligations will remain in full force andeffect without regard to, and will not be impaired or affected by, nor will such Borrower be exonerated ordischarged by, any of the following events:

(A) any proceeding under any Bankruptcy Law;

(B) any limitation, discharge, or cessation of the liability of any other Borrower orany other Person for any Obligations due to any applicable Law, or any invalidity or unenforceability in wholeor in part of any of the Obligations or the Loan Documents;

(C) any merger, acquisition, consolidation or change in structure of any Borrower orany Guarantor or other Person, or any sale, lease, transfer or other disposition of any or all of the assets or sharesof any Borrower or any Guarantor or other Person;

(D) any assignment or other transfer, in whole or in part, of Administrative Agent’sor any Lending Party’s interests in and rights under this Agreement (including this Section 10.16 ) or the otherLoan Documents;

(E) any claim, defense, counterclaim or setoff, other than that of prior performance,that any Borrower, any Guarantor or any other Person may have or assert, including any defense of incapacity orlack of corporate or other authority to execute any of the Loan Documents;

(F) Administrative Agent’s or any Lending Party’s amendment, modification,renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;

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(G) Administrative Agent’s or any Lending Party’s exercise or non-exercise of any

power, right or remedy with respect to any Obligations or any collateral; or

(H) Administrative Agent’s or any Lending Party’s vote, claim, distribution,election, acceptance, action or inaction in any proceeding under any Bankruptcy Law.

(kkkkkkkkkkk) Insolvency Laws; Right of Contribution.

(i) As used in this Section 10.16(c) : (a) the term “ BorrowerApplicableInsolvencyLaws” means the Laws of any Governmental Authority relating to bankruptcy, reorganization, arrangement,adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or othersimilar laws (including 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of theBankruptcy Code) as applicable in any proceeding in which the validity or enforceability of this Agreement orany other Loan Document against any Borrower, or any Borrower Specified Lien is in issue; and (b) “ BorrowerSpecified Lien ” means any Lien from time to time granted by any Borrower securing the Obligations.Notwithstanding any provision of this Agreement to the contrary, if, in any proceeding, a court of competentjurisdiction determines that with respect to any Borrower, this Agreement or any other Loan Document or anyBorrower Specified Lien would, but for the operation of this Section 10.16(c) , be subject to avoidance and/orrecovery or be unenforceable by reason of Borrower Applicable Insolvency Laws, this Agreement, such otherLoan Document and each such Borrower Specified Lien will be valid and enforceable against such Borroweronly to the maximum extent that would not cause this Agreement, such other Loan Document or such BorrowerSpecified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, orrealization by, Administrative Agent or any Lending Party on the Obligations exceeds the limitations of thisSection 10.16(c) and is otherwise subject to avoidance and recovery in any such proceeding, the amount subjectto avoidance will in all events be limited to the amount by which such actual payment or realization exceedssuch limitation, and this Agreement as limited will in all events remain in full force and effect and be fullyenforceable against such Borrower. This Section 10.16(c) is intended solely to reserve the rights ofAdministrative Agent and the Lending Parties hereunder against each Borrower, in such proceeding to themaximum extent permitted by Borrower Applicable Insolvency Laws and no Borrower, nor any Guarantor orany other guarantor of the Obligations nor any other Person will have any right, claim or defense under thisSection 10.16(c) that would not otherwise be available under Borrower Applicable Insolvency Laws in suchproceeding.

(ii) each Borrower hereby agrees that, to the extent that any Borrower will have paid anamount hereunder to or on behalf of Administrative Agent and the Lending Parties that is greater than the netvalue of the benefits received, directly or indirectly, by such paying Borrower as a result of the CreditExtensions and other credit accommodations extended hereunder, such paying Borrower will be entitled tocontribution from any Borrower that has not paid its proportionate share, based on benefits received as a resultof the making and issuance of the Credit Extensions. Any amount payable as a contribution under this Section10.16(c) will be determined as of the date on which the related payment or distribution is made by the Borrowerseeking contribution and each Borrower acknowledges that the right to contribution hereunder will constitute anasset of such Borrower to which such contribution is owed. Notwithstanding the foregoing, the provisions of thisSection 10.16(c) will in no respect limit the obligations and liabilities of any Borrower to Administrative Agentand the Lending Parties hereunder or under any other Loan Document, and each Borrower will remain jointlyand severally liable for the full payment and performance of the Obligations.

(lllllllllll) Consents of the Borrowers. Each Borrower hereby unconditionally consents andagrees that, without notice to or further assent from such Borrower:

(i) the time for any Borrower’s (or any other Person’s) performance of or compliance

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with any term, covenant or agreement on its part to be performed or observed under any Loan Document may beextended, or such performance or compliance waived, or failure in or departure from such performance orcompliance consented to, all in such manner and upon such terms as Administrative Agent and Lending Parties(as applicable under the relevant Loan Documents) may deem proper;

(ii) Administrative Agent and Lending Parties may request and accept other guaranties andmay take and hold security as collateral for the Guaranteed Obligations, and may, from time to time, in whole orin part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such otherguaranties or security and may permit or consent to any such action or the result of any such action, and mayapply such security and direct the order or manner of sale thereof; and

(iii) Administrative Agent or Lending Parties may exercise, or waive or otherwise refrainfrom exercising, any other right, remedy, power or privilege even if the exercise thereof affects or eliminates anyright of subrogation or any other right of such Borrower against any other Borrower or against any Guarantor orany other Person.

(mmmmmmmmmmm) Suretyship Waivers. Each Borrower hereby waives and agrees not toassert:

(i) any right to require Administrative Agent or any Lending Party to proceed against anyother Borrower, any Guarantor or any other Person, or to pursue any other right, remedy, power or privilege ofAdministrative Agent or any Lending Party whatsoever;

(ii) any defense arising by reason of any lack of corporate or other authority or any otherdefense of any other Borrower, any Guarantor or any other Person;

(iii) without limiting the generality of the foregoing, to the fullest extent permitted by law,any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of orexonerating guarantors or sureties, or that may conflict with the terms of this Section 10.16 ; and

(iv) any notice of the acceptance of its joint and several liability under this Agreement andthe other Loan Documents. The Obligations will conclusively be deemed to have been created, contracted,incurred and permitted to exist in reliance upon this Section 10.16 .

(nnnnnnnnnnn) Stay of Acceleration. If acceleration of the time for payment of any of theObligations is stayed, in connection with any case commenced by or against any other Borrower under anyBankruptcy Law, or otherwise, all such amounts will nonetheless be jointly and severally immediately payableby such Borrower.

(ooooooooooo) Financial Condition of Other Borrowers. No Borrower will have any right torequire Administrative Agent or any Lending Party to obtain or disclose any information with respect to (i) thefinancial condition or character of any other Borrower or the ability of any other Borrower to pay and performthe Obligations, (ii) the Obligations, (iii) any collateral or other security for any or all of the Obligations, (iv) theexistence or nonexistence of any other guarantees of all or any part of the Obligations or (v) any action orinaction on the part of Administrative Agent or any Lending Party or any other Person. Each Borrower herebyacknowledges that it has undertaken its own independent investigation of the financial condition of each otherBorrower and further acknowledges that it is not relying in any manner upon any representation or statement ofAdministrative Agent or any Lending Party with respect thereto.

(ppppppppppp) Subrogation. Until the Obligations (other than unasserted contingent

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indemnification Obligations) will be satisfied in full and the Aggregate Commitments will be terminated, noBorrower will directly or indirectly exercise (i) any rights that it may acquire by way of subrogation under thisSection 10.16 , by any payment hereunder or otherwise, (ii) any rights of contribution, indemnification,reimbursement or similar suretyship claims arising out of this Section 10.16 or (iii) any other right that it mightotherwise have or acquire (in any way whatsoever) that could entitle it at any time to share or participate in anyright, remedy or security of Administrative Agent or any Lending Party as against any other Borrower or anyGuarantor or other Person, whether in connection with this Section 10.16 , any of the other Loan Documents orotherwise.

(qqqqqqqqqqq) Subordination. Any claim which any Borrower may have against any otherBorrower with respect to any payments to Administrative Agent or any Lending Party hereunder or under anyother Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitationas to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of theObligations and, in the event of any proceeding under any Bankruptcy Law relating to any Borrower, its debts orits assets, whether voluntary or involuntary, all such Obligations (other than unasserted contingentindemnification obligations) will be paid in full in Cash before any payment or distribution of any character,whether in Cash, securities or other property, will be made to any other Borrower therefore.

(rrrrrrrrrrr) Substantial Benefits. The Credit Extensions provided to or for the benefit of theBorrowers hereunder by Lending Parties and any Bank Products provided to or for the benefit of theBorrowers by the Bank Product Providers have been and are to be contemporaneously used for the benefit ofeach Borrower and each of the other Loan Parties. It is the position, intent and expectation of the parties thateach Borrower and each other Loan Party have derived and will derive significant and substantial direct andindirect benefits from the Credit Extensions to be made available by Lending Parties under the Loan Documentsand any Bank Products made available by the Bank Product Providers .

SECTION 10.17. ADMINISTRATIVE BORROWER.

Each Borrower hereby irrevocably appoints the Parent (“ AdministrativeBorrower”) as its agent to actas specified in the Loan Documents, and Administrative Borrower hereby accepts such appointment. EachBorrower hereby irrevocably authorizes and directs Administrative Borrower to take on its behalf all actionsrequired of such Person under the Loan Documents, and to exercise all powers and to perform all duties of suchPerson thereunder, including, (a) to submit and receive all certificates, notices, elections and communicationsand (b) to receive and disburse the proceeds of Loans. Any of the foregoing taken or received by AdministrativeBorrower on behalf of any Borrower will be deemed for all purposes to have been taken or received by suchBorrower and will be binding on such Person to the same extent as if directly taken or received by suchBorrower.

SECTION 10.18. GOVERNING LAW; JURISDICTION; ETC.

(sssssssssss) Governing Law. This Agreement will be governed by, and construed in accordancewith, the laws of the State of New York, without regard to principles of conflicts of law other than New YorkGeneral Obligations Law 5-1401 and 5-1402.

(ttttttttttt) Submission to Jurisdiction. Each Borrower and each other Loan Party party heretoeach irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of thecourts of the Supreme Court of the State of New York sitting in New York County in the Borough of Manhattanand of the United States District Court for the Southern District of New York, and any appellate court from anythereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document towhich each is a party, or for recognition or enforcement of any judgment,

137

and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such actionor proceeding may be heard and determined in such state courts or, to the fullest extent permitted by applicableLaw, in such Federal courts. Each of the parties hereto agrees that a final judgment in any such action orproceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any othermanner provided by Law. Nothing in this Agreement or in any other Loan Document will affect any right thatAdministrative Agent or any Lending Party may otherwise have to bring any action or proceeding relating to thisAgreement or any other Loan Document against any Loan Party or any of its properties in the courts of any otherjurisdiction.

(uuuuuuuuuuu) Waiver of Venue. Each Borrower and each other Loan Party party hereto eachirrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection that itmay now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to thisAgreement or any other Loan Document in any court referred to in subsection (b) of this Section 10.18 . Eachof the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense ofan inconvenient forum to the maintenance of such action or proceeding in any such court.

(vvvvvvvvvvv) Service of Process. Each party hereto irrevocably consents to service of processin the manner provided for notices in Section 10.02 . Nothing in this Agreement will affect the right of anyparty hereto to serve process in any other manner permitted by applicable Law.

SECTION 10.19. JUDGMENT CURRENCY.

If, for the purpose of obtaining judgment in any court or obtaining an order enforcing a judgment, itbecomes necessary to convert any amount due under this Agreement in Dollars or in any other currency(hereinafter in this Section 10.19 called the “ first currency ”) into any other currency (hereinafter in thisSection 10.19 called the “ secondcurrency”), then the conversion will be made at the rate of exchange at whichin accordance with normal banking procedures Administrative Agent could purchase the first currency with suchsecond currency at Administrative Agent’s close of business on the Business Day next preceding the day onwhich the judgment is given or (as the case may be) the order is made. Any payment made to AdministrativeAgent or any Lending Party pursuant to this Agreement in the second currency will constitute a discharge of theobligations of the Borrowers to pay to Administrative Agent and the Lending Parties any amount originally dueto Administrative Agent and the Lending Parties in the first currency under this Agreement only to the extent ofthe amount of the first currency which Administrative Agent and each of the Lending Parties is able, on the dateof the receipt by it of such payment in any second currency, to purchase, in accordance with AdministrativeAgent’s and such Lending Party’s normal banking procedures, with the amount of such second currency soreceived. If the amount of the first currency falls short of the amount originally due to Administrative Agent andthe Lending Parties in the first currency under this Agreement, each Borrower hereby agrees that it willindemnify each of Administrative Agent and each of the Lending Parties against and save each ofAdministrative Agent and each of the Lending Parties harmless from any shortfall so arising. This indemnitywill constitute an obligation of the Borrowers separate and independent from the other obligations contained inthis Agreement, will give rise to a separate and independent cause of action and will continue in full force andeffect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due toAdministrative Agent or any Lending Party under this Agreement or under any such judgment or order. Anysuch shortfall will be deemed to constitute a loss suffered by each of Administrative Agent and each suchLending Party, as the case may be, and the Borrowers will not be entitled to require any proof or evidence of anyactual loss. The covenant contained in this Section 10.19 will survive the payment in full of all of the otherObligations of the Borrowers under this Agreement and the other Loan Documents.

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SECTION 10.20. WAIVER OF RIGHT TO JURY TRIAL.

(wwwwwwwwwww) BORROWER AND EACH OTHER LOAN PARTY, ADMINISTRATIVEAGENT , ANY BANK PRODUCT PROVIDER AND EACH LENDING PARTY HEREBY WAIVES ANYRIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNINGANY RIGHTS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR UNDER ANYAMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENTDELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, ORARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THISAGREEMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM WILLBE TRIED BEFORE A COURT AND NOT BEFORE A JURY. BORROWER AND EACH OTHER LOANPARTY HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FORADMINISTRATIVE AGENT AND THE LENDING PARTIES ENTERING INTO THIS AGREEMENT.

(xxxxxxxxxxx) EACH OF THE PARTIES HERETO REPRESENTS THAT EACH HASREVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURYTRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL ON SUCH MATTERS. INTHE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTENCONSENT TO A TRIAL BY THE COURT.

SECTION 10.21. ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIALINSTITUTIONS.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement,arrangement or understanding among any such parties, each party hereto acknowledges that any liabilityof any EEA Financial Institution arising under any Loan Document, to the extent such liability isunsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority andagrees and consents to, and acknowledges and agrees to be bound by:

(yyyyyyyyyyy) the application of any Write-Down and Conversion Powers by an EEAResolution Authority to any such liabilities arising hereunder which may be payable to it by any partyhereto that is an EEA Financial Institution; and

(zzzzzzzzzzz) the effects of any Bail-In Action on any such liability, including, if

applicable:

(i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments

of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that maybe issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will beaccepted by it in lieu of any rights with respect to any such liability under this Agreement or any otherLoan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the

Write-Down and Conversion Powers of any EEA Resolution Authority.

[SIGNATURE PAGES FOLLOW.]

139

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

BORROWERS: CH2M HILL COMPANIES, LTD. CH2M HILL, INC. By: By: Name: Steven Mathews Name: Steven MathewsTitle: Treasurer and Authorized Signatory Title: Treasurer and Authorized Signatory OPERATIONS MANAGEMENT INTERNATIONAL,INC.


By: By: Name: Allan Chow Name: Steven MathewsTitle: Treasurer and Authorized Signatory Title: Treasurer and Authorized Signatory CH2M HILL GLOBAL, INC. CH2M HILL CONSTRUCTORS, INC. By: By: Name: Steven Mathews Name: Allan ChowTitle: Treasurer and Authorized Signatory Title: Treasurer and Authorized Signatory CHVENG, LLC By: Name: Steven Mathews Title: Treasurer and Authorized Signatory

140

SUBSIDIARY GUARANTORS:

CH2M HILL INTERNATIONAL, LTD By: Name: Steven Mathews Title: Treasurer and Authorized Signatory CH2M HILL ALASKA, INC. By: Name: Steven Mathews Title: Treasurer and Authorized Signatory CH2M HILL PLATEAU REMEDIATION COMPANY By: Name: Steven Mathews Title: Treasurer and Authorized Signatory

141

ADMINISTRATIVE AGENT: WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent By: Name: Title:

142

LENDERS: WELLS FARGO BANK, NATIONAL ASSOCIATION,as a Lender and as the Swing Line Lender and as an L/C Issuer By: Name: Title: BNP PARIBAS By: Name: Title: By: Name: Title: BANK OF THE WEST By: Name: Title: JPMORGAN CHASE BANK, N.A. By: Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. By: Name: Title: BANK OF AMERICA, N.A. By:

Name: Title:

143

HSBC BANK USA, N.A. By:

Name: Title:

RBS CITIZENS, N.A. By:

Name: Title:

US BANK NATIONAL ASSOCIATION OF AMERICA, N.A. By: Name: Title: HSBC BANK USA, N.A. By: Name: Title: CITIZENS BAN K, N.A. By: Name: Title: US BANK NATIONAL ASSOCIATION By: Name: Title:

144

THE NORTHERN TRUST COMPANY By: Name: Title: THE NORTHERN TRUST COMPANY By:

Name: Title:

145

EXHIBIT A2

Pages of Consolidated Original Credit Agreement

(as amended by Sections 1.1 and 1.2 of this Amendment)

See attached.

“ Defaulting Lender ” means, subject to Section 3.07(b), any Lender that, as determined by

Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect ofits Loans or participations in respect of Letters of Credit or Swing Line Loans, within three Business Days of thedate required to be funded by it hereunder unless (i) such Lender notifies the Administrative Agent and theBorrowers in writing that such failure is the result of such Lender’s determination that one or more conditionsprecedent to its performance of such funding obligations (each of which conditions precedent, together with anyapplicable default, shall be specifically identified in such writing) has not been satisfied and (ii) such conditionsprecedent shall not have been satisfied, (b) has notified the Borrowers or Administrative Agent that it does notintend to comply with its funding obligations or has made a public statement to that effect with respect to itsfunding obligations hereunder or under other agreements in which it commits to extend credit (unless (i) suchwriting or public statement relates to such Lender’s obligation to fund a Loan hereunder, promptly follows theLoan Notice therefor and states that such position is based on such Lender’s determination that a conditionprecedent to funding such Loan (which condition precedent, together with any applicable default, shall bespecifically identified in such writing or public statement) cannot been satisfied and (ii) such condition precedentcannot be satisfied), (c) has failed, within three Business Days after request by Administrative Agent, to confirmin a manner satisfactory to Administrative Agent that it will comply with its funding obligations, or (d) has, orhas a direct or indirect parent company that has, (i) become the subject of a proceeding under any applicableBankruptcy Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors orsimilar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii)taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any suchproceeding or appointment; or (iv) become the subject of a Bail-In Action; provided that a Lender will not bea Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or anydirect or indirect parent company thereof by a Governmental Authority.

“ Disposition” means the sale, assignment, transfer, conveyance, license (other than on a non-exclusive basis), lease or other disposition (including any sale and leaseback transaction) of any property by anyPerson (other than such person’s own Equity Interests), including any sale, assignment, transfer, conveyance orother disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associatedtherewith. The term “ Dispose” has a meaning correlative thereto. For purposes of clarification, the issuanceby any Person of Equity Interests in itself (or rights with respect thereto) shall not be deemed a Disposition bysuch Person.

“ DisqualifiedEquityInterest” means any Equity Interest of any Person that by its terms (or by theterms of any security into which it is convertible or for which it is exchangeable at the option of the holderthereof) or upon the happening of any event (a) matures or is mandatorily redeemable in cash pursuant to asinking fund obligation or otherwise, (b) is redeemable in cash at the option of the holder thereof, or (c) requiresor mandates the purchase, redemption, retirement, defeasance or other similar payment (other than dividends)for cash, in each case on or prior to the last to occur of the Revolving Credit Maturity Date. The term “DisqualifiedEquityInterest” will also include any options, warrants or other rights that are convertible intoany Disqualified Equity Interest or that are redeemable at the option of the holder, or required to be redeemed,prior to the last to occur of the Revolving Credit Maturity Date.

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(aaaaaaaaaaaa) extend or increase the Commitment of any Lender (or reinstate any

Commitment terminated pursuant to Section 8.03 ) without the written consent of such Lender;

(bbbbbbbbbbbb) postpone any date fixed by this Agreement or any other Loan Document for anypayment, of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or undersuch other Loan Document without the written consent of each Lender entitled to such payment;

(cccccccccccc) reduce the principal of, or the rate of interest specified herein on, any Loan orL/C Borrowing, or (subject to clause (i) of the second proviso to this Section 10.01(d) ) any fees or otheramounts payable hereunder or under any other Loan Document, or change the manner of computation of anyfinancial ratio (including any change in any applicable defined term) used in determining the Applicable Ratethat would result in a reduction of any interest rate on any Loan or any fee payable hereunder, without thewritten consent of each Lender entitled to such amount; provided, however, that only the consent of the RequiredLenders will be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of theBorrowers to pay interest or L/C Fees at the Default Rate or (ii) to amend any financial covenant hereunder (orany defined term used therein) even if the effect of such amendment would be to reduce the rate of interest onany Loan or L/C Borrowing or to reduce any fee payable hereunder;

(dddddddddddd) change (i) any provision of this Section 10.01 or the definition of “RequiredLenders” or any other provision hereof specifying the number or percentage of Lenders required to amend,waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder(other than the definitions specified in clause (ii) of this Section 10.01( f e ) ), without the written consent ofeach Lender, (ii) the definition of “Revolving Credit Maturity Date” or “Revolving Credit Stated MaturityDate,” Eligible Assignee,” “Participant,” “Defaulting Lender” or “Specified Lender” without the written consentof each Lender, or (iii) the definition of “Alternative Currency” or provision of Section 1.02(l) without thewritten consent of each Lender;

(eeeeeeeeeeee) change (i) Section 2.07 to allow for non-pro rata application of any reductions inthe Aggregate Revolving Credit Commitments, (ii) Section 3.07 or (iii) Section 8.04 without the written consentof each Lender; or

(ffffffffffff) release any Guarantor from its Guaranty without the written consent of eachLender except as permitted by Section 10.15(a) or Section 9.10; or

(gggggggggggg) release all or substantially all of the value of the Collateral without thewritten consent of each Lender; provided that the Administrative Agent may release any Collateralpermitted to be released pursuant to the terms of this Agreement or the Security Documents;

and provided, further, that (i) no amendment, waiver or consent will, unless in writing and signed by WellsFargo and each other designated L/C Issuer that has issued a Credit under this Agreement in addition to theLenders required above, affect the rights or duties of any L/C Issuer under this Agreement or any IssuerDocument relating to any Credit issued or to be issued by it; (ii) no amendment, waiver or consent will, unless inwriting and signed by Swing Line Lender in

147

EXHIBIT B

Schedules and Exhibits

(as amended and restated by Section 1.1 of this Amendment)

See attached.

*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THISEXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY “[*See note below.]” ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION.

Schedule 2.01Aggregate Outstanding Principal Amounts

(as of the Closing Date)

Base Rate Loans and Eurodollar Rate Loans

LOANS (OTHER THAN SWING LINE LOANS)

Existing Lender Base Rate Loans Eurodollar Rate Loans

Wells Fargo Bank, National Association $12,450,000.00 $60,900,000.00

JPMorgan Chase Bank, N.A. $12,450,000.00 $60,900,000.00

The Bank of Tokyo-Mitsubishi UFJ, Ltd. $12,450,000.00 $60,900,000.00

BNP Paribas Group $9,960,000.00 $48,720,000.00

Bank of America, N.A. $7,377,777.78 $36,088,888.89

HSBC Bank USA, N.A. $7,377,777.78 $36,088,888.89

Citizens Bank, N.A. $7,377,777.78 $36,088,888.89

U.S. Bank National Association $7,377,777.78 $36,088,888.89

The Northern Trust Company $3,688,888.89 $18,044,444.44

Bank of the West $2,490,000.00 $12,180,000.00

Total $83,000,000.00 $406,000,000.00

SWING LINE LOANS

None.

Letters of Credit

Issuing Bank Ultimate Beneficiary LC Number Issue Date LCMaturityDate

CurrencyIssued

Original LocalAmount

USDEquivalent

Wells Fargo [*See note below.] #403477 2-Jul-01 2-Jul-14 USD5,755,000 3,500,000

Wells Fargo [*See note below.] #555017 6-Oct-05 4-Oct-14 EUR13,889 19,005

Wells Fargo [*See note below.] #606076 1-Oct-07 1-Oct-14 USD312,000 175,000

Wells Fargo [*See note below.] #391645 14-Sep-07 2-Sep-14 USD1,040,042 306,717

Wells Fargo [*See note below.] #648207 30-Sep-09 24-Aug-14 CAD1,000,000 1,256,962

Wells Fargo [*See note below.] #681805 20-May-11 13-Jun-14 USD3,700,644 25,402,000

Wells Fargo [*See note below.] #IS000596 3-Jun-11 30-Apr-14 USD1,575,000 3,182,000

Wells Fargo [*See note below.] #IS0016498U 31-Oct-12 23-Oct-14 USD125,000 125,000

Wells Fargo [*See note below.] IS0054667U 24-Jul-13 16-Oct-16 EUR167,551 229,260

Wells Fargo [*See note below.] IS0054707U 24-Jul-13 10-Oct-14 EUR424,820 581,281

JPMorgan Chase Bank, N.A. [*See note below.] #678985 10-Nov-09 30-Jul-14 AUD409,139 477,733

JPMorgan Chase Bank, N.A.[*See note below.] #225645 25-May-12 26-May-14 AUD

5,501,897 4,833,417

JPMorgan Chase Bank, N.A.[*See note below.] #225666 25-May-12 26-Nov-14 AUD

5,501,897 4,833,417

JPMorgan Chase Bank, N.A.[*See note below.] #201871 5-Nov-12 28-May-14 CAD

391,283 350,110

JPMorgan Chase Bank, N.A.[*See note below.] #283091 10-Dec-12 1-Jul-18 USD

8,136,475 8,136,475

JPMorgan Chase Bank, N.A.[*See note below.] #384167 23-Jan-13 17-Sep-14 USD

629,500 629,500

JPMorgan Chase Bank, N.A.[*See note below.] #384175 24-Jan-13 17-Sep-14 USD

1,259,000 1,259,000

JPMorgan Chase Bank, N.A.[*See note below.] #316018 20-Mar-13 18-Mar-14 USD

100,000 100,000

JPMorgan Chase Bank, N.A.[*See note below.] #384503 17-May-13 1-Aug-14 USD

16,272,950 16,272,950

JPMorgan Chase Bank, N.A.[*See note below.] #716899 2-Aug-13 19-Sep-14 EUR

63,250 85,716

JPMorgan Chase Bank, N.A.[*See note below.] #735333 26-Aug-13 31-Jan-15 RON

554,280 166,341

JPMorgan Chase Bank, N.A.[*See note below.] #749204 6-Sep-13 1-Jan-15 RON

39,250 11,779

JPMorgan Chase Bank, N.A.[*See note below.] #750919 10-Sep-13 21-Sep-14 USD

993,643 993,643

JPMorgan Chase Bank, N.A.[*See note below.] #784432 31-Oct-13 4-Apr-14 PLN

200,000 66,271

JPMorgan Chase Bank, N.A.[*See note below.] #837114 24-Jan-14 31-Jan-15 TTD

824,026 128,553

*Note: The names of the beneficiaries of these Letters of Credit have been omitted and have been separately filed with the Securities and Exchange Commission subject to anapplication for confidential treatment pursuant to SEC rule 24b2.

2.01 - 1

JPMorgan Chase Bank, N.A. [*See note below.] #CTCS-847817 12-Feb-14 30-Oct-14 RON129,600 38,893

Bank of America, N.A. [*See note below.] #68051167 25-Jun-10 23-Jun-14 USD13,098,432 13,098,432

Bank of America, N.A. [*See note below.] #68097600 5-Jul-13 7-Mar-14 INR1,000,000 15,945

Bank of America, N.A. [*See note below.] #68097703 10-Jul-13 28-Mar-14 INR1,000,000 15,945

Bank of America, N.A. [*See note below.] #68098552 22-Aug-13 23-Apr-14 INR1,000,000 15,945

Bank of America, N.A. [*See note below.] #68100242 25-Nov-13 15-Dec-14 INR4,400,875 70,172

Bank of America, N.A. [*See note below.] #68101434 22-Jan-14 21-Feb-15 INR4,249,462 67,758

Bank of America, N.A. [*See note below.] #68102098 25-Feb-14 30-Oct-14 INR10,000,000 159,451

BNP Paribas [*See note below.] #91899791 29-Nov-07 28-Dec-14 AED50,000 13,613

BNP Paribas [*See note below.] #91901579 26-Mar-08 26-Mar-15 AED1,000,000 272,257

BNP Paribas [*See note below.] #91904712 14-Oct-08 10-Oct-14 USD121,595 121,595

BNP Paribas [*See note below.] #91907315 6-Mar-09 10-Apr-14 AED50,000 13,613

BNP Paribas [*See note below.] #91908257 6-May-09 5-Jun-14 AED50,000 13,613

BNP Paribas [*See note below.] #91912965 9-Feb-10 8-Feb-15 USD75,000 75,000

BNP Paribas [*See note below.] #91915313 8-Jun-10 30-May-14 USD250,000 250,000

BNP Paribas [*See note below.] #91917261 10-Sep-10 10-Sep-14 USD1,623,836 1,623,836

BNP Paribas [*See note below.] #91919099 10-Dec-10 31-Jan-15 EUR500,000 676,450

BNP Paribas [*See note below.] #91919425 23-Dec-10 31-Jan-15 KWD41,336 1,060,304

BNP Paribas [*See note below.] #91919710 7-Jan-11 6-Jan-15 USD69,897 69,897

BNP Paribas [*See note below.] #04100956 1-Feb-11 25-Apr-14 USD20,000 20,000

BNP Paribas [*See note below.] #04105542 25-Jul-11 25-Jul-14 USD45,954 45,954

BNP Paribas [*See note below.] #04107100 21-Sep-11 21-Oct-14 AED892,769 294,325

BNP Paribas [*See note below.] #04109085 5-Dec-11 1/2/2015(Auto

Renewal)

QAR22,477,918 6,172,706

BNP Paribas [*See note below.] #04110584 1-Feb-12 30-Jun-14 USD135,000 1,536,280

BNP Paribas [*See note below.] #04110996 21-Feb-12 20-Feb-15 AED53,875 14,668


2.01 - 2

BNP Paribas [*See note below.] #04111082 24-Feb-12 15-Mar-15 INR

126,763,365 2,026,059

BNP Paribas [*See note below.] #04111138 27-Feb-12 12-Dec-14 SAR

75,000 19,998

BNP Paribas [*See note below.] #04113377 29-May-12 25-May-14 AED

93,770 25,530

BNP Paribas [*See note below.] #04114177 29-Jun-12 3-Aug-14 USD

2,028,000 2,028,000

BNP Paribas [*See note below.] #04114451 13-Jul-12 13-Dec-14 USD

38,440 38,440

BNP Paribas [*See note below.] #04115815 12-Sep-12 21-Jul-14 KWD

95,640 539,285

BNP Paribas [*See note below.] #04115853 13-Sep-12 13-Sep-14 USD

331,582 331,582

BNP Paribas [*See note below.] #04116267 2-Oct-12 3-Sep-14 USD

63,615 63,615

BNP Paribas [*See note below.] #04116274 2-Oct-12 21-Apr-14 USD

50,811 50,811

BNP Paribas [*See note below.] #04117651 26-Nov-12 2-Apr-14 QAR

150,000 41,192

BNP Paribas [*See note below.] #04118009 7-Dec-12 3-Jul-14 USD

580,999 580,999

BNP Paribas [*See note below.] #04119274 30-Jan-13 30-Jan-15 USD

237,997 2,379,978

BNP Paribas [*See note below.] #04120835 10-Apr-13 15-Aug-14 QAR

6,817,700 2,407,402

BNP Paribas [*See note below.] #04120836 10-Apr-13 15-Aug-14 QAR

4,675,700 1,966,203

BNP Paribas [*See note below.] #04121015 18-Apr-13 18-May-14 AED

50,000 13,613

BNP Paribas [*See note below.] #04121046 22-Apr-13 4-Feb-15 INR

4,534,000 72,467

BNP Paribas [*See note below.] #04121160 25-Apr-13 28-Nov-14 USD

5,000 5,000

BNP Paribas [*See note below.] #04121759 21-May-13 30-Nov-14 AED

2,358,500 812,850

BNP Paribas [*See note below.] #04122217 7-Jun-13 16-Nov-14 AED

500,000 136,129

BNP Paribas [*See note below.] #04122337 14-Jun-13 30-Dec-14 AED

275,980 75,137

82,360,745 1,316,372

BNP Paribas [*See note below.] #04122575 26-Jun-13 28-Jul-16 INR

BNP Paribas [*See note below.] #04122786 3-Jul-13 14-Dec-14 AED

2,358,500 642,118

BNP Paribas [*See note below.] #04122911 10-Jul-13 14-Jun-14 BRL

390,000 160,368

BNP Paribas [*See note below.] #04122989 15-Jul-13 17-Jul-14 USD

75,000 75,000

BNP Paribas [*See note below.] #04123009 16-Jul-13 30-Dec-14 BHD

5,140 13,634

BNP Paribas [*See note below.] #04123163 23-Jul-13 30-Apr-14 AED

225,000 61,258

BNP Paribas [*See note below.] #04123540 7-Aug-13 19-Aug-14 AED

421,107 114,649


2.01 - 3

BNP Paribas [*See note below.] #04123780 21-Aug-13 28-Mar-14 AED1,350,000 367,547

BNP Paribas [*See note below.] #04124049 30-Aug-13 15-Apr-14 AED180,000 49,006

BNP Paribas [*See note below.] #04124328 13-Sep-13 13-Mar-15 AED100,000 27,226

BNP Paribas [*See note below.] #04124338 13-Sep-13 16-Apr-14 AED1,500,000 408,386



BNP Paribas [*See note below.] #04124529 20-Sep-13 20-Sep-14 USD625,715 625,715

BNP Paribas [*See note below.] #04124532 20-Sep-13 24-Apr-14 AED600,000 163,354

BNP Paribas [*See note below.] #04124609 25-Sep-13 25-Sep-14 AED269,325 73,326

BNP Paribas [*See note below.] #04124842 3-Oct-13 1-Oct-14 USD1,700,000 1,700,000

BNP Paribas [*See note below.] #04124847 3-Oct-13 5-Apr-14 AED100,000 27,226

BNP Paribas [*See note below.] #04125132 18-Oct-13 16-Feb-15 PLN186,375 59,410

BNP Paribas [*See note below.] #04125367 30-Oct-13 8-Sep-14 USD44,500 92,500

BNP Paribas [*See note below.] #04125424 31-Oct-13 1-Nov-14 USD247,000 247,000

BNP Paribas [*See note below.] #04125599 8-Nov-13 19-Jun-14 AED299,850 81,636

BNP Paribas [*See note below.] #04125739 15-Nov-13 30-Jun-14 QAR350,000 96,114

BNP Paribas [*See note below.] #04125799 19-Nov-13 30-Apr-14 OMR100,000 259,740

BNP Paribas [*See note below.] #04126321 10-Dec-13 26-Jun-15 USD2,384,000 2,384,000

BNP Paribas [*See note below.] #04126339 11-Dec-13 26-Oct-14 USD800,000 800,000

BNP Paribas [*See note below.] #04126640 24-Dec-13 26-Nov-14 AED72,536 19,748

BNP Paribas [*See note below.] #04126651 24-Dec-13 28-Jun-14 AED100,000 27,226

BNP Paribas [*See note below.] #04126669 26-Dec-13 4-Apr-14 OMR11,756 30,535

BNP Paribas [*See note below.] #04126989 13-Jan-14 14-Jan-15 AED80,238 21,845

BNP Paribas [*See note below.] #04127220 24-Jan-14 30-Jun-14 AED38,050 10,359

BNP Paribas [*See note below.] #04127222 24-Jan-14 29-Aug-14 AED25,000 6,806

BNP Paribas [*See note below.] #04127441 3-Feb-14 5-Aug-14 AED75,000 20,419

BNP Paribas [*See note below.] #04127497 5-Feb-14 9-Sep-14 AED100,500 27,362


2.01 - 4

BNP Paribas [*See note below.] #04127535 6-Feb-14 6-Feb-15 AED802,381 218,454

BNP Paribas [*See note below.] #04127600 10-Feb-14 3-Jul-14 USD300,000 300,000

BNP Paribas [*See note below.] #04127602 10-Feb-14 15-Sep-15 PLN75,239 23,984

BNP Paribas [*See note below.] #04127691 13-Feb-14 19-Jul-14 QAR4,000,000 1,098,448

BNP Paribas [*See note below.] #04127722 14-Feb-14 22-Sep-14 AED75,000 20,419

BNP Paribas [*See note below.] #04127895 25-Feb-14 24-Feb-15 USD3,800,206 3,800,206

BNP Paribas [*See note below.] #04128058 3-Mar-14 30-Apr-15 AED1,674,000 22,788


2.01 - 5

Schedule 2.02Lenders; Commitments; Percentage Shares(as of the Third Amendment Effective Date)

Lender Revolving Credit Commitment

Percentage Share of Aggregate

CommitmentsWells Fargo Bank, National Association $126,977,272.72 13.727272727%JPMorgan Chase Bank, N.A. $126,977,272.72 13.727272727%The Bank of Tokyo-Mitsubishi UFJ, Ltd. $126,977,272.72 13.727272727%BNP Paribas Group $101,750,000.00 11.000000000%Bank of America, N.A. $84,090,909.09 9.090909091%HSBC Bank USA, N.A. $84,090,909.09 9.090909091%Citizens Bank, N.A. $84,090,909.09 9.090909091%U.S. Bank National Association $84,090,909.09 9.090909091%BMO Harris N.A. $40,363,636.37 4.363636364%The Northern Trust Company $40,363,636.37 4.363636364%Bank of the West $25,227,272.72 2.727272727%Total $925,000,000.00 100.000000000%

Schedule 2.03Issuer Sublimits

(as of the Third Amendment Effective Date)

Lender SublimitWells Fargo Bank, National Association $96,000,000.00JPMorgan Chase Bank, N.A. $96,000,000.00The Bank of Tokyo-Mitsubishi UFJ, Ltd. $96,000,000.00BNP Paribas Group $96,000,000.00Bank of America, N.A. $65,000,000.00BMO Harris, N.A. $20,000,000.00The Northern Trust Company $31,000,000.00Total $500,000,000.00

Schedule 5.05Litigation

None

Schedule 5.06(a)Pension Plans

CH2M HILL Pension Plan (frozen)

CH2M HILL Industrial Design Corporation Pension Plan (frozen)

CH2M HILL Omi Pension Plan

Schedule 5.06(c)

Departures from Pension Funding Rules

No exceptions

Schedule 5.06(d)

Pension Plans and Multiemployer Plans

AK Laborers Employer Retirement Fund #942/341

National Electrical Benefits Fund #1547

Southern Alaska Carpenters Retirement #1243, 2247

AK Electrical Pension Plan #1547

International Union Operating Engineers Trust #302

Plumbers & PipeFitters Nat. Pension Plan #375/COLO 208

AK Teamsters Employer Pension Trust #959

Western Conference Teamsters Pension #959/631

Heat & Frost Insulators & Asbestos Workers #82

Laborers A.G.C. Pension Trust of Montana #98/1686

Boilermaker-Blacksmith National Pension Trust #11

Intermountain Ironworker’s Trust Fund #732

Central Pension Fund of the Intl Operating Engineers #953/400

Plumbers and Pipefitters U.A. Pension Plan #375/367

Cement Masons Local #867

Hanford Multiemployer Pension Plan CHPRC/Closeout

Idaho National Laboratory Employee Retirement Plan

Bricklayers and Trowel Trades International Pension Fund Local #1

Alaska Ironworkers Trust Funds #751

International Painters & Allied Trades Industry Pension Plan, Local 1959

Northwest Ironworkers Retirement Trust #751

Norwalk City Employees ‘Pension Plan #2405

See Schedule 5.06(a)

Schedule 5.08Environmental

None

Schedule 7.01Existing Liens

File Type File Number File Date Debtor Secured Party

Original Continuation

200509048453 200901659825

02/24/2005 12/11/2009

CH2M HILL, INC. U.S. BANCORP OLIVER-ALLENTECHNOLOGY LEASING

Original Amendment Continuation

20050905514X 200500410133 200901659833

02/25/2005 08/10/2005 12/11/2009



200509579963 201002227044

05/02/2005 03/25/2010



200500401118 201002656700

08/09/2005 06/09/2010



200704606435 200705368120 201105422540

01/18/2007 04/24/2007 10/04/2011

CH2M HILL, INC. US BANCORP OLIVER-ALLENTECHNOLOGY LEASING


200704761384 200705863393 201105514011

02/07/2007 06/25/2007 10/18/2011

CH2M HILL INC US BANCORP OLIVER-ALLENTECHNOLOGY LEASING


20070502068X 201105901821

03/12/2007 12/28/2011

CH2M HILL, INC. BANC OF AMERICA LEASING & CAPITAL,LLC


200705122881 200807562805 201105665664

03/23/2007 02/04/2008 11/15/2011

CH2M HILL, INC. US BANCORP OLIVER ALLENTECHNOLOGY LEASING


20070512289X 200705863385 20110566563X

03/23/2007 06/25/2007 11/15/2011

CH2M HILL, INC. US BANCORP OLIVER ALLENTECHNOLOGY LEASING


200705401519 200705863407 201105872465

04/27/2007 06/25/2007 12/22/2011

CH2M HILL, INC. US BANCORP OLIVER-ALLENTECHNOLOGY LEASING


200808874053 201308232665 201309187736

08/04/2008 01/11/2013 06/07/2013



200900120361 200901304059 201400620854

03/04/2009 10/05/2009 01/24/2014

CH2M HILL, INC. U.S. BANCORP EQUIPMENT FINANCE,INC.

Original 200900345576 04/13/2009 CH2M HILL, INC. US BANCORP

Original 200900545400 05/18/2009 CH2M HILL, INC. BANC OF AMERICA LEASING & CAPITAL,LLC

Original Amendment

20090079382X 20100227526X

07/01/2009 04/02/2010



200900793838 201002275251 20140058131X

07/01/2009 04/02/2010 01/17/2014


7.01 - 1


Original Amendment

200900793846 200901706912

07/01/2009 12/21/2009


Original Amendment

200900793854 200901706890

07/01/2009 12/21/2009



200901397863 201002789360 201402036572

10/22/2009 07/01/2010 08/09/2014


Original Amendment

200901397871 201002763299

10/22/2009 06/28/2010



20100221824X 201502986912

03/24/2010 01/27/2015



201002387955 201002873108 201503062870

04/23/2010 07/16/2010 02/09/2015


Original Amendment

201002387963 201002832037

04/23/2010 07/09/2010


Original 201002387971 04/23/2010 CH2M HILL, INC. U.S. BANCORP EQUIPMENT FINANCE,INC.


20100238798X 201503062889

04/23/2010 02/09/2015






201003222984 201504769277

09/17/2010 08/20/2015



201003315621 201505004266

10/04/2010 09/14/2015



201003424781 201505347260

10/20/2010 10/14/2015



201104397763 201607068026

04/12/2011 03/28/2016

CH2M HILL, INC. DELL FINANCIAL SERVICES L.L.C.

Original Amendment

201104462387 201308437933

04/22/2011 02/13/2013


BANK OF AMERICA, N.A.

Original Amendment

201105826544 201308337041

12/14/2011 01/29/2013


BANK OF AMERICA, N.A.

Original Amendment

201206353552 201206353552

03/14/2012 01/13/2015




7.01 - 2




Original 20120720464X 07/25/2012 CH2M HILL, INC. BANC OF AMERICA LEASING & CAPITAL,LLC



Original 201309483998 07/23/2013 CH2M HILL, INC. U.S. BANK EQUIPMENT FINANCE, ADIVISION OF U.S. BANK NATIONAL






077106039629 1273006283

03/12/2007 02/10/2012

OPERATIONS MANAGEMENTINTERNATIONAL, INC.

BANC OF AMERICA LEASING & CAPITAL,LLC

Original Amendment

127299692734 1273120467

02/03/2012 05/07/2012

OPERATIONS MANAGEMENTINTERNATIONAL, INC.

TCF EQUIPMENT FINANCE, INC.

Original 20086512249 03/03/2008 CH2M HILL ALASKA INC UNITED RENTALS

Original 20137590295 05/06/2013 CH2M HILL ALASKA INC WESTERN PACIFIC CRANE & EQUIPMENTLLC




Original 20127453964 09/25/2012 CH2M HILL ALASKA INC INLET PETROLEUM COMPANY


Original 20113195255 08/17/2011 CH2M HILL COMPANIES LTD WELLS FARGO EQUIPMENT FINANCE INC



7.01 - 3







Original 20130867631 03/06/2013 CH2M HILL COMPANIES LTD ASPEN CAPITAL COMPANY INC

Original 20131491324 04/18/2013 CH2M HILL COMPANIES LTD CIT FINANCE LLC

Original 20132818103 07/22/2013 CH2M HILL COMPANIES LTD US EQUIPMENT FINANCE, A DIVISION OFUS BANK NATIONAL ASSOCIATION


20070958891 20114964717

03/12/2007 12/27/2011

CH2M HILL CONSTRUCTORS,INC.


Original 20144419131 11/03/2014 CH2M HILL CONSTRUCTORS,INC.





UNITED RENTALS NORTHWEST, INC.


GE CAPITAL COMMERCIAL INC.

Original Continuation Amendment Continuation

60640763 01/28/2011 02/14/2011 02/17/2012 01/27/2016

CH2M HILL ENGINEERS INC DELL FINANCIAL SERVICES LLC

Original 20114607993 12/02/2011 CH2M HILL ENGINEERS INC WELLS FARGO BANK NA

Original 20142315588 06/13/2014 CH2M HILL ENGINEERS INC RDO EQUIPMENT CO

Original 03415971 (filed bycompany number)

12/12/2012(charge date)

HALCROW GROUP LIMITED CH2M HILL COMPANIES, LTD.

Original 01674044 (filed bycompany number)

12/12/2012(charge date)

HALCROW HOLDINGSLIMITED



600768126 Unknown CH2M Hill Canada Limited Maxium Financial Services Inc.

7.01 - 4



Debtor Amendment Continuation

621646416 12/29/2005 10/7/2010 10/19/2015

CH2M Hill Canada Limited ARI Financial Services Inc.

Original 658020924 12/9/2009 CH2M Hill Canada Limited Bal Global Finance Canada Corporation

Original Continuation Continuation

872810829 5/25/2001 2/28/2008 4/30/2013

CH2M Hill Canada Limited Dell Financial Services Canada Limited

7.01 - 5

Schedule 7.02 Existing Investments

Investment Holder Invested Balance (USD, at 9/22/16,at cost)

Amended Silicates, Inc. CH2M HILL, INC. 190,443

Centennial Investment CH2M HILL COMPANIES, LTD. 1

CLIM Systems CH2M HILL NETHERLANDSHOLDINGS B.V.

813,828

C3 Class B-1 Unit CH2M HILL ENGINEERS, INC. 2,479,000

Schedule 7.03

Existing Indebtedness

Indebtedness Outstanding balance (O/S Bal) in USD

as of 6/24/16 Capitalized leases 9,208,958 Shareholder notes payable 226,841 VECO acquisition holdback contingency 5,913,789 Halcrow Group Ltd outstanding secured loans fromCH2M HILL Companies, Ltd

45,266,568 GBP 59,000,445 as of 9/30/16

Halcrow Holdings Ltd outstanding secured loansfrom CH2M HILL Companies, Ltd

7,882,876 GBP 11,681,792

Letter of credit and bank guarantee facilities

Account party

Issuing bank Face

Amount O/S Bal in USD at

6/24/16VECO ENGINEERING Abu Dhabi National Bank of Abu Dhabi 25,000,000 AED Limit 1,291,959

VECO ENGINEERING Abu Dhabi (Qatar2022)

National Bank of Abu Dhabi

24,354,614 * QAR Committed

6,695,327

CH2M HILL Companies, Ltd Riyadh Bank 20,000,000 USD Limit 1,861,804

CH2M HILL Companies, Ltd BNP Paribas 540,825

Account party Country Issuing bank Face amount Currency

O/S Bal at 6/24/16

USD equivalent

Halcrow IntlPartnership UAE HSBC Middle East Ltd Bank guarantees 26,000,000 AED 25,367,964 6,906,682

Halcrow ConsultingIndia Private Limited India

The HSBC Limited,India Bank guarantees 64,000,000 INR 65,231,693 968,038

Halcrow Group Ltd UK HSBC Bank plc Bank guarantees 1,650,000 GBP 1,602,320 2,374,510

Other bank facilities

7.03 - 1

Other bank facilities

Business entity name Country Creditbank

Purpose(1) Limitamount

Currency O/S Bal at6/24/16

USD equivalent

Loan/overdraftfacilities

HalcrowConsulting IndiaPrivate Limited

India Bank ofAmerica

Overdraft &working capital

loan 6,000,000 USD - -

CH2M HILL(India) Private Ltd India

Bank ofAmerica


loan 2,000,000 USD - -

CH2M HILLEnergy Canada Ltd. Canada

JPMorgan


loan 5,000,000 CAD - -

All Halcrow, CH2M and Veco Engineering letter of credit and bank guarantee facilities in the above sections are guaranteed by CH2MHILL Companies, Ltd.

7.03 - 2

Bi-lateral letters of credit

Issuing bank Ultimate beneficiary Number Issue dateMaturitydate

Currencyissued

Originallocal

amount

USDequivalentat 6/24/16

National Bank of Abu Dhabi [* See Note below.] LG089856/12 16-Feb-12 Open QAR 80,784,226 6,683,964 BNP Paribas New York [* See Note below.] #04123635 13-Aug-13 13-Aug-16 USD 104,400 420,525 BNP Paribas New York [* See Note below.] #04131346 28-Aug-14 1-Aug-16 USD 120,300 120,300 Riyad Bank Saudi [* See Note below.] HOU/S/07331 3-Jun-13 3-Jun-13 SAR 400,440 106,784 Riyad Bank Saudi [* See Note below.] HOU/S/07398 8-Aug-13 8-Aug-13 SAR 430,250 114,733 Riyad Bank Saudi [* See Note below.] HOU/S/07567 5-Feb-14 5-Feb-14 SAR 239,197 63,786 Riyad Bank Saudi [* See Note below.] HOU/S/07730 21-May-14 31-Dec-16 SAR 103,124 27,500 Riyad Bank Saudi [* See Note below.] HOU/S/07832 14-Aug-14 30-Aug-16 SAR 1,789,465 477,191 Riyad Bank Saudi [* See Note below.] HOU/S/07837 14-Aug-14 30-Jan-17 SAR 285,532 76,142 Riyad Bank Saudi [* See Note below.] HOU/S/07917 6-Nov-14 23-Jul-16 SAR 860,750 229,533 Riyad Bank Saudi [* See Note below.] HOU/S/08010 10-Mar-15 30-Jun-17 SAR 54,747 14,599 Riyad Bank Saudi [* See Note below.] HOU/S/08095 28-May-15 1-Jul-17 SAR 207,464 55,324 Riyad Bank Saudi [* See Note below.] HOU/S/08186 12-Aug-15 30-Sep-17 SAR 125,315 33,417 Riyad Bank Saudi [* See Note below.] HOU/S/08203 25-Aug-15 23-Aug-16 SAR 414,094 110,425 Riyad Bank Saudi [* See Note below.] HOU/S/08204 25-Aug-15 27-Jun-16 SAR 487,780 130,075 Riyad Bank Saudi [* See Note below.] HOU/S/08321 18-Nov-15 28-Feb-16 SAR 67,932 18,115 Riyad Bank Saudi [* See Note below.] HOU/S/08473 31-Dec-15 13-Sep-19 SAR 295,673 78,846 Riyad Bank Saudi [* See Note below.] HOU/S/08525 29-Feb-16 6-Jul-16 SAR 120,000 32,000 Riyad Bank Saudi [* See Note below.] HOU/S/08551 15-Mar-16 19-Jul-16 SAR 1,100,000 293,333

*Note: The names of the beneficiaries of these Letters of Credit have been omitted and have been separately filed with the Securities and Exchange Commission subject to an application for confidential treatmentpursuant to SEC rule 24b2.

7.03 - 3

Halcrow bank guarantees

Issuing bank Beneficiary GTEE number Start date Expiry date Currency

F/C Value inAED USD equivalent at 6/24/16

HSBC MENA [* See note below.] APGDUB17138 6-May-12 unlimited AED 374,004 101,826 HSBC MENA [* See note below.] APGDUB22826 24-Sep-12 27-Aug-16 KWD 408,357 111,179 HSBC MENA [* See note below.] APGDUB25366 2-Dec-12 unlimited OMR 369,519 100,605 HSBC MENA [* See note below.] APGDUB785566 6-Jul-11 Unlimited SAR 142,744 38,863 HSBC MENA [* See note below.] FNGDUB763044 14-May-06 Unlimited AED 50,000 13,613 HSBC MENA [* See note below.] FNGDUB763048 5-Jun-07 Unlimited AED 30,000 8,168 HSBC MENA [* See note below.] FNGDUB763082 5-Jun-04 Unlimited AED 6,000 1,634 HSBC MENA [* See note below.] FNGDUB763083 12-Nov-03 Unlimited AED 3,000 817 HSBC MENA [* See note below.] FNGDUB763084 2-Mar-03 Unlimited AED 3,000 817 HSBC MENA [* See note below.] FNGDUB763086 7-Nov-05 Unlimited AED 36,000 9,801 HSBC MENA [* See note below.] FNGDUB763087 27-Feb-03 Unlimited AED 3,000 817 HSBC MENA [* See note below.] FNGDUB763089 16-Mar-04 Unlimited AED 3,000 817 HSBC MENA [* See note below.] FNGDUB763091 20-May-04 Unlimited AED 9,000 2,450 HSBC MENA [* See note below.] FNGDUB763092 24-Mar-03 Unlimited AED 3,000 817 HSBC MENA [* See note below.] FNGDUB763093 27-Apr-03 Unlimited AED 12,000 3,267 HSBC MENA [* See note below.] FNGDUB763095 25-May-03 Unlimited AED 15,000 4,084 HSBC MENA [* See note below.] FNGDUB763096 12-Jul-04 Unlimited AED 3,000 817 HSBC MENA [* See note below.] FNGDUB763098 24-Jun-03 Unlimited AED 15,000 4,084 HSBC MENA [* See note below.] FNGDUB763099 12-Jul-03 Unlimited AED 12,000 3,267 HSBC MENA [* See note below.] FNGDUB763122 3-May-07 Unlimited AED 3,000 817 HSBC MENA [* See note below.] FNGDUB763131 8-May-07 Unlimited AED 3,000 817 HSBC MENA [* See note below.] FNGDUB763144 16-Dec-07 Unlimited AED 30,000 8,168 HSBC MENA [* See note below.] PEBDUB14524 15-Mar-12 unlimited SAR 421,268 114,695 HSBC MENA [* See note below.] PEBDUB15007 20-Mar-12 4-Aug-16 KWD 440,683 119,980 HSBC MENA [* See note below.] PEBDUB17933 20-May-12 Unlimited SAR 485,744 132,249


7.03 - 4

Issuing bank Beneficiary GTEE number Start date Expiry date CurrencyF/C Value in

AED USD equivalent at 6/24/16HSBC MENA [* See note below.] PEBDUB21840 4-Sep-12 Unlimited USD 183,625 49,994 HSBC MENA [* See note below.] PEBDUB22821 24-Sep-12 27-Aug-16 KWD 408,357 111,179 HSBC MENA [* See note below.] PEBDUB26108 1-Jan-13 unlimited AED 336,000 91,479 HSBC MENA [* See note below.] PEBDUB26371 17-Jan-13 unlimited AED 49,995 13,612 HSBC MENA [* See note below.] PEBDUB26564 18-Nov-12 unlimited AED 2,404,995 654,784 HSBC MENA [* See note below.] PEBDUB27601 17-Feb-13 unlimited AED 186,957 50,901 HSBC MENA [* See note below.] PEBDUB27909 13-Feb-13 unlimited OMR 190,779 51,942 HSBC MENA [* See note below.] PEBDUB763008 27-Jun-10 24-Nov-16 QAR 3,495,921 951,799 HSBC MENA [* See note below.] PEBDUB763024 11-May-10 Unlimited AED 1,138,667 310,013 HSBC MENA [* See note below.] PEBDUB763025 12-May-10 Unlimited AED 1,226,667 333,972 HSBC MENA [* See note below.] PEBDUB763043 14-May-06 Unlimited AED 1,518,712 413,485 HSBC MENA [* See note below.] PEBDUB763047 13-May-07 Unlimited AED 371,215 101,067 HSBC MENA [* See note below.] PEBDUB763057 18-Nov-08 unlimited QAR 302,554 82,373 HSBC MENA [* See note below.] PEBDUB763058 14-Aug-08 Unlimited AED 96,456 26,261 HSBC MENA [* See note below.] PEBDUB763059 21-May-09 Unlimited AED 906,519 246,809 HSBC MENA [* See note below.] PEBDUB763061 30-Jul-09 Unlimited AED 426,243 116,049 HSBC MENA [* See note below.] PEBDUB763062 24-Feb-09 Unlimited QAR 5,184,311 1,411,481 HSBC MENA [* See note below.] PEBDUB763066 15-Oct-09 Unlimited AED 92,000 25,048 HSBC MENA [* See note below.] PEBDUB763069 12-Aug-10 Unlimited AED 300,000 81,678 HSBC MENA [* See note below.] PEBDUB763071 27-Apr-10 Unlimited AED 835,472 227,466 HSBC MENA [* See note below.] PEBDUB763079 16-Mar-10 Unlimited AED 408,490 111,215 HSBC MENA [* See note below.] PEBDUB763080 30-Jan-10 Unlimited AED 941,244 256,263 HSBC MENA [* See note below.] PEBDUB763081 11-Jan-11 Unlimited AED 835,906 227,584 HSBC MENA [* See note below.] TEBDUB12252 12-Jan-12 Unlimited AED 80,000 21,781 HSBC MENA [* See note below.] TEBDUB19000 21-Jun-12 Unlimited AED 150,000 40,839 HSBC MENA [* See note below.] TEBDUB19080 25-Jun-12 Unlimited AED 450,000 122,517


7.03 - 5

Issuing Bank Beneficiary GTEE Number Start Date Expiry Date Currency F/C Value USD $ Amt.HSBC UK [* See note below.] 181814 30-Oct-03 21-Sep-12 USD 187,971 187,971 HSBC UK [* See note below.] 182205 20-Nov-03 21-Sep-12 USD 220,505 220,505 HSBC UK [* See note below.] 189065 20-Oct-04 Unlimited AED 290,000 78,955 HSBC UK [* See note below.] 216601 18-Feb-09 21-May-18 EUR 339,968 386,030 HSBC UK [* See note below.] 219809 6-Oct-09 Unlimited TND 51,826 24,017 HSBC UK [* See note below.] 219810 6-Oct-09 Unlimited TND 103,652 48,033 HSBC UK [* See note below.] 224042 23-Jul-10 Unlimited NOK 4,165,338 507,505 HSBC UK [* See note below.] 227972 28-Mar-11 Unlimited AED 366,879 99,886 HSBC UK [* See note below.] 227973 28-Mar-11 Unlimited AED 772,612 210,351 HSBC UK [* See note below.] 232482 5-Jan-12 Unlimited USD 611,257 611,257 HSBC India [* See note below.] PEBNDH110324 20-Apr-11 20-Apr-17 INR 5,979,747 88,739 HSBC India [* See note below.] PEBNDH110334 25-Apr-11 26-Apr-17 INR 54,341,946 806,434 HSBC India [* See note below.] PEBNDH110924 7-Sep-11 30-Jun-16 INR 1,975,000 29,309 HSBC India [* See note below.] PEBNDH110925 7-Sep-11 30-Jun-16 INR 1,975,000 29,309 HSBC India [* See note below.] PEBNDH121952 14-Aug-12 30-Jun-16 INR 960,000 14,246


7.03 - 6

VECO Engineering's bank guarantees (Issued by National Bank of Abu Dhabi)

LG number Beneficiary Issue date Expiry date Currency AmountUSD equivalent at

6/24/16TFO/BB/66184/L [* See note below.] 15-Dec-11 15-Sep-16 USD 50,000 50,000 TFAE15PB004398L [* See note below.] 18-Oct-15 18-Feb-17 AED 111,000 30,221 TFO/PB/046704/L [* See note below.] 28-Aug-06 28-Aug-16 USD 80,000 80,000 TFO/PB/053403/L [* See note below.] 1-Jun-08 1-Sep-16 USD 200,000 200,000 TFO/PB/064488/L [* See note below.] 1-Jun-11 16-Aug-16 USD 300,000 300,000 TFO/PB/065346/L [* See note below.] 29-Aug-11 15-Aug-16 AED 76,000 20,692 TFO/PB/069182/L [* See note below.] 17-Dec-12 9-Sep-16 AED 53,875 14,668 TFO/PB/074285/L [* See note below.] 23-Sep-14 22-Sep-16 USD 200,000 200,000

[* See note below.] TFO/GL/034084L [* See note below.] 1-Dec-03 23-Nov-16 AED 47,000 12,796 TFO/GL/036096L [* See note below.] 3-May-04 24-Apr-17 AED 6,000 1,634 TFO/GL/043529L [* See note below.] 28-Nov-05 20-Nov-16 AED 50,000 13,613 TFO/GL/044588/L [* See note below.] 13-Mar-06 5-Mar-17 AED 45,000 12,252 TFO/GL/047906/L [* See note below.] 3-Jan-07 26-Dec-16 AED 60,000 16,336 TFO/GL/049956/L [* See note below.] 10-Jul-07 2-Jul-17 AED 50,000 13,613 TFO/GL/050994/L [* See note below.] 22-Oct-07 14-Oct-16 AED 90,000 24,503 TFO/GL/052067/L [* See note below.] 3-Feb-08 27-Jan-17 AED 90,000 24,503 TFO/GL/053582/L [* See note below.] 12-Jun-08 5-Jun-17 AED 90,000 24,503 TFO/GL/054088/L [* See note below.] 29-Jul-08 22-Jul-16 AED 90,000 24,503 TFO/GL/054403/L [* See note below.] 7-Sep-08 31-Aug-16 AED 90,000 24,503 TFO/GL/054606/L [* See note below.] 7-Oct-08 30-Sep-16 AED 90,000 24,503 TFO/GL/054909/L [* See note below.] 5-Nov-08 29-Oct-16 AED 120,000 32,671 TFO/GL/059957/L [* See note below.] 7-Mar-10 26-Feb-17 AED 90,000 24,503 TFO/GL/060305/L [* See note below.] 5-Apr-10 31-Mar-17 AED 150,000 40,839 TFO/GL/066066/L [* See note below.] 30-Nov-11 25-Feb-17 AED 120,000 32,671 TFO/GL/074692/L [* See note below.] 10-Nov-14 9-Nov-16 AED 150,000 40,839

TFAE15GP003150L [* See note below.] 20-Aug-15 23-Aug-16 AED 16,000 4,356


7.03 - 7

Schedule 10.2

Administrative Agent’s Office; Certain Addresses for Notices

BORROWERS:If to any Borrower, any Loan Party or any other Subsidiary of a Borrower,then to the Administrative Borrower at: CH2M Hill Companies, Ltd. 9191 South Jamaica Street, Suite 400Englewood, CO 80112Attention: TreasurerTelephone: (720) 286-0599Telefacsimile: (720) 286-8606Electronic Mail: [email protected] Address: www.ch2m.comU.S. Taxpayer Identification Number: 93-0549963 With copy (which will not constitute notice) to: CH2M Hill Companies, Ltd.9191 South Jamaica Street, Suite 400Englewood, CO 80112Attention: Chief Counsel – Corporate TransactionsTelephone: (720) 286-5014Telefacsimile: (720) 286-9234Electronic Mail: [email protected] ADMINISTRATIVE AGENT :Wells Fargo Bank, National Association 1525 West W.T. Harris Blvd-1B1Charlotte, NC 28262Mail code: MAC D1109-019Attention: Agency Services – Lisa WhiteTelephone: 704.590.2778Facsimile: 704.427.5480Electronic Mail: [email protected]

10.2-1

L/C ISSUER : To such lender acting in the capacity as L/C Issuer under this Agreement at its notice address listed below SWING LINE LENDER :Wells Fargo Bank, National Association 1525 West W.T. Harris Blvd-1B1Charlotte, NC 28262Mail code: MAC D1109-019Attention: Agency Services – Lisa WhiteTelephone: 704.590.2778Facsimile: 704.427.5480Electronic Mail: [email protected] LENDERS : Wells Fargo Bank, National Association 301 S. College Street, 14th FloorMAC D1053-144Charlotte, NC 28202Attention: Mark B. FelkerTelephone: (704) 374-7074Telefacsimile: (704) 383-7611Electronic Mail: [email protected] BNP Paribas San Francisco BranchOne Front Street, 23rd FloorSan Francisco, CA 94111Attention: Jamie DillonTelephone: (415) 772-1300Telefacsimile: (415) 291-0563Electronic Mail: [email protected] with a copy to: San Francisco BranchOne Front Street, 23rd FloorSan Francisco, CA 94111Attention: Mary-Ann WongTelephone: (415) 772-1300Telefacsimile: (415) 398-8462Electronic Mail: [email protected]

10.2-2

JPMorgan Chase Bank, N.A. 1125 Seventeenth Street, 3rd FloorDenver, CO 80202Attention: Norma DallyTelephone: (303) 244-3137Telefacsimile: (303) 297-8267Electronic Mail: [email protected] The Bank of Tokyo-Mitsubishi UFJ, Ltd. 227 West Monroe Street, Suite 1550 Chicago, IL 60606Attention: Christina SchuschelTelephone: (312) 696-4663Telefacsimile: (312) 696-4535Electronic Mail: [email protected] with a copy to: 227 West Monroe Street, Suite 1550Chicago, IL 60606Attention: Mark CampbellTelephone: (312) 696-4674Telefacsimile: (312) 696-4535Electronic Mail: [email protected] Bank of America, N.A. 333 S. Hope St. 24 FloorLos Angeles, CA 90071-1406Attention: Mathew GriesbachTelephone: (213) 621-8737Telefacsimile: (415) 343-0981Electronic Mail: [email protected] HSBC Bank USA, N.A. 601 Montgomery StreetSuite 1000, Flr. 10San Francisco, CA 94111Attention: Katherine M. WolfeTelephone: (415) 288-7778Telefacsimile: (415) 288-7762Electronic Mail: [email protected]

10.2-3

th

Citizens Bank, N.A. 27777 Franklin RoadSouthfield, MI 48034Attention: André A. NazarethTelephone: (248) 226-7736Electronic Mail: [email protected] U. S. Bank National Association 950 17th Street, 3rd FloorDenver, CO 80202Attention: Blake MaliaTelephone: (303) 585-6953Telefacsimile: (303) 585-4229Electronic Mail: [email protected] The Northern Trust Company 50 S. LaSalle StreetChicago, IL 60603Attention: Morgan LyonsTelephone: (312) 444-7041Telefacsimile: (312) 557-1425Electronic Mail: [email protected] The Bank of the West 600 17 StreetSuite 1500Denver, CO 80202Attention: Terry A. SwitzTelephone: (303) 202-5760Telefacsimile: (402) 918-7253Electronic Mail: [email protected]

10.2-4

th

BMO Harris Bank N.A. 115 South LaSalle Street - 17WChicago, IL 60603Attention: Sugine JungTelephone: (312) 461-3806Telefacsimile: (312) 293-5283Electronic Mail: [email protected] with a copy to: 111 West Monroe Street5 Floor CenterChicago, IL 60603Attention: Jennifer M. GuidiTelephone: (312) 461-2272Telefacsimile: (312) 461-6190Electronic Mail: [email protected]

10.2-5

th

EXHIBIT A

ASSIGNMENT AND ASSUMPTION

This ASSIGNMENT AND ASSUMPTION (the “ Assignment and Assumption ”) is dated as of the EffectiveDate set forth below and is entered into by and between the Assignor identified in item 1 below (the “ Assignor”) and the Assignee identified in item 2 below (the “ Assignee ”). Capitalized terms used but not defined hereinwill have the meanings given to them in the Credit Agreement identified below (as amended, supplemented,restated or otherwise modified as of the Effective Date, the “ Credit Agreement ”), receipt of a copy of which ishereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached heretoare hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumptionas if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assigneehereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the StandardTerms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agentas contemplated below (a) all of the Assignor’s rights and obligations in its capacity as a Lender under the CreditAgreement, the Collateral Documents and the other Loan Documents and any other documents or instrumentsdelivered pursuant thereto to the extent related to the amount and percentage interest identified below of all ofsuch outstanding rights and obligations of the Assignor under the respective Facilities identified below(including, without limitation, any Letters of Credit, Guarantees and Swingline Loans included in suchFacilities) and (b) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of actionand any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown,arising under or in connection with the Credit Agreement, any Collateral Document or any other LoanDocument or any other documents or instruments delivered pursuant thereto or the loan transactions governedthereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims,tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights andobligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned by theAssignor to the Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest ”). Each such sale and assignment is without recourse to the Assignor and, except as expresslyprovided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor:

2. Assignee:

[for each Assignee, indicate [Affiliate] [Approved Fund] of [ identify Lender ]

Exhibit A - 1

3. Borrowers: CH2M HILL Companies, Ltd., a Delaware corporation (the “ Parent ”)

CH2M HILL, Inc., a Florida corporation (“ CH2M Inc. ”) Operations Management International, Inc., a California corporation (“ OMI ”) CH2M HILL Engineers, Inc., a Delaware corporation (“ CH2M Engineers ”) CH2M HILL Global, Inc., a Delaware corporation (“CH2M Global”) CH2M HILL Constructors, Inc., a Delaware corporation (“ CH2M Constructors ”) CHVENG, LLC, a Delaware limited liability company (“ CHVENG”)

4. Administrative Agent: Wells Fargo Bank, National Association, as the administrative agent under theCredit Agreement

5. Credit Agreement: The Second Amended and Restated Credit Agreement dated as of March 28,2014 among the Parent, CH2M Inc., OMI, CH2M Engineers, CH2M Global,CH2M Constructors, and CHVENG, as co-borrowers, the Subsidiary Guarantorsparty thereto, the Lenders party thereto, and Wells Fargo Bank, NationalAssociation in its separate capacities as the Swing Line Lender and as theAdministrative Agent.

6. Assigned Interest[s]:

Assignor AssigneeFacility Assigned

Aggregate Amount of

Commitment/Loansfor all Lenders

Amount ofCommitment/Loans

Assigned

PercentageAssigned of

Commitment/Loans $ $ % $ $ % $ $ %

Effective Date: ________________ __, 201_ [ TO BE INSERTED BY ADMINISTRATIVE AGENT ANDWHICH WILL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTERTHEREFOR. ]

Exhibit A - 2

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title:

Exhibit A - 3

[ Consented to and Accepted : [ INCLUDE IF REQUIRED PURSUANT TO SECTION 10.06(B) OF THECREDIT AGREEMENT ]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

By Name: Title:] [ Consented to : [ INCLUDE IF REQUIRED PURSUANT TO SECTION 10.06(B) OF THE CREDITAGREEMENT ]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender [and L/C Issuer]

By Name: Title:] [ Consented to : [ INCLUDE IF REQUIRED PURSUANT TO SECTION 10.06(B) OF THE CREDITAGREEMENT FOR L/C ISSUER OTHER THAN WELLS FARGO BANK ]

[ ], as [L/C Issuer]

By Name: Title:] [ Consented to : [ INCLUDE IF REQUIRED PURSUANT TO SECTION 10.06(B) OF THE CREDITAGREEMENT ]

___________________________, as Borrower

By Name: Title:]

Exhibit A - 4

ANNEX 1

The Second Amended and Restated Credit Agreement dated as of March 28, 2014 among theParent, CH2M Inc., OMI, CH2M Engineers, CH2M Global, CH2M Constructors, andCHVENG, as co-borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto,and Wells Fargo Bank, National Association in its separate capacities as the Swing Line Lenderand as the Administrative Agent.

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Representations and Warranties.

Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the AssignedInterest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) ithas full power and authority, and has taken all action necessary, to execute and deliver this Assignment andAssumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility withrespect to (A) any statements, warranties or representations made in or in connection with the Credit Agreementor any other Loan Document, (B) the execution, legality, validity, enforceability, genuineness, sufficiency orvalue of the Loan Documents or any Collateral thereunder, (C) the financial condition of the Borrower, any of itsSubsidiaries (including, without limitation, any Subsidiary Guarantor) or Affiliates or any other Person obligatedin respect of any Loan Document or (D) the performance or observance by the Borrower, any of its Subsidiaries(including, without limitation, any Subsidiary Guarantor) or Affiliates or any other Person of any of theirrespective obligations under any Loan Document.

Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken allaction necessary, to execute and deliver this Assignment and Assumption and to consummate the transactionscontemplated hereby and to become a Lender under the Credit Agreement and the other Loan Documents, (ii) itmeets all the requirements to be a permitted assignee under Section 10.06(b) of the Credit Agreement (subject tosuch consents, if any, as may be required under Section 10.06(b) of the Credit Agreement), (iii) from and afterthe Effective Date, it will be bound by the provisions of the Credit Agreement and the other Loan Documents,including, without limitation, the Intercreditor Agreement, as a Lender thereunder and, to the extent of theAssigned Interest, will have the obligations of a Lender thereunder, (iv) it is sophisticated with respect todecisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercisingdiscretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type,(v) it has received a copy of the Credit Agreement and the Intercreditor Agreement, and has received or has beenaccorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section6.01 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriateto make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase theAssigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any otherLending Party and based on such documents and information as it has deemed appropriate, made its own creditanalysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and(vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to bedelivered

Exhibit A - 5

by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b)agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any otherLending Party, and based on such documents and information as it will deem appropriate at the time, continue tomake its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will performin accordance with their terms all of the obligations which by the terms of the Loan Documents are required tobe performed by it as a Lender.

Payments . From and after the Effective Date, the Administrative Agent will make all payments in respect of theAssigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amountswhich have accrued to but excluding the Effective Date and to the Assignee for amounts which have accruedfrom and after the Effective Date.

General Provisions . This Assignment and Assumption will be binding upon, and inure to the benefit of, theparties hereto and their respective successors and assigns. This Assignment and Assumption may be executed inany number of counterparts, which together will constitute one instrument. Delivery of an executed counterpartof a signature page of this Assignment and Assumption by telecopy will be effective as delivery of a manuallyexecuted counterpart of this Assignment and Assumption. This Assignment and Assumption will be governedby, and construed in accordance with, the law of the State of New York.

The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the followingalternative language may be appropriate: “From and after the Effective Date, the Administrative Agent will make all payments inrespect of [ the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant]Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] willmake all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respectto the making of this assignment directly between themselves.”

Exhibit A - 6

1

1

EXHIBIT B

COMPLIANCE CERTIFICATE

________________, 201_

To: Wells Fargo Bank, National Association, as Administrative Agent

___________________ ___________________ Attention: ___________ Telephone: __________ Facsimile: ___________

Re: The Second Amended and Restated Credit Agreement dated as of March 28, 2014 (as the same mayfrom time to time be amended, modified or supplemented or restated, the “ Credit Agreement ”), amongCH2M HILL COMPANIES, LTD., a Delaware corporation (the “ Parent ”), CH2M HILL, INC., aFlorida corporation (“ CH2M Inc. “), OPERATIONS MANAGEMENT INTERNATIONAL, INC., aCalifornia corporation (“ OMI ”), CH2M HILL ENGINEERS, INC., a Delaware corporation (“ CH2MEngineers ”), CH2M HILL GLOBAL, INC., a Delaware corporation (“ CH2M Global ”), CH2M HILLCONSTRUCTORS, INC., a Delaware corporation (“ CH2M Constructors ”), and CHVENG, LLC, aDelaware limited liability company (“ CHVENG ,” and together with the Parent, CH2M Inc., OMI,CH2M Engineers, CH2M Global and CH2M Constructors, each a “ Borrower ,” and, collectively, the “Borrowers ”), as borrowers, the Subsidiary Guarantors party thereto, the several financial institutionsparty thereto as Lenders, and Wells Fargo Bank, National Association, in its separate capacities asSwing Line Lender and as Administrative Agent on behalf and for the benefit of the Credit Group.

Ladies and Gentlemen:

Reference is made to the Credit Agreement. Capitalized terms used in this Compliance Certificate have thesame meaning when used herein as given to them in the Credit Agreement.

Pursuant to Section 6.01(c) of the Credit Agreement, the Parent, by its undersigned Responsible Officer, actingsolely in such capacity, hereby certifies that the information furnished in Schedule 1 attached hereto andincorporated herein by this reference was true, accurate and complete as of the last date of the Fiscal Periodimmediately preceding the date of this Compliance Certificate and that:

1. The undersigned Responsible Officer is the duly appointed _______________ of the Parent andhas responsibility for the financial affairs of the Parent and its Subsidiaries.

2. The undersigned Responsible Officer has reviewed the terms of the Credit Agreement, the Notesand the Credits and has made, or caused to be made under his or her supervision, a review in reasonable detail ofthe transactions and financial condition of the Parent and its Subsidiaries during the accounting period coveredby the financial statements most recently

Exhibit B - 1

delivered to the Administrative Agent pursuant to Sections 6.01(a) and 6.01(b) , as applicable, of the CreditAgreement.

3. Each of the representations and warranties of each Borrower and each other Loan Partycontained in Article V of the Credit Agreement or any other Loan Document are true and correct in all materialrespects (except that such materiality qualifier will not be applicable to any portion of any representation andwarranty that is already qualified or modified by materiality in the text thereof) on and as of the date hereof,except to the extent that such representations and warranties specifically refer to an earlier date, in which casethey will be true and correct in all material respects (except that such materiality qualifier will not be applicableto any portion of any representation and warranty that is already qualified or modified by materiality in the textthereof) as of such earlier date, and except that for purposes of Section 4.02 of the Credit Agreement, therepresentations and warranties contained in Section 5.10 of the Credit Agreement will be deemed to refer to themost recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement.

4. Such reviews have not disclosed the existence during or at the end of such accounting period,and the undersigned does not have knowledge of the existence as of the date hereof of any Default or Event ofDefault, except for such conditions or events listed on Schedule2attached hereto, specifying the nature andperiod of existence thereof and what action Borrower has taken, or is taking and proposes to take, if any, withrespect thereto.

5. Schedule3attached hereto describes all transactions permitted by Section 7.05(j) of the CreditAgreement with respect to Program Receivables.

6. Schedule4attached hereto contains a description of transactions permitted by Sections 7.04(a), (b) and (e) of the Credit Agreement.


Exhibit B - 2

IN WITNESS WHEREOF , this Compliance Certificate is executed by the undersigned this ____ day

of ____________________, ___.

CH2M HILL COMPANIES, LTD. a Delaware corporation By: Printed Name: Title:

Exhibit B - 3

SCHEDULE 1 TO COMPLIANCE CERTIFICATE

Dated_______________________________________, 201_

FINANCIAL COVENANTS OF BORROWER

I. Minimum Consolidated Fixed Charge Coverage Ratio (Section 7.14(a)) . Not permit the ConsolidatedFixed Charge Coverage Ratio, as determined as of the last day of each Fiscal Period, to be less than 1.50:1.00.

a. Consolidated Adjusted EBITDA (calculated as follows for suchperiod:)

i. Consolidated Net Income $_____________________ii. Consolidated Interest Expense $_____________________iii. amounts treated as expenses for such period for depreciation and the

amortization of intangibles of any kind$_____________________

iv. Federal, state, local and foreign taxes on or measured by incomeaccrued by the Parent and its Consolidated Subsidiaries during suchperiod net of any Federal, state, local and foreign income tax creditsof the Parent and its Consolidated Subsidiaries for such period

$_____________________

v. expenses associated with the non-cash portion of all share-basedcompensation

$_____________________

vi. charges related to: (A) restructuring $_____________________ (B) asset impairment $_____________________ (C) non-cash estimate project losses (including non- extraordinary

items)$_____________________

vii. other (A) extraordinary expenses $_____________________ (B) non-recurring expenses actually paid in cash during such period

in an aggregate amount not to exceed $10,000,000 in any Fiscal Year$_____________________

viii. to the extent included in Line I(a)(vi), cash payments related to: (A) restructuring $_____________________ (B) asset impairment $_____________________ (C) non-cash estimate project losses (including non- extraordinary

items)$_____________________

ix. to the extent included in calculating Consolidated Net Income, other (A) extraordinary gains $_____________________ (B) non-recurring gains $_____________________

Exhibit B - 4

x. Consolidated Adjusted EBITDA (the sum of Lines I(a)(i) throughI(a)(vii) minus, Lines I(a)(viii) through I(a)(ix)) $_____________________

b. Consolidated Lease Expense $_____________________c. Consolidated Adjusted EBITDAR (Line I(a)(x) plus Line I(b)) $_____________________d. Consolidated Interest Expense (from Line I(a)(ii)) $_____________________e. Current Portion of Consolidated Long Term Debt $_____________________f. cash dividends accrued on preferred stock, to the extent that such

preferred stock is treated as equity pursuant to GAAP $_____________________g. Consolidated Fixed Charge Coverage Ratio (Line I(c) divided by

the sum of Line I(b), Line I(d), Line I(e) and Line I(f) $________________ :1.00 Annex A attached hereto contains all calculations supporting the amounts reported above for the fourconsecutive Fiscal Periods ending on the date hereof.

II. Maximum Consolidated Leverage Ratio (Section 7.14(b)). Not permit the Consolidated Leverage Ratio toexceed (i) 3.75:1.00, as determined as of the last day of each Fiscal Period during the Interim Period, or (ii)3.00:1.00, as determined as of the last day of each Fiscal Period thereafter; provided that, following the date onwhich the aggregate amount of all Qualified Acquisitions consummated during the prior twelve month period isequal to or greater than $150,000,000, the Consolidated Leverage Ratio at the end of each of the four (4) FiscalPeriods following such date, shall be no greater than 3.25:1.00.

a. Numerator in definition of Consolidated Leverage Ratio (calculated as follows for suchperiod):

i. outstanding principal amount of all obligations, whether currentor long term, for borrowed money (including all Obligationsunder the Credit Agreement) and all obligations evidenced bybonds, debentures, notes, loan agreements or other similarinstruments

$____________________

ii. direct obligations arising under letters of credit (whether standbyor commercial), bankers’ acceptances, bank guaranties and otherfinancial guarantees (to include (A) all issued and outstandingPerformance Credits which have a face amount that equals orexceeds $20,000,000 and (B), with respect to each outstandingJV Letter of Credit, only the portion of the JV Letter of CreditFace Amount thereof that is recourse to the Borrowers,determined in accordance with Section 2.04(k) of the CreditAgreement)

$____________________

Exhibit B - 5

iii. Attributable Debt in respect of all Capitalized Leases $____________________iv. without duplication, all Guarantees with respect to outstanding

Indebtedness of the types specified in Lines II(a)(i) through II(a)(iii)

$____________________

v. all obligations in respect of Disqualified Equity Interests whichbecame due during the period ending on the date of thisCertificate

$____________________

vi. all Indebtedness of the types referred to in Items II(a)(I) throughII(a)(v) of any partnership or Joint Venture (other than a JointVenture that is itself a corporation or limited liability company)in which the Parent or any of its Consolidated Subsidiaries is ageneral partner or joint venturer, unless such Indebtedness isexpressly made nonrecourse to the Parent or such Subsidiaries

$____________________

vii. Consolidated Total Funded Debt (the sum of Lines II(a)(i)through II(a)(vi))

$____________________

b. Denominator in definition of Consolidated Leverage Ratio (calculated as follows for suchperiod):

i. Consolidated Adjusted EBITDA(from Line I(a)(x)) $____________________c. Consolidated Leverage Ratio(Line II(a)(vii) divided by Line

II(b)(i))_____________________

AnnexBattached hereto contains all calculations supporting the amounts reported above for the fourconsecutive Fiscal Periods ending on the date hereof.

Exhibit B - 6


Dated _________________, 201_

LIST OF EXCEPTIONS

Condition(s) or event(s) constituting a Default or Event of Default:

Period of Existence:

Remedial action with respect to such condition or event:

Exhibit B - 7


Dated _________________, 201_

Program Receivables

1. Aggregate face amount of Program Receivables sold pursuant to all Permitted Receivables

Financings made since the Closing Date: $_______________;

2. Aggregate Eligible Receivables as of ____________, 201_: $_______________;

3. Line 1 divided by Line 2: ____________%;

4. Consolidated Leverage Ratio from Line II(c) of Schedule 1: _________ :1.00 ;

If Line 4 is greater than 2.50:1.00, then Line 3 should be less than or equal to 15%. If Line 4 is less than or equal to 2.50:1.00,then line 3 should be less than or equal to 25%.

Exhibit B - 8

4

4


Dated _________________, 201_

Fundamental Changes

1. Describe any mergers between (a) any Borrower or Significant Subsidiary which is a Loan Party and (b) aDomestic Subsidiary ( Section 7.04(a) of the Credit Agreement):

Parties to merger:

Surviving Entity:

Date of Merger: :

2. Describe any mergers between (a) any Significant Subsidiary and (b) any Loan Party ( Section 7.04(b) ofthe Credit Agreement): Parties to merger:

Parties to merger:

Surviving Entity:

Date of Merger: :

3. Describe any liquidation or dissolution of any Subsidiary ( Section 7.04(e) of the Credit Agreement): Name of Subsidiary liquidated or dissolved: Name of Loan Party or Domestic Subsidiary to whom assets of theliquidated or dissolved Subsidiary were transferred:

Date of dissolution or liquidation:

Exhibit B - 9

EXHIBIT C

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of ________________, 20__, is entered into and made by______________________________________, a ________________ [corporation][limited liability company](the “ Additional Obligor ”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its separatecapacities as Administrative Agent under the Credit Agreement referred to below and collateral agent under theCollateral Agreement referred to below (in such capacities, the “ Agent ”), on behalf and for the benefit of theCredit Group (as defined in such Credit Agreement) in respect of such Credit Agreement and the Credit Group(as defined in such Collateral Agreement) in respect of the Collateral Agreement. All capitalized terms notdefined herein will have the meaning ascribed to them in such Credit Agreement or the Collateral Agreement, asapplicable.

RECITALS

1. CH2M HILL Companies, Ltd., a Delaware corporation (the “ Parent ”), CH2M HILL, Inc., aFlorida corporation (“ CH2M Inc. ”), Operations Management International, Inc., a California corporation (“OMI ”), CH2M HILL Engineers, Inc., a Delaware corporation (“ CH2M Engineers ”), CH2M HILL Global,Inc., a Delaware corporation (“ CH2M Global ”), CH2M HILL Constructors, Inc., a Delaware corporation (“CH2M Constructors ”), and CHVENG, LLC, a Delaware limited liability company (“ CHVENG ,” and togetherwith the Parent, CH2M Inc., OMI, CH2M Engineers, CH2M Global and CH2M Constructors, each a “ Borrower,” and, collectively, the “ Borrowers ”) and the Subsidiary Guarantors party thereto have entered into that certainSecond Amended and Restated Credit Agreement dated as of March 28, 2014 (as amended by the FirstAmendment to Credit Agreement dated as of September 26, 2014, the Second Amendment to Credit Agreementdated as of March 30, 2015, the Consent dated as of April 25, 2016 and the Third Amendment to CreditAgreement dated as of September 30, 2016 and as further amended, modified, supplemented or restated fromtime to time, the “ Credit Agreement ”) with the several financial institutions party thereto as Lenders, and WellsFargo Bank, National Association, in its separate capacities as Swing Line Lender and as Administrative Agenton behalf and for the benefit of the Credit Group, pursuant to which the Lending Parties agreed to make certainCredit Extensions and Loans to the Borrowers on behalf and for the benefit of the Borrowers and the SubsidiaryGuarantors on the terms and subject to the conditions set forth therein and the other Loan Documents.

2. The Borrowers, the Subsidiary Guarantors party thereto and the Agent, as collateral agent foreach member of the Credit Group, have entered into that certain Security Agreement dated as of September 30,2016 (as amended, modified, supplemented or restated from time to time, the “ Collateral Agreement ”).

Pursuant to Section 10.15 of the Credit Agreement, each of the Subsidiary Guarantors party to the CreditAgreement have, jointly and severally, unconditionally and irrevocably guaranteed the full and prompt paymentwhen due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise)of the Obligations and the Bank Product Debt (defined therein as the “ Guaranteed Obligations ”).

Section 6.12 of the Credit Agreement requires certain Domestic Subsidiaries that are Material Subsidiaries tobecome (a) Subsidiary Guarantors under and as defined in the Credit Agreement and (b) Grantors underand as defined in the Collateral Agreement, by executing and delivering to Agent a joinder agreement.

The Additional Obligor is a Material Subsidiary and currently obtains and enjoys and will continue toobtain and enjoy substantial direct and indirect benefit from the Credit Extensions and Loans made and issuedby the Lending Parties pursuant to the Credit Agreement and, if applicable, the Bank Products provided by theBank Product Providers.

The Additional Obligor has agreed to execute and deliver this Joinder Agreement in order to become a

Subsidiary Guarantor party to the Credit Agreement and a Grantor party to the Collateral Agreement.

AGREEMENTNOW, THEREFORE, in consideration of the foregoing recitals, and for other good and valuable

consideration, the receipt of which is hereby confirmed, IT IS AGREED:

Joined as Subsidiary Guarantor to Credit Agreement and a Grantor to the Collateral Agreement . Byexecuting and delivering this Joinder Agreement, the Additional Obligor, as provided in Section 6.12 of theCredit Agreement, hereby becomes (1) a party to the Credit Agreement as a Subsidiary Guarantor thereunderand (2) a party to the Collateral Agreement as a Grantor thereunder, in each case, with the same force and effectas if originally named therein as a Subsidiary Guarantor and a Grantor, as applicable, and, without limiting thegenerality of the foregoing, hereby expressly assumes all obligations and liabilities of a Subsidiary Guarantorunder the Credit Agreement and a Grantor under the Collateral Agreement. The information set forth in AnnexI-A hereto is hereby added to the information set forth in the schedules to the Credit Agreement. Schedule 1 ,“Copyrights”, Schedule 2 , “Intellectual Property Licenses”, Schedule 3 , “Patents”, Schedule 4 , “PledgedCompanies”, Schedule 5 , “Trademarks”, Schedule 6 , “Name; Chief Executive Office; Tax IdentificationNumbers and Organizational Numbers”, Schedule 7 , “Deposit Accounts and Securities Accounts”, andSchedule 8 , “List of Uniform Commercial Code Filing Jurisdictions” attached hereto supplement Schedule 1 , Schedule 2 , Schedule 3 , Schedule 4 , Schedule 5 , Schedule 6 , Schedule 7 , and Schedule 8 ,respectively, to the Collateral Agreement and shall be deemed a part thereof for all purposes of the CollateralAgreement. The Additional Obligor hereby represents and warrants to the Credit Group that each of therepresentations and warranties contained in Article V of the Credit Agreement and Section 5 of the CollateralAgreement, with respect to itself, is true and correct on and as the date hereof (after giving effect to this JoinderAgreement) as if made on and as of such date.

Loan Document . This Joinder Agreement is a Loan Document. This Joinder Agreement may be executed incounterparts (and by different parties hereto in different counterparts), each of which constitutes an originaldocument, but all of which when taken together constitute a single agreement. This Joinder Agreement willbecome effective when it has been executed and delivered by the Agent and the Agent has received counterpartshereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executedcounterpart of a signature page of this Joinder Agreement by telecopy or other form of electronic transmissionwill be effective as delivery of a manually executed counterpart of this Agreement. As used herein, the term‘‘electronic transmission’’ means any form of communication, not directly involving the physical transmissionof paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that maybe directly reproduced in paper form by such a recipient through an automated process.

Governing Law . This Joinder Agreement will be governed by, and construed in accordance with, the laws ofthe State of New York, without regard to principles of conflicts of law other than New York General ObligationsLaw 5-1401 and 5-1402.


IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and

delivered as of the date first above written.

[ADDITIONAL OBLIGOR] By: Name: Title: Address for notices: Attention: Tel: Facsimile:

Accepted: WELLS FARGO BANK, NATIONAL ASSOCIATION as Agent By: ` Name: Title:

Annex I-A

to Joinder Agreement

Supplement to Credit Agreement Disclosure Schedules

Schedules

to Joinder Agreement

Supplements to Collateral Agreement Schedules

Schedule 1

“Copyrights”

Schedule 2

“Intellectual Property Licenses”

Schedule 3

“Patents”

Schedule 4

“Pledged Companies”

Schedule 5

“Trademarks”

Schedule 6

“Name; Chief Executive Office; Tax Identification Numbers and Organizational Numbers”

Schedule 7

“Deposit Accounts and Securities Accounts”

Schedule 8

“List of Uniform Commercial Code Filing Jurisdictions”

Exhibit C - 1

Exhibit D

FORM OF LOAN NOTICE

________________, 201_

To: Wells Fargo Bank, National Association, as Administrative Agent

___________________ ___________________ Attention: ___________ Telephone: __________ Facsimile: ___________

Re: The Second Amended and Restated Credit Agreement dated as of March 28, 2014 (as the same mayfrom time to time be amended, modified or supplemented or restated, the “ Credit Agreement ”), amongCH2M HILL COMPANIES, LTD., a Delaware corporation (the “ Parent ”), CH2M HILL, INC., aFlorida corporation (“ CH2M Inc. ”), OPERATIONS MANAGEMENT INTERNATIONAL, INC., aCalifornia corporation (“ OMI ”), CH2M HILL ENGINEERS, INC., a Delaware corporation (“ CH2MEngineers ”), CH2M HILL GLOBAL, INC., a Delaware corporation (“ CH2M Global ”), CH2M HILLCONSTRUCTORS, INC., a Delaware corporation (“ CH2M Constructors ”), and CHVENG, LLC, aDelaware limited liability company (“ CHVENG ,” and together with the Parent, CH2M Inc., OMI,CH2M Engineers, CH2M Global and CH2M Constructors, each a “ Borrower ,” and, collectively, the “Borrowers ”), the Subsidiary Guarantors party thereto, the several financial institutions party thereto asLenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its separate capacities asSwing Line Lender and as Administrative Agent on behalf and for the benefit of the Credit Group.


1. The Borrowers request (select one):

A Borrowing of Revolving Credit Loans

A conversion or continuation of Revolving Credit Loans

The designated [funding date][date of conversion/continuation], which will be a Business Day, of the requested[Borrowing] [conversion/continuation] is _______________, 201__.

The aggregate amount of the requested [Borrowing] [conversion/continuation] is [$___________][_________________[ choose Alternative Currency ]].

The requested [Borrowing] [conversion/continuation] will consist of $_________ of Base Rate Loans and$___________ [_________________ [ choose Alternative Currency ]] of Eurodollar Loans.

The duration of the Interest Period for the Eurodollar Rate Loans included in the requested [Borrowing][conversion/continuation] will be ___ months.

Exhibit D - 1

The designated deposit account to which proceeds of the Loans are to be transferred together with wiring

instructions are:

Bank: [____________________]Account No.: [____________________]ABA No.: [____________________]Reference: [____________________]

The undersigned Administrative Borrower, on behalf of the Borrowers, hereby certifies that the followingstatements are true on the date hereof, and will be true on the date of the requested Borrowing, before and aftergiving effect thereto and to the application of the proceeds therefrom:

each of the representations and warranties of each Borrower and each other Loan Party contained inArticle V of the Credit Agreement or any other Loan Document are true and correct in all material respects(except that such materiality qualifier will not be applicable to any portion of any representation and warrantythat is already qualified or modified by materiality in the text thereof) on and as of the date hereof, except to theextent that such representations and warranties specifically refer to an earlier date, in which case they will betrue and correct in all material respects (except that such materiality qualifier will not be applicable to anyportion of any representation and warranty that is already qualified or modified by materiality in the text thereof)as of such earlier date, and except that for purposes of Section 4.02 of the Credit Agreement, the representationsand warranties contained in Section 5.10 of the Credit Agreement will be deemed to refer to the most recentstatements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement;

no Default or Event of Default exists as of the date hereof, or will result from the Credit Extensionrequested to be made or issued on the designated funding date or from the application of the proceeds thereof;

no Material Adverse Effect has occurred since December 31, 2013; [and]

after giving effect to any Revolving Credit Borrowing in an Alternative Currency, the Total RevolvingCredit Outstandings in Alternative Currencies will not exceed the Alternative Currency Available Credit; and

after giving effect to any Revolving Credit Borrowing, the Total Revolving Credit Outstandings will notexceed the Aggregate Revolving Credit Commitments.

Exhibit D - 2

CH2M HILL COMPANIES, LTD. a Delaware corporation, as Administrative Borrower By: Printed Name: Title:

Exhibit D - 3

Exhibit E-l

FORM OF REVOLVING LOAN NOTE

([Name of Lender])

U.S. $[________] [__________]

CH2M HILL COMPANIES, LTD., a Delaware corporation (the “ Parent ”), CH2M HILL, INC., aFlorida corporation (“ CH2M Inc. ”), OPERATIONS MANAGEMENT INTERNATIONAL, INC., a Californiacorporation (“ OMI ”), CH2M HILL ENGINEERS, INC., a Delaware corporation (“ CH2M Engineers ”),CH2M HILL GLOBAL, INC., a Delaware corporation (“ CH2M Global ”), CH2M HILL CONSTRUCTORS,INC., a Delaware corporation (“ CH2M Constructors ”), and CHVENG, LLC, a Delaware limited liabilitycompany (“ CHVENG ,” and together with the Parent, CH2M Inc., OMI, CH2M Engineers, CH2M Global andCH2M Constructors, each a “ Borrower ,” and, collectively, the “ Borrowers ”), FOR VALUE RECEIVED,each hereby promises, on a joint and several basis, to pay to the order of [ NAME OF LENDER ] (the “ Lender”), in lawful money of the United States of America, the aggregate principal amount of all Revolving CreditLoans made or advanced by the Lender under the Revolving Credit Facility (such Revolving Credit Loans madeby the Lender being referred to herein as the “ Lender Advances ”) made or maintained by the Lender pursuantto the Credit Agreement (as defined below), payable on the dates, in the amounts and in the manner set forthbelow.

This promissory note (this “ Note ”) is one of the Notes referred to in that Second Amended and RestatedCredit Agreement dated as of March 28, 2014 (as amended by the First Amendment to Credit Agreement datedas of September 26, 2014, the Second Amendment to Credit Agreement dated as of March 30, 2015, the Consentdated as of April 25, 2016 and the Third Amendment to Credit Agreement dated as of September 30, 2016 andas further amended, modified, supplemented or restated from time to time, the “ Credit Agreement ”), by andamong the Borrowers, as co-borrowers, the Subsidiary Guarantors party thereto, the several financial institutionsparty to this Agreement as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its separatecapacities as Swing Line Lender and as Administrative Agent on behalf and for the benefit of the CreditGroup. All capitalized terms used but not defined herein will have the meaning given to them in the CreditAgreement.

1. Principal Payments . All payments of the principal amount of the Lender Advances will bemade in lawful money of the United States of America and will be due and payable on the date(s) determinedpursuant to the Credit Agreement.

Interest Rate . The Borrowers further promise, on a joint and several basis, to pay interest on the sumof the daily unpaid principal balance of the Lender Advances outstanding on each day in lawful money of theUnited States of America, from the date of this Note until all such principal amounts will have been repaid infull, which interest will be payable at the rates per annum and on the dates determined pursuant to the CreditAgreement.

Place Of Payment . All amounts payable hereunder will be payable by wire transfer to theAdministrative Agent, on behalf and for the benefit of the Lender, at the Administrative Agent’s Office, or suchother place of payment as may be specified by the Lender in writing.

Exhibit E-1 - 1

Application Of Payments; Acceleration . Payments on this Note will be applied in the manner set

forth in the Credit Agreement. Without limiting the generality of Section 1 of this Note, the Credit Agreementcontains provisions for acceleration of the maturity of the principal amount of the Lender Advances upon theoccurrence of certain stated events.

Each Lender Advance made by the Lender to the Borrowers pursuant to the Credit Agreement will berecorded by the Lender on its books and records, including the Register. The failure of the Lender to record anyrepayment made on account of the principal balance thereof will not limit or otherwise affect the joint andseveral obligations of the Borrowers under this Note and under the Credit Agreement to pay the principal,interest and other amounts due and payable thereunder.

Any principal repayment of or interest payment on the Lender Advances not paid when due or within theapplicable cure period, if any, whether at stated maturity, by acceleration or otherwise, will thereafter bearinterest at the Default Rate determined pursuant to Section 2.09(b) of the Credit Agreement.

Default . The Borrowers’ failure to pay timely any of the principal amount due under this Note whenthe same becomes due and payable or within three Business Days thereafter or failure to pay timely any accruedinterest due under this Note on the date the same becomes due and payable or within three Business Daysthereafter will constitute a default under this Note. Upon the occurrence of a default hereunder or an Event ofDefault under the Credit Agreement or any of the other Loan Documents, all unpaid principal, accrued interestand other amounts owing hereunder will be collectible the Administrative Agent, on behalf and for the benefit ofthe Lender, pursuant to the Credit Agreement and applicable law.

Waiver . Each Borrower hereby waives presentment and demand for payment, notice of dishonor,protest and notice of protest of this Note, and will pay all costs of collection when incurred by or on behalf of theLender, including, without limitation, reasonable attorneys’ fees, costs and other expenses.

The right to plead any and all statutes of limitations as a defense to any demands hereunder is herebywaived to the full extent permitted by law.

Governing Law . This Note will be governed by, and construed and enforced in accordance with, thelaws of the State of New York, excluding conflict of laws principles that would cause the application of laws ofany other jurisdiction.

Successors And Assigns . The provisions of this Note will inure to the benefit of, and be binding on,any successor to any of the Borrowers and will extend to any holder hereof.

[ signature pages follow ]

Exhibit E-1 - 2

BORROWERS:

CH2M HILL COMPANIES, LTD. CH2M HILL, INC. By: By: Name: Name: Title: Title: OPERATIONS MANAGEMENTINTERNATIONAL, INC.


By: By: Name: Name: Title: Title: CH2M HILL GLOBAL, INC. CH2M HILL CONSTRUCTORS, INC. By: By: Name: Name: Title: Title: CHVENG, LLC By: Name: Title:

Exhibit E-1 - 3

EXHIBIT E-2

FORM OF SWING LINE LOAN NOTE

(Wells Fargo Bank, National Association)

U.S. $[________] [__________] CH2M HILL COMPANIES, LTD., a Delaware corporation (the “ Parent ”), CH2M HILL, INC., a

Florida corporation (“ CH2M Inc. ”), OPERATIONS MANAGEMENT INTERNATIONAL, INC., a Californiacorporation (“ OMI ”), CH2M HILL ENGINEERS, INC., a Delaware corporation (“ CH2M Engineers ”),CH2M HILL GLOBAL, INC., a Delaware corporation (“ CH2M Global ”), CH2M HILL CONSTRUCTORS,INC., a Delaware corporation (“ CH2M Constructors ”), and CHVENG, LLC., a Delaware limited liabilitycompany (“ CHVENG ” and together with the Parent, CH2M Inc., OMI, CH2M Engineers, CH2M Global andCH2M Constructors, each a “ Borrower ,” and, collectively, the “ Borrowers ”), FOR VALUE RECEIVED,each hereby promises, on a joint and several basis, to pay to the order of WELLS FARGO BANK, NATIONALASSOCIATION (the “ Swing Line Lender ”), in lawful money of the United States of America, the aggregateprincipal amount of all Loans made or advanced by the Swing Line Lender constituting Swing Line Loans (suchSwing Line Loans made by the Swing Line Lender being referred to herein as the “ Swing Line Borrowings ”)made or maintained by the Lender pursuant to the Credit Agreement (as defined below), payable on the dates, inthe amounts and in the manner set forth below.

This promissory note (this “ Note ”) is one of the Notes referred to in that Second Amended and RestatedCredit Agreement dated as of March 28, 2014 (as amended by the First Amendment to Credit Agreement datedas of September 26, 2014, the Second Amendment to Credit Agreement dated as of March 30, 2015, the Consentdated as of April 25, 2016 and the Third Amendment to Credit Agreement dated as of September 30, 2016 andas further amended, modified, supplemented or restated from time to time, the “ Credit Agreement ”), by andamong the Borrowers, as co-borrowers, the Subsidiary Guarantors party thereto, the several financial institutionsparty to this Agreement as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its separatecapacities as Swing Line Lender and as Administrative Agent on behalf and for the benefit of the Credit Group.All capitalized terms used but not defined herein will have the meaning given to them in the Credit Agreement.

1. Principal Payments . All payments of the principal amount of the Swing Line Borrowings willbe made in lawful money of the United States of America and will be due and payable on the date(s) determinedpursuant to the Credit Agreement.

2. Interest Rate . The Borrowers further promise on a joint and several basis to pay interest on thesum of the daily unpaid principal balance of the Swing Line Borrowings outstanding on each day in lawfulmoney of the United States of America, from the date of this Note until all such principal amounts will havebeen repaid in full, which interest will be payable at the rates per annum and on the dates determined pursuant tothe Credit Agreement.

3. Place Of Payment . Subject to the following sentence, all amounts payable hereunder will bepayable by wire transfer to the Administrative Agent, at the Administrative

Exhibit E-2 - 1

Agent’s Office, or such other place of payment as may be specified by the Administrative Agent in writing.

In addition to the repayment of Swing Line Loans pursuant to the foregoing sentence, theBorrowers may repay a Swing Line Loan made pursuant to subsection 2.05(g) in accordance with theprovisions of the Cash Sweep Agreements concerning the manner, time, amount and place of paymentfor such Swing Line Loan.

4. Application Of Payments; Acceleration . Payments on this Note will be applied in the mannerset forth in the Credit Agreement. Without limiting the generality of Section 1 of this Note, the CreditAgreement contains provisions for acceleration of the maturity of the principal amount of the Swing LineBorrowings upon the occurrence of certain stated events.

Each Swing Line Borrowing made by the Swing Line Lender to the Borrowers pursuant to the CreditAgreement will be recorded by the Swing Line Lender on its books and records, including the Register. Thefailure of the Swing Line Lender to record any repayment made on account of the principal balance thereof willnot limit or otherwise affect the joint and several obligations of the Borrowers under this Note and under theCredit Agreement to pay the principal, interest and other amounts due and payable thereunder.

Any principal repayment of or interest payment on the Swing Line Borrowings not paid when due orwithin the applicable cure period, if any, whether at stated maturity, by acceleration or otherwise, will thereafterbear interest at the Default Rate determined pursuant to Section 2.09(b) of the Credit Agreement.

Default . The Borrowers’ failure to pay timely any of the principal amount due under this Note whenthe same becomes due and payable or within three Business Days thereafter or failure to pay timely any accruedinterest due under this Note on the date the same becomes due and payable or within three Business Daysthereafter will constitute a default under this Note. Upon the occurrence of a default hereunder or an Event ofDefault under the Credit Agreement or any of the other Loan Documents, all unpaid principal, accrued interestand other amounts owing hereunder will be collectible by the Administrative Agent, on behalf and for thebenefit of the Swing Line Lender, pursuant to the Credit Agreement and applicable law.

Waiver . Each Borrower hereby waives presentment and demand for payment, notice of dishonor,protest and notice of protest of this Note, and will pay all costs of collection when incurred by or on behalf of theSwing Line Lender, including, without limitation, reasonable attorneys’ fees, costs and other expenses.

The right to plead any and all statutes of limitations as a defense to any demands hereunder is herebywaived to the full extent permitted by law.

Governing Law . This Note will be governed by, and construed and enforced in accordance with, thelaws of the State of New York, excluding conflict of laws principles that would cause the application of laws ofany other jurisdiction.

Successors And Assigns . The provisions of this Note will inure to the benefit of, and be binding on,any successor to any of the Borrowers and will extend to any holder hereof.

Exhibit E-2 - 2

BORROWERS:

CH2M HILL COMPANIES, LTD. CH2M HILL, INC. By: By: Name: Name: Title: Title: OPERATIONS MANAGEMENT INTERNATIONAL,INC.


By: By: Name: Name: Title: Title: CH2M HILL GLOBAL, INC. CH2M HILL CONSTRUCTORS, INC. By: By: Name: Name: Title: Title: CHVENG, LLC By: Name: Title:

Exhibit E-2 - 3

EXHIBIT F

FORM OF SWING LINE LOAN NOTICE

Date:_________________

To: Wells Fargo Bank, National Association, as Administrative Agent ___________________ ___________________ Attention: ___________ Telephone: __________ Facsimile: ___________

Re: The Second Amended and Restated Credit Agreement dated as of March 28, 2014 (as the same mayfrom time to time be amended, modified or supplemented or restated, the “ Credit Agreement ”), amongCH2M HILL COMPANIES, LTD., a Delaware corporation (the “ Parent ”), CH2M HILL, INC., aFlorida corporation (“ CH2M Inc. “), OPERATIONS MANAGEMENT INTERNATIONAL, INC., aCalifornia corporation (“ OMI ”), CH2M HILL ENGINEERS, INC., a Delaware corporation (“ CH2MEngineers ”), CH2M HILL GLOBAL, INC., a Delaware corporation (“ CH2M Global ”), CH2M HILLCONSTRUCTORS, INC., a Delaware corporation (“ CH2M Constructors ”), and CHVENG, LLC, aDelaware limited liability company (“ CHVENG”; and together with the Parent, CH2M Inc., OMI,CH2M Engineers, CH2M Global and CH2M Constructors, each a “ Borrower ,” and, collectively, the “Borrowers ”), the Subsidiary Guarantors party thereto, the several financial institutions party thereto asLenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its separate capacities asSwing Line Lender and as Administrative Agent on behalf and for the benefit of the Credit Group.


The undersigned Administrative Borrower, on behalf of the Borrowers, refers to the Credit Agreement, the termsdefined therein used herein as defined, and hereby gives notice irrevocably, pursuant to Section 2.05(b) of theCredit Agreement, of a requested Borrowing of a Swing Line Loan by Borrower as specified herein:

1. The requested date (the “ Requested Borrowing Date ”), which will be a Business Day, for thefunding of the requested Borrowing of a Swing Line Loan is _____________, 201_.

The aggregate amount of the requested Borrowing of a Swing Line Loan is $____________.

The wire instructions for the deposit account to which proceeds of the requested Borrowing of a SwingLine Loan are to be disbursed are as follows:

Bank: [____________________]Account No.: [____________________]ABA No.: [____________________]Reference: [____________________]

Exhibit F - 1

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on thedate of the requested Borrowing, before and after giving effect thereto and to the application of the proceedstherefrom:

each of the representations and warranties of each Borrower and each other Loan Party contained inArticle V of the Credit Agreement or any other Loan Document are true and correct in all material respects(except that such materiality qualifier will not be applicable to any portion of any representation and warrantythat is already qualified or modified by materiality in the text thereof) on and as of the date hereof, except to theextent that such representations and warranties specifically refer to an earlier date, in which case they will betrue and correct in all material respects (except that such materiality qualifier will not be applicable to anyportion of any representation and warranty that is already qualified or modified by materiality in the text thereof)as of such earlier date, and except that for purposes of Section 4.02 of the Credit Agreement, the representationsand warranties contained in Section 5.10 of the Credit Agreement will be deemed to refer to the most recentstatements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement;

no Default or Event of Default exists as of the date hereof, or will result from the Swing Line Borrowingrequested to be made on the designated funding date or from the application of the proceeds thereof;

no Material Adverse Effect has occurred since December 31, 2013; and

the requested Borrowing of a Swing Line Loan, together with the Outstanding Amount of all SwingLoan Loans as of the Requested Borrowing Date, does not exceed an amount equal to the lesser of (i) SwingLine Sublimit and (ii) the maximum amount permitted under Section 2.02(a) of the Credit Agreement.


Exhibit F - 2

CH2M HILL COMPANIES, LTD. a Delaware corporation, as Administrative Borrower By: Printed Name: Title:

Exhibit F - 3

EXHIBIT G

[FORM OF]

BANK PRODUCT PROVIDER NOTICE

TO: Wells Fargo Bank, National Association, as Administrative Agent CH2M HILL Companies, Ltd., as Administrative Borrower RE: Second Amended and Restated Credit Agreement dated as of March 28, 2014 (as amended by

the First Amendment to Credit Agreement dated as of September 26, 2014, the SecondAmendment to Credit Agreement dated as of March 30, 2015, the Consent dated as of April 25,2016 and the Third Amendment to Credit Agreement dated as of September 30, 2016 and as thesame may from time to time be further amended, modified, supplemented or restated, the “Credit Agreement ”), among CH2M HILL Companies, Ltd., a Delaware corporation (the “Parent ”), CH2M Hill, Inc., a Florida corporation (“ CH2M Inc. “), Operations ManagementInternational, Inc., a California corporation (“ OMI ”), CH2M HILL Engineers, Inc., a Delawarecorporation (“ CH2M Engineers ”), CH2M HILL Global, Inc., a Delaware corporation (“ CH2MGlobal ”), CH2M HILL Constructors, Inc., a Delaware corporation (“CH2M Constructors”), andCHVENG, LLC, a Delaware corporation (“ CHVENG ,” and together with the Parent, CH2MInc., OMI, CH2M Engineers, CH2M Global and CH2M Constructors, each a “ Borrower ,” and,collectively, the “ Borrowers ”), as borrowers, the Subsidiary Guarantors party thereto, theseveral financial institutions party thereto as Lenders, and Wells Fargo Bank, NationalAssociation, in its separate capacities as Swing Line Lender and as Administrative Agent.

DATE: [Date]

[Name of Bank Product Provider] hereby notifies you, pursuant to the terms of the Credit Agreement,

that:

(a) [Name of Bank Product Provider] meets the requirements of a Bank Product Provider under theterms of the Credit Agreement and is a Bank Product Provider under the Credit Agreement and the otherapplicable Loan Documents.

(b) The Borrowers have entered into the following Bank Products with [Name of Bank Product

Provider]: [set forth Bank Products and identify Borrowers and other parties thereto]. (c) Each Bank Product set forth in clause (b) above meets the requirements of a Bank Product

under the terms of the Credit Agreement and is a Bank Product under the Credit Agreement and the otherapplicable Loan Documents.

(d) The maximum dollar amount of obligations arising under each Bank Product set forth in

clause (b) above is: $_______. [set forth the maximum dollar amount for each Bank Product] (e) The methodology to be used by such parties in determining the Bank Product Debt owing from

time to time with respect to each Bank Product set forth in clause (b) above is: _______________________.

Delivery of this Bank Product Provider Notice by telecopy shall be effective as an original. Allcapitalized terms not defined herein have the meaning ascribed to them in the Credit Agreement. This documentis not a Loan Document.

A duly authorized officer of the undersigned has executed this Bank Product Provider Notice as of the___ day of _____, _____.

, as a Bank Product Provider By: Name: Title:

If reasonably capable of being determined.

Exhibit F - 5

Exhibit 31.1

3

3

Exhibit 31.1

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jacqueline C. Hinman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CH2M HILL Companies, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements made, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present

in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and

procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be

designed under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting

to be designed under our supervision, to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report

our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periodcovered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control

over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarizeand report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role

in the registrant’s internal control over financial reporting.

Date: January 20, 2017

/s/ JACQUELINE C. HINMAN Jacqueline C. Hinman Chief Executive Officer

Exhibit 31.2

Exhibit 31.2

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Gary L. McArthur, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CH2M HILL Companies, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements made, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present

in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and

procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be

designed under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting

to be designed under our supervision, to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report

our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periodcovered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control

over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarizeand report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role

in the registrant’s internal control over financial reporting.

Date: January 20, 2017

/s/ GARY L. MCARTHUR Gary L. McArthur Chief Financial Officer

Exhibit 32.1

Exhibit 32.1

CERTIFICATIONPURSUANT TO RULE 13A-14(B) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS AMENDED, AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OFTHE UNITED STATES CODE (18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of CH2M HILL Companies, Ltd. (the “Company”) on Form 10-Q for the

quarterly period ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the“Report”), I, Jacqueline C. Hinman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350 asadopted by Section 906 of the Sarbanes Oxley Act of 2002 that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of

1934 as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and

results of operations of the Company as of, and for, the periods presented in the Report.

/s/ JACQUELINE C. HINMAN Jacqueline C. Hinman Chief Executive Officer January 20, 2017 This certification “accompanies” the Report to which it relates, is not deemed filed with the Securities and Exchange Commissionand is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or theSecurities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any generalincorporation language contained in such filing. A signed original of this written statement required by Section 906 has beenprovided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or itsstaff upon request.

Exhibit 32.2

Exhibit 32.2

CERTIFICATIONPURSUANT TO RULE 13A-14(B) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS AMENDED, AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OFTHE UNITED STATES CODE (18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of CH2M HILL Companies, Ltd. (the “Company”) on Form 10-Q for the

quarterly period ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the“Report”), I, Gary L. McArthur, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350 as adoptedby Section 906 of the Sarbanes Oxley Act of 2002 that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of

1934 as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and

results of operations of the Company as of, and for, the periods presented in the Report.

/s/ GARY L. MCARTHUR Gary L. McArthur Chief Financial Officer January 20, 2017 This certification “accompanies” the Report to which it relates, is not deemed filed with the Securities and Exchange Commissionand is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or theSecurities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any generalincorporation language contained in such filing. A signed original of this written statement required by Section 906 has beenprovided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or itsstaff upon request.