EXHIBIT 10.16 CH2M HILL COMPANIES ASSIGNMENT AND ACCEPTANCECh2m Hill Companies LTD • March 20th, 2001 • Services-engineering services
EXHIBIT 10.11 ----------------------------------------------------------------- --------------- --------------------------------------------------------------- ----------------- CH2M HILL COMPANIES, LTD. CH2M HILL, INC. OPERATIONS MANAGEMENT...Credit Agreement • July 8th, 1999 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
DATED AS OFStock Purchase Agreement • January 5th, 2000 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 22nd, 2016 • Ch2m Hill Companies LTD • Services-engineering services • Delaware
This Indemnification Agreement (“Agreement”) is made as of October 1, 2015 by and between CH2M HILL Companies, Ltd., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FROM WHOM TRANSFERREDCh2m Hill Companies LTD • September 7th, 1999 • Services-engineering services
This certificate and the shares represented by it may not be sold, transferred, given, devised, bequeathed, assigned, pledged or in any way alienated except pursuant to shareholders agreements and the bylaws of this corporation. This certificate and the shares represented by it must be sold or transferred in whole or in part under certain defined circumstances pursuant to such agreements and bylaws. A copy of such agreements and bylaws is available for inspection at the executive office of the corporation, Greenwood Village, Colorado.
CH2M HILL COMPANIES, LTD. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • November 4th, 2015 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and CH2M HILL Companies, Ltd. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
EXHIBIT 10.24 CH2M HILL COMPANIES, LTD. DEFERRED COMPENSATION TRUST AGREEMENTTrust Agreement • March 20th, 2001 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • November 4th, 2008 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT is executed to be effective as of the 1st day of July, 2008 (“Effective Date”), by and between CH2M HILL Companies, Ltd., an Oregon corporation (“CH2M HILL”), and Mark A. Lasswell (“Executive”).
FORM OFCh2m Hill Companies LTD • March 15th, 1999 • Services-management services • Colorado
AWARD/CONTRACT 1.THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGE UNDER DPAS (15 CFR 350) N/A. 1Performance Agreement • March 29th, 2000 • Ch2m Hill Companies LTD • Services-engineering services
SECTION 1 ESTABLISHMENT OF TRUSTTrust Under • March 20th, 2001 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
AGREEMENT AND PLAN OF MERGER amongAgreement and Plan of Merger • August 2nd, 2017 • Ch2m Hill Companies LTD • Services-engineering services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 1, 2017 (this “Agreement”), is entered into by and among Jacobs Engineering Group Inc., a Delaware corporation (“Parent”), Basketball Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and CH2M HILL Companies, Ltd., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
FORM OFCh2m Hill Companies LTD • March 15th, 1999 • Services-management services • Colorado
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 19, 2012 among CH2M HILL COMPANIES, LTD., CH2M HILL, INC. OPERATIONS MANAGEMENT INTERNATIONAL, INC. CH2M HILL ENGINEERS, INC. CH2M HILL GLOBAL, INC. CH2M HILL CONSTRUCTORS, INC. CH2M HILL ENERGY,...Ch2m Constructors • August 9th, 2012 • Ch2m Hill Companies LTD • Services-engineering services • New York
This CREDIT AGREEMENT, dated as of April 19, 2012, is entered among 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”), and CH2M HILL ENERGY, LTD., a Delaware corporation (“CH2M Energy,” 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 hereto (for purposes of Section 10.15), the several financial institutions party to this Agreement as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its separate capacities as Swing Line Lender and as Administrative Agent on behalf and for the benefit of the Credi
TRUST UNDER CH2M HILL COMPANIES, LTD. 2002 AFTER-TAX DEFERRED COMPENSATION PLANCh2m Hill Companies LTD • March 29th, 2002 • Services-engineering services • Colorado
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 2nd, 2017 • Ch2m Hill Companies LTD • Services-engineering services • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), is dated as of August 1, 2017, by and among Jacobs Engineering Group, Inc., a Delaware corporation (“Parent”), Basketball Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the stockholder of CH2M HILL Companies, Ltd. (the “Company”) listed on the signature pages hereto (the “Stockholder”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
RETIREMENT TRANSITION AGREEMENTRetirement Transition Agreement • September 11th, 2014 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
This Retirement Transition Agreement (“Agreement”) is made between CH2M HILL Companies, Ltd. (“CH2M HILL”) and Lee A. McIntire (“Mr. McIntire”) to outline the terms and conditions of Mr. McIntire’s retirement transition from CH2M HILL. CH2M HILL together with its subsidiaries and affiliated corporations, joint ventures, and businesses are sometimes referred to collectively in this Agreement as “CH2M HILL.”
ASSET PURCHASE AGREEMENT BY AND AMONG J.A. JONES, INC., LOCKWOOD GREENE ENGINEERS, INC., JONES LOCKWOOD GREENE, L.L.C. JONES LG, L.L.C. LOCKWOOD GREENE SYSTEMS CORPORATION LOCKWOOD GREENE E&C, L.L.C. LOCKWOOD GREENE—PUERTO RICO, INC. LOCKWOOD GREENE...Asset Purchase Agreement • December 29th, 2003 • Ch2m Hill Companies LTD • Services-engineering services • New York
THIS ASSET PURCHASE AGREEMENT (together with all Schedules and Exhibits, this "Agreement"), dated as of November , 2003, is entered into by and among J.A. Jones, Inc., a Delaware corporation (the "Parent"), Lockwood Greene Engineers, Inc., a Massachusetts corporation ("LGE"), Jones Lockwood Greene, L.L.C., a North Carolina limited liability company ("Jones Lockwood Greene"), Jones LG, L.L.C., a North Carolina limited liability company ("Jones LG"), Lockwood Greene Systems Corporation, a South Carolina corporation ("LG Systems"), Lockwood Greene E&C, L.L.C., a South Carolina limited liability company ("Lockwood Greene E&C"), and Lockwood Greene-Puerto Rico, Inc., a Puerto Rico corporation ("LG-Puerto Rico"), and Lockwood Greene International, Inc., a South Carolina corporation ("LGI"), (LGE, Jones Lockwood Greene, Jones LG, LG Systems, Lockwood Greene E&C and LG-Puerto Rico and LGI being referred to herein collectively as the "Sellers"), and CH2M HILL Companies, Ltd., an Oregon corporat
INVESTOR RIGHTS AGREEMENT BY AND BETWEENInvestor Rights Agreement • June 24th, 2015 • Ch2m Hill Companies LTD • Services-engineering services • Delaware
This INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of June 24, 2015, by and between CH2M HILL Companies, Ltd., a Delaware corporation (the “Company”), and AP VIII CH2 Holdings, L.P., a Delaware limited partnership (the “Investor”).
Addendum to Amended CH2M HILL Companies, Ltd. Internal Market Brokerage Services AgreementMarket Brokerage Services Agreement • August 8th, 2014 • Ch2m Hill Companies LTD • Services-engineering services
This Addendum, dated as of June 6, 2014, is to the Amended Internal Market Brokerage Services Agreement effective as of July 1, 2006, as amended by the Addendum dated June 23, 2010 and the Addendum dated February 11, 2011 and the Addendum dated June 21, 2012 (the “Agreement”), by and between NEIDEGER, TUCKER, BRUNER, INC., a Colorado corporation, a registered broker-dealer, and a member of NASD (“NTB”), and CH2M HILL COMPANIES, LTD., formerly an Oregon corporation, but now organized under the laws of Delaware (“CH2M HILL”).
DATED 24 SEPTEMBER 2011 CH2M HILL COMPANIES, LTD - and - HALCROW HOLDINGS LIMITED IMPLEMENTATION AGREEMENT H5139/00026 Ref: C1NE/FTG/2476223.16 Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FGImplementation Agreement • November 8th, 2011 • Ch2m Hill Companies LTD • Services-engineering services
Latest date for posting of cheques and despatch of CH2M HILL Share certificates and Loan Note certificates in respect of consideration due under the Scheme 24 November 2011
FIRST AMENDMENT TO $125,000,000 SENIOR UNSECURED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 24th, 2004 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
This Amendment (this "Amendment"), dated as of December 5, 2003, is made by and among CH2M HILL COMPANIES, LTD., an Oregon corporation, CH2M HILL, INC., a Florida corporation, OPERATIONS MANAGEMENT INTERNATIONAL, INC., a California corporation, and CH2M HILL INDUSTRIAL DESIGN & CONSTRUCTION, INC., an Oregon corporation (each, a "Borrower" and collectively, the "Borrowers"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, THE BANK OF TOKYO-MITSUBISHI, LTD., BANK OF AMERICA, N.A. and THE NORTHERN TRUST COMPANY (each a "Lender" and collectively, the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION in its capacity as the Issuing Bank and in its capacity as agent for itself and the other Lenders and in its capacity as lead arranger.
CHANGE OF CONTROL AGREEMENTControl Agreement • November 9th, 2010 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
THIS CHANGE OF CONTROL AGREEMENT is executed to be effective as of the 1st day of July, 2010 ("Effective Date"), by and between CH2M HILL Companies, Ltd., an Oregon corporation ("CH2M HILL"), and ("Executive").
FOURTH AMENDMENT TO SENIOR UNSECURED REVOLVING CREDIT AGREEMENTParticipation Agreement • March 26th, 2003 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
This Fourth Amendment to Senior Unsecured Revolving Credit Agreement ("Fourth Amendment") is entered into as of the 28th day of March, 2002, by and between WELLS FARGO BANK, N.A., for its own benefit as a Lender (in that capacity sometimes referred to as "Wells Fargo"), as the Issuing Bank, and, as agent for the benefit of the present and future Lenders (in that capacity "Agent"), HARRIS TRUST AND SAVINGS BANK, as a Lender, U.S. BANK NATIONAL ASSOCIATION, as a Lender, THE BANK OF TOKYO-MITSUBISHI, LTD., as a Lender, and BANK OF AMERICA, N.A., as a Lender (collectively, the "Lenders") and CH2M HILL COMPANIES, LTD., an Oregon corporation, as a Borrower, CH2M HILL, INC., a Florida corporation, as a Borrower, OPERATIONS MANAGEMENT INTERNATIONAL, INC., a California corporation, as a Borrower and CH2M HILL INDUSTRIAL DESIGN CORPORATION, an Oregon corporation, as a Borrower (collectively, the "Borrowers").
RESIGNATION, WAIVER AND GENERAL RELEASE & MUTUAL NON-DISPARAGMENT AGREEMENT February 6, 2014Non-Disparagment Agreement • February 20th, 2014 • Ch2m Hill Companies LTD • Services-engineering services
This Resignation, Waiver and General Release and Mutual Non-Disparagement Agreement (“Agreement”) is made between CH2M HILL Companies, Ltd. (hereinafter “the Company”) and Michael Anthony Lucki (“Mr. Lucki”), GEN Number AAB00219653, regarding Mr. Lucki’s resignation from employment with the Company. The terms of the resignation are as follows:
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 3rd, 2017 • Ch2m Hill Companies LTD • Services-engineering services • New York
This INTERCREDITOR AGREEMENT, dated as of April 28, 2017, is entered into among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as First Lien Agent (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Agent (as defined below), 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”), and CHVENG, LLC (formerly known as CH2M HILL ENERGY, LTD.), a Delaware 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 Subsidiaries of any Borrower party hereto from time to time (the “Subsi
RETIREMENT TRANSITION AGREEMENTRetirement Transition Agreement • May 10th, 2012 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
This Retirement Transition Agreement (“Agreement”) is made between CH2M HILL Companies, Ltd. (“CH2M HILL”) and Nancy R. Tuor (“Mrs. Tuor”) to outline the terms and conditions of Mrs. Tuor’s retirement transition from CH2M HILL. CH2M HILL together with its subsidiaries and affiliated corporations, joint ventures, and businesses are sometimes referred to collectively in this Agreement as “CH2M HILL.”
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,...Credit Agreement • May 9th, 2014 • Ch2m Hill Companies LTD • Services-engineering services • New York
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”), 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”), and CHVENG, LLC (formerly known as CH2M HILL ENERGY, LTD.), a Delaware 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 hereto (for purposes of Section 10.15), the several financial institutions party to this Agreement as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its separate capacities as Swing Line Lender a
and the Guarantors party hereto 10% Senior Second Lien Notes due 2020 INDENTURE Dated as of April 28, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Secured Notes Collateral AgentCh2m Hill • May 3rd, 2017 • Ch2m Hill Companies LTD • Services-engineering services • New York
INDENTURE, dated as of April 28, 2017, as amended or supplemented from time to time (this “Indenture”), among CH2M HILL COMPANIES, LTD., a corporation incorporated under the laws of the State of Delaware (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Secured Notes Collateral Agent”).
Re: Business Combination between VECO Corporation and CH2M HILL Companies, Ltd. Ladies and Gentlemen:Ch2m Hill Companies LTD • August 7th, 2007 • Services-engineering services • Delaware
This letter (the “Term Sheet”) is intended to set forth the essential terms with respect to the Transaction upon which we agree and which will form the basis of our negotiations of a definitive agreement.
SENIOR UNSECURED REVOLVING CREDIT AGREEMENT dated as of September 29, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION, Agent and ArrangerCh2m Hill Companies • November 6th, 2006 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
This Agreement, dated as of September 29, 2006, is entered into by and among CH2M HILL COMPANIES, LTD., an Oregon corporation, CH2M HILL, INC., a Florida corporation, OPERATIONS MANAGEMENT INTERNATIONAL, INC., a California corporation, CH2M HILL INDUSTRIAL DESIGN & CONSTRUCTION, INC., an Oregon corporation, LOCKWOOD GREENE, INC., a Delaware corporation and CH2M HILL CONSTRUCTORS, INC., a Delaware corporation (each a “Borrower,” and collectively, the “Borrowers”), the Lenders from time to time party hereto, each in its capacity as a Lender and in its capacity as an Issuing Bank, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as a Lender, in its capacity as an Issuing Bank, in its capacity as agent for itself and the other Lenders and in its capacity as arranger. The parties agree as follows:
Addendum to Amended CH2M HILL Companies, Ltd. Internal Market Brokerage Services AgreementMarket Brokerage Services Agreement • August 9th, 2012 • Ch2m Hill Companies LTD • Services-engineering services
This Addendum, dated as of June 21, 2012, is to the Amended Internal Market Brokerage Services Agreement effective as of July 1, 2006, as amended by the Addendum dated June 23, 2010 and the Addendum dated February 11, 2011 (the “Agreement”), by and between NEIDEGER, TUCKER, BRUNER, INC., a Colorado corporation, a registered broker-dealer, and a member of NASD (“NTB”), and CH2M HILL COMPANIES, LTD., formerly an Oregon corporation, but now organized under the laws of Delaware (“CH2M HILL”).
TRANSITION ARRANGEMENTS AGREEMENTTransition Arrangements Agreement • November 4th, 2008 • Ch2m Hill Companies LTD • Services-engineering services • Colorado
THIS AGREEMENT (the “Agreement”), executed to be effective as of September 17, 2008 (the “Effective Date”), by and between CH2M HILL Companies, Ltd. (“CH2M HILL”) and Mr. Ralph R. Peterson (the “Executive”). CH2M HILL and the Executive shall hereafter be referred to as “Parties” and each a “Party”.
SUBSCRIPTION AGREEMENT BY AND BETWEEN CH2M HILL COMPANIES, LTD. AND AP VIII CH2 HOLDINGS, L.P. Dated as of May 27, 2015Subscription Agreement • May 28th, 2015 • Ch2m Hill Companies LTD • Services-engineering services • Delaware
This SUBSCRIPTION AGREEMENT dated as of May 27, 2015 (this “Agreement”) is between CH2M HILL Companies, Ltd., a Delaware corporation (the “Company”) and AP VIII CH2 Holdings, L.P., a Delaware limited partnership (the “Investor”). Capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A.
AGREEMENT OF PURCHASE AND SALE CH2M Hill Office CampusAgreement of Purchase and Sale • September 27th, 2007 • Ch2m Hill Companies LTD • Services-engineering services
This memorandum of lease (the “Memo”), as of September , 2007, is by and between Wells REIT II — South Jamaica Street, LLC, a Delaware limited liability company (“Landlord”) and CH2M HILL, Inc., a Florida corporation (“Tenant”).
