EXHIBIT 10.16
CH2M HILL COMPANIES
ASSIGNMENT AND ACCEPTANCE
Reference is made to the $100,000,000 Senior Unsecured Revolving Credit
Agreement ("Credit Agreement") by and between CH2M Hill Companies, Ltd., an
Oregon corporation, CH2M Hill, Inc., a Florida corporation, Operations
Management International, Inc., a Delaware corporation, and CH2M Hill
Industrial Design Corporation, an Oregon corporation, (each a "Borrower" and
collectively, "Borrowers"), the Lenders (as defined in the Credit Agreement),
and Xxxxx Fargo Bank, National Association, as agent for itself and the other
Lenders (in such capacity, the "Agent") which is dated as of June 18, 1999 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement are used herein with the
same meaning.
The undersigned "Assignor" and the "Assignee" agree as follows:
1. The Assignor hereby sells and assigns to the Assignee, the Assignee
hereby purchases and assumes from the Assignor, an interest in and to
the Assignor's rights and obligations under the Credit Agreement as of
the date hereof equal to the percentage interest specified on Schedule 1
hereto (which is incorporated herein by reference) of all outstanding
rights and obligations under the Credit Agreement. After giving effect
to such sale and assignment, the Assignee's Commitment and the amount of
the Advances owing to the Assignee will be as set forth on Schedule 1
hereto.
2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and such
interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection
with the Credit Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection
or priority of any lien or security interest created or purported to be
created under or in connection with, the Credit Documents or any other
instrument or document furnished pursuant thereto; (iii) makes no
representation or warranty and assumes no responsibility with respect to
the financial condition of the Borrowers and their Subsidiaries or the
performance or observance by the Borrowers or any of their Subsidiaries
of any of its obligations under any Credit Document or any other
instrument or document furnished pursuant hereto; and (iv) attaches the
Note or Notes held by the Assignor and requests that the Agent exchange
such Note or Notes for a new Note of Notes payable (a) to the order of
the Assignee in an amount equal to the Commitment assumed and portion of
the Loan acquired (as applicable) by the Assignee pursuant hereto, and
(b) to the extent that any Commitment or portion of the Loan has been
retained by the Assignor, to the order of the Assignor in an amount equal
to the Commitment and portion of the Loan retained (as applicable) by the
Assignor under the Credit Agreement, in each case as specified on
Schedule 1 hereto.
3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to
in Section 9.3 thereof and such other documents and information as it has
deemed appropriate to make it own credit analysis and decision to enter
into this Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon the Agent, the Assignor or any
other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement; (iii) appoints
and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under the Credit Documents as are
delegated to the Agent by the terms thereof, together with such powers
and discretion as are reasonably incidental thereto; and (iv) agrees that
it will perform in accordance with their terms all of the obligations
that by the terms of the Credit Agreement are required to be performed
by it as a Lender.
4. Following the execution of this Assignment and Acceptance, it will
be delivered to the Agent for acceptance and recording by the Agent along
with the processing and recordation fee required to be paid by the
Assignee under the Credit Agreement. The effective date for this
Assignment and Acceptance (the "Effective Date") shall be the date of
acceptance hereof by the Agent, unless otherwise specified on Schedule 1
hereto.
5. Upon such acceptance and recording by the Agent, as of the Effective
Date, (i) the Assignee shall be a party to the Credit Agreement and, to
the extent provided in this Assignment and Acceptance, have the rights
and obligations of the Lender thereunder and (ii) the Assignor shall, to
the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement.
6. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Credit
Agreement and the Notes in respect of the interest assigned hereby
(including, without limitation, all payments or principal, interest and
fees with respect thereto) to the Assignee. The Assignor and Assignee
shall make any and all appropriate adjustments in payments under the
Credit Agreement and the Notes for periods prior to the Effective Date
directly between themselves.
7. This Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of Colorado.
8. This Assignment and Acceptance may be executed in any number of
counterparts and by difference parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of Schedule 1 to this Assignment and
Acceptance by telecopier shall be effective as delivery of a manually
executed counterpart of this Assignment and Acceptance.
Executed as of the 30th day of September , 2000.
ASSIGNOR:
UNION BANK OF CALIFORNIA, N.A.
By:_______________________________
Name:_____________________________
Title:____________________________
ASSIGNEE:
THE BANK OF TOKYO MITSUBISHI, Ltd.
By:_______________________________
Name:_____________________________
Title:_____________________________
Address:
___________________________________
___________________________________
___________________________________
The foregoing Assignment and Acceptance is accepted this 30th day of
September, 2000.
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Agent
By:_______________________________________
Name:_____________________________________
Title:____________________________________
The foregoing Assignment and Acceptance is approved this 30th day
September, 2000.
CH2M HILL COMPANIES, LTD.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
CH2M HILL, INC.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
OPERATIONS MANAGEMENT INTERNATIONAL, INC.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
CH2M HILL INDUSTRIAL DESIGN CORPORATION
By:_______________________________________
Name:_____________________________________
Title:____________________________________
SCHEDULE 1
To
ASSIGNMENT AND ACCEPTANCE
Percentage interest assigned: 20%
_____________
Assignee's Commitment $20,000,000
_____________
Aggregate outstanding principal amount of
Revolving Credit
Loans assigned: _____________
Aggregate outstanding principal amount of Swing
Line Loans
Assigned: 0%
_____________
Principal amount of Revolving Credit Note
payable to Assignee: _____________
Principal amount of Revolving Credit Note
Payable to Assignor: _____________
Principal amount of Swing Line Note payable
to Assignee: $0
_____________
Principal amount of Swing Line Note payable
to Assignor: $0
_____________
Effective Date (if other than date of
acceptance of Agent): _____________
