Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of  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 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 together with the Parent, CH2M Inc., OMI, CH2M Engineers, 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 defined below) party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”).  Capitalized terms used herein and not otherwise 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 from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Second Amended 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 “First Amendment”), the Second Amendment to Credit Agreement dated as of March 30, 2015 (the “Second Amendment”), 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 “Credit Agreement”);

WHEREAS, the amendments to the Original Credit Agreement under Section 1.1 of this Amendment are set forth on pages of a version of the Credit Agreement, excluding the Schedules and Exhibits thereto, which consolidates the Second A/R Credit Agreement with the First Amendment, the Second Amendment, and the Consent (the “Consolidated Original Credit Agreement”) attached as Exhibit A1 to this Amendment and, in accordance with Section 10.01 of the Original Credit Agreement, the Loan Parties have requested that the Required Lenders approve the amendments to the Original Credit Agreement under Section 1.1 of this Amendment;

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 this Amendment and, in accordance with Section 10.01 of the Original Credit Agreement, the Loan Parties and the Administrative Agent have requested that each Lender approve the amendments to the Original Credit Agreement under Section 1.2 of this Amendment; and

WHEREAS, the amendments to the Original Credit Agreement under this Amendment shall only be made 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 and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS 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 manner as the following example:  stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example:  double-underlined text) as set forth in the pages of the Consolidated Original Credit Agreement attached as Exhibit A1 to this Amendment and (b) the Schedules and Exhibits to the Original Credit 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 the Amendment Effective Date (as defined below), then from and after the Amendment Effective Date (as defined below), in addition to the amendments set forth in Section 1.1 of this Amendment, the Original Credit Agreement is amended to delete the stricken text (indicated textually in the same manner as the following example:  stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example:  double-underlined text) as set forth in the pages of the Further Consolidated Original Credit Agreement attached as Exhibit A2 to this Amendment.  If the conditions set forth in Section 2.2 of this Amendment 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 the Second 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 forth above (the “Amendment Effective Date”) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a)        Executed Documents.  The Administrative Agent shall have received a copy of (i) this Amendment duly executed by each of the Loan Parties, the Required Lenders and the Administrative Agent and (ii) the Collateral Agreement (as defined in Exhibit A1 or A2 hereto as applicable) duly executed 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 of the Organizational Documents of such Loan Party then in full force and effect, (2) true and complete copies of the resolutions then in full force and effect adopted by the board of directors of such Loan Party authorizing and ratifying the execution, delivery and performance by such Loan Party of this Amendment and the Collateral Agreement, (3) a certificate of good standing from the secretary of state of the state under whose laws such Loan Party was incorporated, (B) the name(s) of the Responsible Persons 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

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

(c)        Legal Opinion.  The Administrative Agent shall have received an opinion or opinions of counsel for the Loan Parties, dated the Amendment Effective Date and addressed to the Administrative 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 applicable jurisdictions listed on Schedule 10 of the Collateral Agreement, (B) the filing of the Copyright Security Agreement (as defined in the Collateral Agreement) with the United States Copyright Office (as defined in the Collateral Agreement), and (C) the filings of the Patent Security Agreement (as defined in the Collateral Agreement) and the Trademark Security Agreement (as defined in the Collateral Agreement) with the PTO (as defined in the Collateral Agreement), in each 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 certificates evidencing 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 the registered 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 property matters), in form and substance reasonably satisfactory thereto, made against the Loan Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction listed on Schedule 10 of the Collateral Agreement, indicating among other things that the assets of each such Loan Party constituting Collateral (as defined in the Collateral Agreement) 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 the investment 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 Apollo Documents then in full force and effect.

(f)         Fees and Expenses. 

(i)        The Administrative Agent shall have received from the Borrowers, for the account of each Lender that executes and delivers a signature page to the Administrative Agent by 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 the estimated 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

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

(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 to the 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 conditions set forth in Section 2.1 of this Amendment shall have been satisfied and (b) the Administrative Agent shall have received a copy of this Amendment duly executed by each of the Loan Parties, each of the Lenders and the Administrative Agent, in each case on or before the Amendment Effective Date. 

ARTICLE III

RELEASES

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 description arising 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 or unliquidated, fixed or contingent, direct or indirect, which any Loan Party ever had or now has or may claim to have against any of the Released Parties arising out of or in any way related to the Credit Agreement, the other Loan 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 forever discharged 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 date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect, 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 related document 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 Credit Agreement in each of the Loan Documents shall hereafter mean the Original Credit Agreement including the Exhibits and Schedules thereto as amended by this Amendment.  Except as specifically amended hereby or otherwise agreed, the Original Credit Agreement including such Exhibits and Schedules is hereby ratified and confirmed 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 and warrants as follows:

(a)        It has taken all necessary corporate and other organizational action to authorize the execution, 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 as enforcement thereof may be limited by Bankruptcy Laws or other applicable Laws affecting the enforcement 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 date hereof and the approvals, consents, exemptions, authorizations, actions, notices and filings set forth in the Collateral Agreement) or any other Person is required in connection with the execution, delivery or performance 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 such materiality qualifier will not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof) as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they will be true and correct in all material respects (except that such materiality qualifier will not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof) as of such earlier date, and except the representations and warranties contained in Section 5.10 of the Original Credit Agreement as amended by this Amendment will be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Original Credit Agreement as 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 by this 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 Credit Agreement as so amended applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations.

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

4.5        Further Assurances.  The Loan Parties agree to promptly take such action, upon the request of the 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 agreement among 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 different parties hereto in different counterparts), each of which when so executed and delivered will constitute an original, but all of which when taken together will constitute a single contract.  Delivery of an

executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and 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 hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Original Credit Agreement on or prior to the date hereof. 

4.9        GOVERNING LAW.    THIS AMENDMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW 5-1401 AND 5-1402.

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

BORROWERS:

SUBSIDIARY GUARANTORS:

ADMINISTRATIVE AGENT:

LENDERS:

BNP PARIBAS

BANK OF THE WEST

JPMORGAN CHASE BANK, N.A.

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

BANK OF AMERICA, N.A.

BMO HARRIS N.A.

CITIZENS BANK, N.A.

THE NORTHERN TRUST COMPANY

HSBC BANK USA, N.A.

U.S. BANK NATIONAL ASSOCIATION

EXHIBIT A1

Pages of Consolidated Original Credit Agreement

(as amended by Section 1.1 of this Amendment)

See attached.

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, LLC

as 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 LLCJPMORGAN BANK, N.A.
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as Joint Lead Arrangers and Joint Book Runners

TABLE OF CONTENTS

SCHEDULES

2.01             Aggregate Outstanding Principal Amounts as of the Closing Date

2.02             Lenders; Commitments; Percentage Shares

2.03             Issuer Sublimits

5.05             Litigation

5.06(a)        Pension Plans

5.06(c)        Departures from Pension Funding Rules

5.06(d)        Pension Plans and Multiemployer Plans

5.08             Environmental

7.01             Existing Liens

7.02             Existing Investments

7.03             Existing Indebtedness

10.02           Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

A                 Form of Assignment and Assumption

B                 Form of Compliance Certificate1

C                 Form of Joinder Agreement

D                 Form of Loan Notice

E-1              Form of Revolving Loan Note

E-2              Form of Swing Line Loan Note

F                  Form of Swing Line Loan Notice

G                 Form of Bank Product Provider Notice

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

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”), 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 and as Administrative Agent on behalf and for the benefit of the Credit Group.  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 not intended to, and will not, act as a novation of the indebtedness, liabilities and other obligations (including any obligations under each Subsidiary Guaranty) thereunder.

RECITALS

A.The Borrowers, as borrowers, have entered into the Original Credit Agreement with the lenders party thereto (collectively, the “Existing Lenders”), and Wells Fargo in its separate capacities as the Swing Line Lender and an L/C Issuer and as the Administrative Agent on behalf and for the benefit of the other Lenders (as such terms are defined in the Original Credit Agreement) pursuant to which the Existing Lenders have extended and made available to the Borrowers a revolving credit facility in the aggregate principal amount of up to $900,000,000 outstanding at any one time, including a $300,000,000 sub-limit for alternative currency borrowings, 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 Original Credit Agreement and to amend the Original Credit Agreement in certain other respects, and, as so amended, to restate the Original Credit Agreement in its entirety along with the other Loan Documents (as such term is defined in the Original Credit Agreement, and referred to herein for purposes of this Agreement as the “Original Credit Documents”) executed or delivered pursuant to or otherwise existing in support of the Original Credit Agreement.

C.The Lending Parties have agreed to so increase and restructure the credit facility provided under the Original Credit Agreement and to make such Loans and other Credit Extensions available to the Borrowers, for the Borrowers’ benefit and on behalf and for the benefit of the Guarantors, each of which is a direct or indirect wholly owned Subsidiary of the Borrowers, and to amend and restate the Original Credit Agreement and the other Original Credit Documents, but only on the terms and provisions herein, and subject to the 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 as a Lender but in its separate capacities as L/C Issuer, as Agent for itself and the other Lenders that, except as hereinafter expressly provided, the extensions of credit outstanding under the Original Credit Agreement will not be deemed to be repaid or terminated upon the effectiveness of this Agreement, but will continue to remain outstanding and will be due and payable at the time and in the manner provided by this Agreement, including Section 2.01.

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 hereby acknowledged), 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:

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

“2015 Payment Period” 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) any business unit or division of another Person, (b) the acquisition by any Person of Equity Interests of any other Person resulting in the acquiring Person having the ability to Control the acquired Person, or otherwise causing any other Person to become a Subsidiary of such Person or (c) a merger or consolidation, or any other combination, of any Person with another Person (other than a Person that is a wholly-owned Subsidiary) in which any Borrower or a Subsidiary of any Borrower is the surviving Person.  For the avoidance of doubt, the formation of any Joint Venture, or the acquisition of any interest in any Joint Venture, shall not be deemed to constitute an “Acquisition”.

“Additional Alternative Currency”  has the meaning given such term in Section 1.02(l).

“Additional Commitment Documentation”  has the meaning given such term in Section 2.15(c).

“Additional Commitments Effective Date”  has the meaning given such term in Section 2.15(b).

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

“Additional Lender”  means, at any time, each applicable Lender, Eligible Assignee or other Person who 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 Revolving Credit Commitments.

“Additional Transaction Condition” means, with respect to any applicable Investment or Restricted Payment, the ability of the Borrowers to demonstrate that the aggregate amount of Specified EBITDA Add-backs during the four (4) Fiscal Periods most recently ended prior to such transaction for which the Parent has delivered financial statements pursuant to Section 6.01(a) or 6.01(b) did not exceed 10% of Consolidated Adjusted EBITDA during such period.

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

“Administrative Agent’s Office”  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 time notify the Borrowers and each Lending Party.

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

“Administrative Detail Form”  means an administrative detail form in a form supplied by, or otherwise 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 one or 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 Benefit Plan).

“Aggregate Commitments” means Aggregate Revolving Credit Commitments.

“Aggregate Outstanding Principal Amount” has the meaning given such term in Section 2.01.

“Aggregate Revolving Credit Commitments”  means, at any time, the combined Revolving Credit Commitments of all Lenders.  The Aggregate Revolving Credit Commitments as of the ClosingThird Amendment Effective Date are $1,100,000,000.925,000,000. 

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

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

“Alternative Currency Available 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 an Alternative Currency and (ii) the Dollar Equivalent of the aggregate of all L/C Obligations then outstanding in respect 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 the Bank Secrecy Act, and the applicable Laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing Applicable Laws may from time to time be amended, renewed, extended, or replaced).

“Applicable Rate” means, (a) at all times during the Interim Period, 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 requires and as otherwise provided in this Agreement, the applicable rate percentage 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 Administrative Agent, in its Reasonable Discretion, as of the end of the most recent Fiscal Period for which the Borrowers have furnished a Compliance Certificate to Administrative Agent and the Lenders pursuant to Section 6.01(c):Section 2.09(d), upon the

corresponding Consolidated Leverage 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 Certificate to Administrative Agent and the Lenders pursuant to Section 6.01(c):

; 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 requires and as otherwise provided in this Agreement, the applicable rate percentage 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 Administrative Agent, in its Reasonable Discretion, as of the end of the most recent Fiscal Period for which the Borrowers have furnished a Compliance Certificate to Administrative Agent and the Lenders pursuant to Section 6.01(c):

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). 

“Applicable Time”  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 by Administrative Agent to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a 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 Paribas Securities Corporation, J.P. Morgan Securities LLCJPMorgan Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as the joint lead arrangers, syndication agents and joint book runners for the transactions contemplated by the Loan Documents.

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

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

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

“Australian Dollars”  means the lawful currency of Australia.

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

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

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

“Availability Period” means the period from the Closing Date to the date which is five Business Days prior to the Revolving Credit Maturity Date.

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

“Bank Product” means any of the following products, services or facilities extended by any Bank Product Provider: (a) Cash Management Services extended to any Borrower (either for itself or, with the Administrative Borrower’s prior consent, for one or more of its Subsidiaries); (b) products under any Hedging Agreement entered into with any Borrower (either for itself or, with the Administrative Borrower’s prior consent, for one or more of its Subsidiaries); (c) up to $50,000,000 of letters of credit and bank guarantees (other than any Credit issued hereunder) the account party of which is any Borrower or a Subsidiary (provided that any Borrower has guaranteed or is a primary obligor with respect to such Subsidiary’s letters of credit or bank guarantees), and (d) commercial credit card, purchase card and merchant card services extended to any Borrower (either for itself or, with the Administrative Borrower’s prior consent, for one or more of its Subsidiaries); provided, however, that for any of the foregoing to be included 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 Administrative Agent and the Administrative Borrower setting forth the information required clause (a)(i)(A) of the proviso 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 the Administrative Borrower setting forth the information required under clause (a)(i)(B) of the proviso to the definition of Obligations.

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

“Bank Product Amount” has the meaning set forth in the definition of Obligations.

“Bank Product Debt” means the Indebtedness and other payment obligations of any Borrower relating to Bank Products.

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

“Bank Product Provider Notice” means a notice substantially in the form of Exhibit G.

“Bank Undertaking”  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 depends upon the presentation of specified documents and not upon non-documentary conditions or resolution of any questions of fact or law, issued hereunder pursuant to Section 2.04.  Bank Undertakings may be issued in Dollars or an Alternative Currency as permitted by this Agreement.

“Bankruptcy Code”  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 jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Base Rate”  means, for any day, the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate for such day plus one-half of one percent (0.50%) and (c) the One Month LIBOR Rate for such 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 other Obligation bearing interest at the Base Rate, a rate per annum equal to the quotient (rounded, if necessary to the nearest 1/100th of one percent (0.01%)) of (i) the rate per annum referred to as the LIBOR RATE as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) on Reuters LIBOR page 1, or if not reported by Reuters, as reported by any service selected by Administrative Agent on the applicable day (provided that if such day is not a Business Day for which a LIBOR Rate is quoted, the next preceding Business Day for which a LIBOR Rate is quoted) at approximately 11:00 a.m., London time (or as soon thereafter as practicable), for Dollar deposits being delivered in the London interbank 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 not available as provided in clause (i) of the preceding sentence, the rate to be used in clause (i) will be, at Administrative 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 London interbank eurodollar currency market or (2) the rate at which Dollar deposits are offered to Administrative Agent in, or by Wells Fargo to major banks in, any offshore interbank eurodollar market selected by Administrative Agent, in each case on the applicable day (provided that if such day is not a Business Day for which Dollar deposits are offered to Administrative Agent in the London interbank eurodollar currency market, the next preceding Business Day for which Dollar deposits are offered to Administrative Agent in the London interbank eurodollar currency market) at approximately 11:00 a.m., London time (or as soon thereafter as practicable) (for delivery on such date of determination) for a one month term.  Each determination by Administrative Agent pursuant to this definition will be conclusive absent manifest error.

“Base Rate Loan”  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 may require.

“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 commercial banks are authorized to close under the Laws of, or are in fact closed in, New York, New York or the city and state 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 in Dollars or as to any Base Rate Loan, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurodollar Rate Loan, or any other dealings in Dollars to be carried out pursuant to

this Agreement in respect of any such Eurodollar Rate Loan, means any such day on which dealings in deposits in 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 in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurodollar Rate Loan or Bid Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such 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 a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

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

“Canadian Dollars”  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 the benefit of Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), Cash or, if L/C Issuer or Swing Line Lender benefitting from such collateral will agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) Administrative Agent and (b) L/C Issuer or Swing Line Lender (as applicable).  “Cash Collateral”  will have a meaning correlative to the foregoing and will include the proceeds of such cash collateral and other credit support.

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

“Cash Equivalents”  means, as to any Person, any of the following: (a) readily marketable obligations issued 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 maturities of not more than 360 days from the date of acquisition; (b) domestic and Eurodollar certificates of deposit, time or demand deposits or bankers’ acceptances maturing within 180 days after the date of acquisition issued or guaranteed by or placed with, and money market deposit accounts issued or offered by any Lender or by any nationally or state chartered commercial bank or any branch or agency of a foreign bank licensed to conduct business in the United States having combined capital and surplus 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 by Moody’s; (c) fully collateralized repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) of this definition entered into with any bank meeting the qualifications specified in clause (d) of this definition; (d) commercial paper issued by the parent corporation of any Lender or any commercial bank (provided that the parent corporation and the bank are both incorporated in the United States) having capital and surplus in excess of $250,000,000 and commercial paper issued by any Person incorporated in the

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

“Change in 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 from any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory 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 in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (iii) the making or issuance of any request, guideline or directive (whether or not having 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 automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services and all other treasury and cash management services.

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

“CFC Debt” means intercompany loans, Indebtedness or receivables owed or treated as owed by one or more Foreign Subsidiaries.

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

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

“Closing Date”  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 granted pursuant to the Security Documents.

“Collateral Agreement” means the Security Agreement, dated as of the Third Amendment Effective Date, executed by the Loan Parties in favor of the Administrative Agent, for the ratable benefit of 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 to Swing Line Lender, Swing Line Lender’s Swing Line Commitment.

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

“Compliance Certificate” 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 and its Subsidiaries in accordance with GAAP.

“Consolidated Adjusted EBITDA”  means, as calculated for the Parent and its Subsidiaries on a Consolidated basis for any period, Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income (without duplication), in each case calculated for such period: (i) Consolidated Interest Expense, (ii) all amounts treated as expenses for such period for depreciation and the amortization of intangibles of any kind, (iii) all Federal, state, local and foreign taxes on or measured by income 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) all expenses 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 estimateestimated project losses (including non-extraordinary items), (viprovided, that, the amount of non-cash project losses incurred after June 24, 2016 that 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) cash restructuring charges incurred during the Fiscal Year endingended December 31, 2014 or the Fiscal Year endingended December 31,25, 2015 in an aggregate amount not to exceed (A1) with respect to the Fiscal Year endingended December 31, 2014, $80,000,000 and (B2) with respect to the Fiscal Year endingended December 31,25, 2015, $40,000,000 plus an amount equal to the amount, if any, by which such cash restructuring charges in the Fiscal Year endingended 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 to exceed $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 an aggregate 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 related to (A) extraordinary gains or (B) non-recurring gains.; plus (c) the

amount, not to exceed $178,000,000 in the aggregate, of cash payments deducted from Consolidated Net Income pursuant to clause (b)(i) above and other amounts deducted from Consolidated Net Income pursuant to clause (b)(ii) above, in each case attributable to Inpex and MoPac, for any  Fiscal Period ending before April 1, 2017 in which such payments or other amounts are deducted from Consolidated Net Income pursuant to such clauses (b)(i) and (b)(ii), except that $78,000,000 of such payments or other amounts added back to Consolidated Net Income pursuant to this clause (c) shall be treated as having been 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 net settlement related to the West Deptford Development.

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

“Consolidated Fixed Charge Coverage Ratio”  means, as determined as of the last day of any Fiscal Period, calculated for the Parent and its Subsidiaries on a Consolidated basis for the period consisting of the four consecutive 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 Long Term 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 a Consolidated basis for any period, the sum of (without duplication) (a) all interest, prepayment premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including all commissions, discounts, fees and other charges under letters of credit and similar instruments and all capitalized interest) or in connection with the deferred purchase price of assets during such period, plus (b) the portion of rent expense with respect to such period under Capitalized Leases that is treated as interest in accordance with GAAP, plus (c) dividends accrued on preferred stock, to the extent that such preferred stock is treated as a liability pursuant to GAAP, plus (d) all accrued losses under interest rate Swap Contracts during such period to the extent not included in clause (a) of this definition, minus (e) all accrued gains under interest rate Swap Contracts during such period.

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

“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 Funded Debt as of such date of determination to (b) Consolidated Adjusted EBITDA for the period consisting of the four consecutive Fiscal Periods ending on such date of determination.

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

governmental regulation applicable to such Subsidiary.;  provided, however, that this clause (b) solely as it relates to the Payment Prohibition will not apply in determining whether the income of Halcrow Group Limited and its consolidated Subsidiaries may be included in the calculation of Consolidated Net Income, provided that, 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 in the calculation of Consolidated Net Income for any period consisting of the four consecutive Fiscal Periods 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 Holdings Limited and its Subsidiaries that prohibit one or more of Halcrow Holdings Limited and its Subsidiaries from (i) paying any dividends, making other distributions, or repaying or prepaying any Indebtedness provided to one or more of the Halcrow Entities from time to time by any Borrower or any subsidiary of a Borrower and (ii) making loans or advances or transferring any property or assets to any Borrower or any subsidiary of a Borrower for a period of time.

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

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

“Consolidated Total Funded Debt” means, as of any date of determination, calculated for the Parent and its Subsidiaries on a Consolidated basis, the sum of (without duplication):  (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including all Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, 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 of all Capitalized Leases, plus (d) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (c) of this definition of Persons other than the Parent or any of its Consolidated Subsidiaries, plus (e) all obligations of such Person to purchase, redeem, retire, defease or make other 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 preference plus 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 a corporation or limited liability company) in which the Parent or any of its Consolidated Subsidiaries is a general partner or joint venturer, unless such Indebtedness is expressly made nonrecourse to the Parent or such Subsidiaries; 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 the extent that such obligations are indirect, contingent obligations (other than L/C Obligations and contingent obligations with respect to the undrawn face amount of any Credit) or (3) any Performance Credit, but only to the 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 Amount thereof that is recourse to the Borrowers, determined in accordance with Section 2.04(k), shall be included in the calculation of Consolidated Total Funded Debt.  For the avoidance of doubt, any amount of the face amount of each issued and outstanding Performance Credit that equals or exceeds $20,000,000 will be included in Consolidated Total Funded Debt (including the first dollar of such face amount of such Performance Credit in excess of $20,000,000).

“Contractual Obligation”  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 of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling”  and “Controlled”  have meanings correlative thereto.

“Control Agreement” shall mean an agreement, among a Loan Party, a depository institution or securities intermediary, and Administrative Agent, which agreement is in a form reasonably acceptable to Administrative 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 or securities 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 any Eurodollar Rate Loan (or portion thereof) into a new Eurodollar Rate Loan of a new Interest Period, (c) a conversion of any Base Rate Loan (or portion thereof) into a Eurodollar Rate Loan of a new Interest Period or the conversion of any Eurodollar Rate Loan (or portion thereof) into a Base Rate Loan or (d) an L/C Credit Extension.

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

“Current Portion of Consolidated Long Term Debt”  means, as determined as of the last day of any Fiscal Period, calculated for the Parent and its Subsidiaries on a Consolidated basis, the aggregate principal amount of all Consolidated Total Funded Debt (other than the Obligations hereunder and other than amounts under any bank guarantees, other financial guarantees, and issued and outstanding letters of credit (whether standby or commercial), except to the extent of any drawn or funded amounts under such bank guarantees, other financial guarantees or letters of credit that have not been paid or cash-collateralized) that became due and payable 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.

“Default Rate”  means (a) when used with respect to Obligations other than L/C Fees, a per annum interest rate equal to the sum of (i) the Base Rate, plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans and plus (iii) 2.0% per annum;  provided that, with respect to a Eurodollar Rate Loan, the Default Rate will 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 annum interest 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 by Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans, within three Business Days of the date required to be funded by it hereunder unless (i) such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to its performance of such funding obligations (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied and (ii) such conditions precedent shall not have been satisfied, (b) has notified the Borrowers or Administrative Agent that it does not intend to comply with its funding

obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit (unless (i) such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder, promptly follows the Loan Notice therefor and states that such position is based on such Lender’s determination that a condition precedent to funding such Loan (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public 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 to Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any applicable Bankruptcy Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar 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 such proceeding or appointment; provided that a Lender will not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity 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 any Person (other than such person’s own Equity Interests), including any sale, assignment, transfer, conveyance or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.  The term “Dispose”  has a meaning correlative thereto.  For purposes of clarification, none of the issuance by any Person of Equity Interests in itself (or rights with respect thereto), the granting of a Lien or the assignment of cash or other property or assets to a trustee for a pension scheme or benefit plan shall not be deemed a Disposition by such Person.

 “Disqualified Equity Interest”  means any Equity Interest of any Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof) or upon the happening of any event (a) matures or is mandatorily redeemable in cash pursuant to a sinking fund obligation or otherwise, (b) is redeemable in cash at the option of the holder thereof, or (c) requires or 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 “Disqualified Equity Interest”  will also include any options, warrants or other rights that are convertible into any 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.

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

“Domestic Subsidiary”  means a Subsidiary incorporated or organized under the laws of the United States, any State thereof or the District of Columbia.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity 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

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

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Platform”  means an electronic system for the delivery of information (including documents), such as DXSyndicateTM, SyndTrak Online TM or Intralinks on Demand WorkspacesTM that may or may 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) an Approved 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’s approval will not be required), the Administrative Borrower (each of which approvals shall not be unreasonably withheld or delayed; provided, however, that the approval of the Administrative Borrower shall be deemed to have been granted unless the Administrative Borrower objects thereto by written notice to Administrative Agent within five Business Days after having received notice thereof); provided that, notwithstanding the foregoing, “Eligible Assignee” will not include (1) any Loan Party or any Subsidiary or other Affiliate of any Loan Party or (2) any Defaulting Lender.

“Eligible Receivables”  means all trade receivables and related contract rights originated and owned by the Parent and its Subsidiaries on a Consolidated basis.

“Employee Benefit Plan”  means any Pension Plan and any employee welfare benefit plan, as defined in Section 3(1) of ERISA, that is maintained for the employees of any Person or any ERISA Affiliate of such Person.

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

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

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

“Environmental Liability”  means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Loan Party or any of their respective 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 Hazardous Materials, (d) the actual or alleged presence of or release or threatened release of any Hazardous Materials into the environment on or from any property owned or operated by any Borrower, any Subsidiary thereof or any other Loan Party or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“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 or acquisition 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 profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, 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.

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

“ERISA Event”  means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such Person was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Parent or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 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 status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Parent or any ERISA Affiliate.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan 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 in accordance with the EMU Legislation.

“Eurodollar Rate”  means for any Interest Period, with respect to a Eurodollar Rate Loan, a rate per annum (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 annum determined by Administrative Agent at approximately 11:00 a.m., London time, on the date that is two Business Days prior to the beginning of such Interest Period by reference to the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) “Interest Settlement Rates” for deposits in Dollars as set forth by any service (including Bloomberg, Reuters and Thomson Financial) selected by Administrative Agent that has been nominated by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) as an authorized information vendor for the purpose of displaying such rates, in each case in an amount approximately equal to the principal amount to which such Interest Period applies (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that, if an 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 per annum at which deposits in

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

(ii)         with respect to a Eurodollar Rate Loan in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate (“CDOR”) as published by Reuters (or other commercially available source providing such interest rate quotations as designated by the Administrative Agent from time to time) at approximately 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 not available at such time for any reason, then “CDOR” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the arithmetic mean of the rates per annum quoted at approximately 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 of Canadian Dollar bankers’ acceptances with a term equivalent to such Interest Period (it being understood that no adjustment shall be made to account for the difference between the number of days in a year on which the rates referred to in this clause (ii) are based and the number of days in a year on the basis of which interest is calculated in the Agreement);

(iii)        with respect to a Eurodollar Rate Loan in Australian Dollars, the rate per annum equal to 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 may be designated by the Administrative Agent from time to time) at approximately 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, as determined by the Administrative Agent), for deposits in Australian Dollars with a term equivalent to such Interest Period (or if such Interest Period is not equal to a number of months, with a term equivalent to the number of months closest to such Interest Period), or if such rate is not available at such time for any reason, then “BBSY” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the arithmetic mean of the rates per annum quoted at approximately 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, as determined by the Administrative Agent) by at least two reference banks that are leading banks in the Australian interbank market as the rates at which they are offering deposits in Australian Dollars with a term equivalent to such Interest Period in the Australian interbank market;

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

equal to the Singapore Interbank Offered Rate (“SIBOR”) as published by Reuters (or other commercially available source providing such interest rate quotations as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., Singapore time, two Business Days prior to the commencement of such Interest Period, for deposits in Singapore Dollars (for delivery on the first day of such Interest Period) with a term 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 arithmetic mean of the rates per annum the rates quoted at approximately 11:00 a.m., Singapore time, two Business Days prior to the commencement of such Interest Period by at least three leading banks in the Singapore interbank market, 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 (other than Canadian Dollars, Australian Dollars, Hong Kong Dollars, Singapore Dollars), the rate per annum determined by Administrative Agent at approximately 11:00 a.m., London time, on the date that is two Business Days prior to the beginning of such Interest Period by reference to the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) “Interest Settlement Rates” for deposits in the applicable Alternative Currency as set forth by any service (including Bloomberg, Reuters and Thomson Financial) selected by Administrative Agent that has been nominated by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) as an authorized information vendor for the purpose of displaying such rates, in each case in an amount approximately equal to the principal amount to which such Interest Period applies (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that, if an 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 per annum at which deposits in the applicable Alternative Currency in an amount approximately equal to the principal amount to which such Interest Period applies (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period are offered for such Interest Period by Wells Fargo to major banks in the London interbank offered market in London, England at approximately 11:00 a.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 absent manifest error.  Notwithstanding the foregoing, if the Eurodollar Rate for any Interest Period shall be less than zero, the Eurodollar Rate for such Interest Period shall be deemed to be zero for purposes of this Agreement.

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

“Event of Default”  has the meaning given such term in Section 8.01.

“Exchange Act”  means the Securities Exchange Act of 1934.

“Excluded Subsidiary” means (a) any Foreign Holding Company, (b) any Domestic Subsidiary of a Foreign Subsidiary, (c) any Foreign Subsidiary, (d) any Subsidiary that is prohibited by applicable Law or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee (unless such consent, approval, license or authorization has been received), (e) any bankruptcy 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 from guaranteeing the Obligations to the extent

(i) such restriction was existing on the Third Amendment Effective Date or on the date on which the applicable Person becomes a direct or indirect Subsidiary of the Parent (and not created in contemplation of such Person becoming a Subsidiary of the Parent) or (ii) solely with respect to non-wholly owned Subsidiaries, such restriction was added or incorporated in the Organizational Documents of such Subsidiary 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) in the case of any obligation under any hedging arrangement that constitutes a “swap” within the meaning of section 1(a)(947) of the Commodity Exchange Act, any Subsidiary of the Parent that is not an “Eligible Contract Participant” as defined under the Commodity Exchange Act.

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

“Excluded Taxes” means, with respect to Administrative Agent, any Lending Party or any other recipient of any payment to be made by or on account of any obligation of any Borrower or any other Loan Party hereunder 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 (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lending Party, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower or any other Loan Party is located; (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lending Party that has failed to comply with clause (A) of Section 3.01(e)(ii); and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrowers under Section 3.08, any withholding tax that is (i) imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii), except to the extent that such Foreign Lender (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 tax pursuant to Section 3.01(a); and (e) any U.S. federal withholding Taxes imposed under FATCA.

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

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

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

Day next succeeding such day; provided that (a) if such day is not a Business Day, then the Federal Funds Rate for such day will be such rate on such transactions on the next preceding Business Day as so published on the next 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 of one one-hundredth of one percent (0.01%)) charged to Wells Fargo on such day on such transactions as determined by Administrative Agent.

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

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

“Fiscal Year” means each fiscal year of the Parent ending (i) on December 31 of each calendar year through and including December 31, 2014, and (ii) on the last Friday of December of each calendar year thereafter.

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

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

“Foreign Lender”  means any Lending Party that is organized under the laws of a jurisdiction other than 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.

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

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

“Fronting Exposure”  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 to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to Swing Line Lender, such Defaulting Lender’s Percentage Share of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with 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 ordinary course 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 opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified

Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other 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.

“Governmental Authority”  means the government of the United States or any other nation, or of any political 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 administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

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

“Guarantor Subordinated Indebtedness”  has the meaning given such term in Section 10.15(j).

“Guarantor Subordinated Indebtedness Payments”  has the meaning given such term in Section 10.15(j).

“Guarantors”  means, collectively, (a) each Subsidiary Guarantor that is a party to this Agreement for purposes of Section 10.15 (including each Domestic Subsidiary that at a date subsequent to the Closing Date executes a Joinder Agreement pursuant to Section 6.12 in order to become a Subsidiary Guarantor hereunder for purposes of Section 10.15 following the date hereof) and (b) each other Person who, at a date subsequent to the Closing Date, becomes a guarantor of all or any portion of the Obligations hereunder and under the other Loan Documents.  Unless Administrative Agent and the Borrowers otherwise expressly agree in advance in writing that 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 Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect: (a) to purchase or pay (or advance or supply funds for the 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 financial obligation of the payment or performance of such Indebtedness or other financial obligation; (c) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other financial obligation; or (d) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other financial obligation of the payment or performance thereof or to protect such obligee against 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 the guaranteeing Person’s financial statements in accordance with GAAP provided that if such financial statements of the guaranteeing Person are not reasonably available to Administrative Agent at its reasonable request, the amount of such Guaranty will be deemed to be the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee”  as a verb has a corresponding meaning.

“Hazardous Materials”  means all explosive or radioactive substances or wastes and all hazardous or toxic 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 substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Agreements” 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, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate hedging agreements. For the purposes of this Agreement and the other Loan Documents, references to Swap Contracts shall include Hedging Agreements.

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

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

“Incremental Term Loan”  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 of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:  (a) all obligations 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 such Person 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 Swap Contracts to which such Person is a party; (d) all obligations of such Person to pay the deferred purchase price of property 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 such indebtedness (i) will have been assumed by such Person or (ii) unless such indebtedness is nonrecourse as described in clause (i) below, is limited in recourse; (f) all Attributable Debt in respect of all Capitalized Leases and 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 Equity Interests in cash valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends that are past due; (h) all Guarantees of such Person in respect of any of the foregoing; and (i) the Indebtedness of any Person will include the Indebtedness of any partnership or Joint Venture (other than a Joint Venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.  Notwithstanding the foregoing, for all purposes hereof, the Indebtedness of any Person will not include obligations in respect of operating leases, as determined by GAAP.

“Indemnified Taxes”  means Taxes other than Excluded Taxes, imposed on or with respect to any payment 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 a combined 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 Australian construction contractor.

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

“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 generally or any substantial portion of its creditors, in each of case (a) and (b) undertaken under Federal, state or foreign Law, including the Bankruptcy Code.

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

“Interest Period”  means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, 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 next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period will end on the next preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) will end on the last Business Day of the calendar month at the end of such Interest Period; and (c) no Interest Period for any Revolving Credit Loan will extend beyond the Revolving Credit Stated Maturity Date.

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

“Investigation”  means a formal investigation or a formal inquiry by a Governmental Authority in respect of which any Loan Party has received an official written notice or similar communication that such Governmental Authority has sufficient cause to institute, and has instituted, such an investigation or inquiry into the acts or business practices of such Loan Party or any of its Subsidiaries in order to determine (a) whether such acts or business practices constitute a violation of applicable Law and (b) if so, whether civil or criminal proceedings 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 another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or limited liability company interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit, or all or a substantial part of the business of, such Person.  For purposes of covenant compliance hereunder, the amount of any Investment will be the original principal or capital amount thereof without adjustment for subsequent increases or decreases in the value of such Investment, and will, if made by the transfer or exchange of Property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value (as reasonably determined in good faith by the Administrative Borrower) of such Property.  For purposes of determining the amount of additional Investments made after the ClosingThird Amendment Effective Date under Section 7.02(i), the amount

of additional Investments made thereunder will equal (i) the amount of such Investments determined according to 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 the sale or other disposition to a Person other than the Borrowers and any of their respective Subsidiaries of such Investment, 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 a Permitted 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/C Issuer agrees at the time of issuance, such later version thereof as may be in effect at the time of issuance of such Letter of Credit).

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

“Issuer Sublimit”  means with respect to each L/C Issuer on the ClosingThird Amendment Effective 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 ClosingThird Amendment Effective Date in a written agreement between the Administrative Borrower and such L/C Issuer (which such agreement shall be promptly delivered to the Administrative Agent upon execution) and (b) with respect to any Lender becoming a L/C Issuer after the ClosingThird Amendment Effective Date, such amount as may be separately agreed in writing between such L/C Issuer and the Administrative Borrower from time to time (which such agreement shall be promptly delivered to the Administrative Agent upon execution), provided that the Issuer Sublimit with respect to any Person that ceases to be an L/C Issuer for any reason pursuant to the terms hereof shall be $0 (subject to the Letters of Credit of such Person remaining outstanding in accordance with the provisions hereof).

“Joinder Agreement”  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 other form approved by Administrative Agent.

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

“JV Letter of Credit” has the meaning given such term in Section 2.04(k).

“JV Letter of Credit Face Amount” has the meaning given such term in Section 2.04(k).

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

“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 the interpretation 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 Governmental Authority, in each case whether or not having the force of law.

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

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

“L/C Borrowing”  means an extension of credit resulting from a drawing under any Credit that has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

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

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

“L/C Fee”  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 the Administrative Borrower (and agreed to by such Lender), on behalf of the Borrower, in such Lender’s separate capacity as the issuer of Credits hereunder, or any successor issuer of Credits hereunder.

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

“L/C Sublimit”  means an amount equal to $750,000,000500,000,000;  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 Sublimit is part of, and not in addition to, the Aggregate Revolving Credit Commitments.

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

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

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

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

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

“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 in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any easement, right of way or other encumbrance on title to real property); provided that, a “Lien” shall not include the assignment of cash or other property or assets to a trustee for a pension scheme or benefit plan.

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

“Loan Documents”  means this Agreement, the Credits and related Issuer Documents, the Security Documents, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16, the Fee Letters, any Note and any and all other agreements, documents and instruments executed and/or delivered (and, if not executed and only delivered, identified as a Loan Document) by any Loan Party to Administrative Agent or any Lending Party or their respective authorized designee evidencing or otherwise relating to the Loans or the L/C Borrowings made or issued hereunder. Notwithstanding anything to the contrary 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) a conversion of Loans from one Type to the other or (c) a continuation of Eurodollar Rate Loans, which notice, if in writing, will be substantially in the form of Exhibit D.

“Loan Parties”  means, collectively, all Borrowers and all Guarantors.

“Material Adverse Change”  means any of the following:  (a) a material adverse change in, or material adverse effect upon, the business, condition (financial or otherwise), operations, performance or properties of the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Parent 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 Document to which any Loan Party is a party against the Parent and its Subsidiaries taken as a whole, or the rights and remedies of Administrative Agent or any Lending Party under or in respect of any Loan Document.

“Material Adverse Effect” means any of the following:  (a) a material adverse change in, or material adverse effect upon, the business, condition (financial or otherwise), operations, performance, properties or prospects of the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Parent 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 Document to which any Loan Party is a party against the Parent and its Subsidiaries taken as a whole or the rights and remedies of Administrative Agent or any Lending Party under or in respect of any Loan Document.

 “Material Subsidiary” means, as of any date, each direct or indirect wholly owned Subsidiary of the Parent whose gross revenuesrevenue, taken on a Consolidated basis with its Subsidiaries, for the preceding Fiscal Year, calculated as of the end of such Fiscal Year, were greater than

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

“Middle East” 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 Arab Emirates.

“Middle East Letters of Credit” means any letters of credit or bank undertakings issued by any bank or other issuer of letters of credit or bank undertakings to support operations and projects of the Loan Parties or their Subsidiaries in the Middle East.

“Minimum Liquidity” means, as of any date of determination, an amount equal to the sum of (a) the aggregate 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 the MoPac Expressway in Austin, Texas.

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

“Multiemployer Plan”  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 the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan”  means a Plan which has two or more contributing sponsors (including the Parent or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“National Currency Unit”  means a fraction or multiple of one Euro expressed in units of the former national 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 Section 2.12 in substantially the form of Exhibit E.

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

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 unpaid interest on the Loans, and any breakage or termination payments due under Bank Products being equated 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 Product Provider Notice to the Administrative Agent and the Administrative Borrower which sets forth the following information: (1) the existence of such Bank Product and (2) the maximum Dollar amount (if reasonably 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 such distribution provides a Bank Product Provider Notice to the Administrative Borrower which sets forth the Bank Product Amount and (ii) exclude any Bank Product Debt established from and after the time that the Lenders have received written notice from the Administrative Borrower or the Administrative Agent that an Event of Default exists, until such Event of Default has been waived in accordance with Section 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 this proviso.  The Bank Product Amount may be changed from time to time upon written notice to the Administrative Agent (which notice to the Administrative Agent shall not be required if Wells Fargo Bank, National Association is the Bank Product Provider giving the notice) and the Administrative Borrower by the Bank Product Provider.  The Administrative Agent shall use the last Bank Product Amount reported to it before a distribution under Section 8.04 to determine the amount of the related Bank Product Debt for purposes of clause (a) above.  The Administrative Agent shall have no obligation to 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.  In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the Bank Product 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.

“Organizational Documents”  means (a) with respect to any corporation, the certificate or articles of incorporation 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 or articles of formation or organization and operating agreement of such Person; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization of such Person and any agreement, instrument, filing or notice with respect thereto filed in connection with such Person’s formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such Person.

“Original Credit Agreement”  means the Amended and Restated Credit Agreement dated as of April 19, 2012, as amended, modified or supplemented from time to time, among the Borrowers, Subsidiary Guarantors party thereto, the Existing Lenders and Wells Fargo as an issuing bank, as the swing line lender and as administrative agent on behalf of the Existing Lenders.

“Original Credit Documents”  has the meaning given such term in Recital B.

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

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

“Outstanding Amount”  means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of such Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts; provided, that the Outstanding Amount of JV Letters 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’s Affiliates.

“Participating Member State”  means each country so described in any EMU Legislation.

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC”  means the Pension Benefit Guaranty Corporation.

“PEN” means the lawful currency of the Republic of Peru.

“Pension Act”  means the Pension Protection Act of 2006.

“Pension Funding Rules”  means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years 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 and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan”  means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Parent and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Percentage Share”  means as to any Lender at any time, the percentage (expressed as a decimal carried out to the ninth decimal place) of the Aggregate Revolving Credit Commitments represented by such Lender’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/C Issuer to issue L/C Credit Extensions have been terminated pursuant to Section 8.03 or if the Aggregate Revolving Credit Commitments have expired, then the Percentage Share of each Lender will be determined based upon such Lender’s Percentage Share most recently in effect, giving effect to any subsequent assignments.  The initial Percentage Share of each Lender as of the Third Amendment Effective Date is set forth opposite the name of such Lender on Schedule 2.02 or in the Assignment and Assumption or pursuant to the applicable Additional Commitment Documentation pursuant to which such Lender became a party hereto, as applicable.

“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’ work program.

“Permitted Acquisition”  means any Acquisition that meets the following conditions:

(a)such proposed Acquisition only involves assets or businesses comprising a business, or those assets of a business, substantially of the type engaged in by the Borrowers as of the date of this Agreement (or reasonably related thereto);

(b)such proposed Acquisition will be consensual and be approved by (i) the Target’s board of directors (or by the Target’s board or members of managers or other applicable managing body if Target is not a corporation) 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 the consummation of such proposed Acquisition;

(d)prior to the closing and consummation of such proposed Acquisition for which cash consideration exceeds $50,000,000, (i) the Parent will deliver to Administrative Agent pro forma Consolidated financial statements for the Parent and its Subsidiaries, including the Target, in form satisfactory to Administrative Agent, in its Reasonable Discretion, (ii) after giving effect to such proposed Acquisition, the Borrowers 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 the Parent for which the Parent has delivered to Administrative Agent a Compliance Certificate pursuant to Section 6.01(c) along with the accompanying audited Consolidated financial statements pursuant to Section 6.01(a) or unaudited Consolidated financial statements pursuant to Section 6.01(b), as applicable, but after giving pro forma effect to such proposed Acquisition, will not exceed 2.75 to 1.00; provided; however, such threshold shall be increased to 3.00 to 1.00 in connection with any Qualified Acquisition, (iv) any secured Indebtedness to be assumed by any Loan Party or any Subsidiary thereof upon the consummation of such proposed Acquisition shall 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 as to 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 permitted pursuant to Section 7.01; and

(f)the proposed Acquisition will be undertaken and consummated in accordance and in compliance in all material respects with all applicable Laws and, to the extent applicable, all necessary and appropriate authorizations, permits, consents and approvals, including Hart-Scott-Rodino antitrust notification and clearance, will have been received from Governmental Authorities and third parties (including in respect of material agreements to be assumed under relevant purchase document).

“Permitted Encumbrances”  means (a) any cash collateral or other credit support provided to L/C Issuer in respect of a Defaulting Lender pursuant to clauses (D) or (E) of Section 2.04(a)(iv) and (cb) any cash collateral or other credit support provided to Swing Line Lender in respect of a Defaulting Lender pursuant to clause (C) of Section 2.05(b).

“Permitted Liens”  has the meaning set forth in Section 7.01.

“Permitted Receivables Financing”  means the sale of, or transfer of interests in, ProgramEligible Receivables to special purpose trusts or corporations which are not Affiliates of the Loan Parties in exchange for consideration equal to the fair market value of such Program(as reasonably determined in good faith by the Administrative Borrower) of such Eligible Receivables (i.e., a “true sale”) (provided that not less than 95% of such consideration will be in the form of cash); provided that (a) such transaction does not constitute and could not reasonably be expected to result in a Default or Event of Default and (b) the Permitted Receivables Financingsuch transaction will not contain terms and conditions providing for recourse to any Loan Party or any of their Subsidiaries in the event of any failure to collect on any Program Receivables (other than customary indemnities and expense reimbursement provisions and recourse for falsity of representations and warranties or breach 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 a Pension Plan), maintained for employees of the Parent or any ERISA Affiliate or any such Plan to which the Parent 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 of assets 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.

“Prime Rate”  means the per annum rate of interest in effect for such day as publicly announced from time to time by Wells Fargo as its “Prime Rate,” such rate being the rate of interest most recently announced within Wells Fargo at its principal office in San Francisco, California as its “Prime Rate,” with the understanding that Wells Fargo’s “Prime Rate” is one of Wells Fargo’s base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Wells Fargo may designate. Wells Fargo’s “Prime Rate” is not intended to be the lowest rate of interest charged by Wells Fargo in connection with extensions of credit to borrowers. Any change in Wells Fargo’s “Prime Rate” as announced by Wells Fargo will take effect at the opening of business on the day specified in the public announcement of such change.

“Program Receivables”  means all Eligible Receivables sold pursuant to a Permitted Receivables Financing.

“Project”  means each contractual arrangement between a client and the Parent or a Subsidiary for the performance of services (including design, engineering, procurement, construction program management and any 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.

“Qualified Acquisition” means any acquisition that meets the following conditions:

(b)the aggregate consideration (including Cash, equity, earn-out obligations, deferred compensation, non-competition arrangements and the amount of Indebtedness and other liabilities incurred or assumed by the Loan Parties and their Subsidiaries) paid by the Loan Parties and their

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 the closing 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 after giving pro forma effect to such acquisition.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Subsidiary Guarantor that has total assets exceeding $10,000,000 at the time such Swap Obligation is incurred or such other person as constitutes an ECP under the Commodity Exchange Act or any regulations promulgated thereunder. 

“Reasonable Discretion”  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 an electronic or other medium and is retrievable in perceived form.

“Register”  means a register for the recordation of the names and addresses of Lenders and, as applicable, the Commitments of, and Outstanding Amounts of the Loans and L/C Obligations owing to, each Lender 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, and specifically includes, in the case of(a) Wells Fargo, Wells Fargo in its separate capacities as Administrative Agent, as Swing Line Lender and as a L/C Issuer, and (b) Wells Fargo Securities, LLC, in its capacity as the “left lead” Arranger.

“Replacement Lender”  has the meaning given such term in Section 3.08(a)(ii).

“Reportable Event”  means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

“Request for Credit Extension”  means (a) with respect to a Borrowing, conversion or continuation of Revolving 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.

“Required Lenders”  means (a) at any time that the Aggregate Revolving Credit Commitments are in effect, Lenders holding in excess of 50.0% of the Aggregate Revolving Credit Commitments; (b) at any time that 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 on or prior to the Closing Date and the funding or issuance of the initial Credit Extension hereunder, Lenders holding in excess of 50.0% of the Aggregate Revolving Credit Commitments; provided that without limiting the foregoing, in the event there are two or more Lenders, “Required Lenders” must be comprised of at least two Lenders; and provided, further, that the Revolving Credit Commitment held or deemed held by any Lender determined by Administrative Agent to be a Defaulting Lender will be excluded for purposes of making a determination of Required Lenders; and provided, further, that the Loans held or deemed held by any Lender determined by Administrative Agent to be a Defaulting Lender pursuant

to clauses (b) or (c) of the definition of “Defaulting Lender” will be excluded for purposes of making a determination of Required Lenders.

“Reserve Requirement” means the stated maximum rate (rounded, as necessary, to the nearest 1/100th of one percent (0.01%)), as in effect on any date of determination of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves) applicable on such date to any member bank of the Federal Reserve System in respect of “Eurocurrency liabilities” as defined in Regulation D (or any successor category of liabilities under Regulation D) of the FRB as in effect on such day, whether or not applicable to any Lending Party.

“Responsible Officer”  means (a) in connection with any Request for Credit Extension to be delivered hereunder, the chief executive officer, president, chief financial officer, treasurer or controller of the Administrative Borrower; (b) with respect to the Parent in connection with any Compliance Certificate or any other certificate or notice pertaining to any financial information required to be delivery by any Borrower hereunder or under any other Loan Document, the chief financial officer, treasurer, controller or other officer having primary responsibility for the financial affairs of such Person; and (c) otherwise, with respect to any Borrower or any other Loan Party, the chief executive officer, president, chief operating officer, chief financial officer, treasurer or controller of such Person.

“Restricted Payment”  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) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of such Equity Interest or on account of any return of capital to any holder of any such Person’s Equity Interests, (c) the acquisition for value by such Person of any Equity Interests issued by such Person or any other Person that Controls such Person, and (d) with respect to the foregoing clauses (a) through (c) of this definition, any transaction that has a substantially similar effect.

“Revaluation Date”  means with respect to any Loan, each of the following: (a) each date of the funding of a Eurodollar Rate Loan hereunder denominated in an Alternative Currency, (b) each date of an amendment or modification of any such Loan having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any prepayment or repayment of any Loan denominated in an Alternative Currency, (d) the first Business Day of each calendar month and (e) such additional dates as Administrative Agent or the Required Lenders will reasonably determine in accordance with the provisions of this Agreement.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each Lender pursuant to Section 2.02(a).

“Revolving Credit Commitment” means, as to each Lender at any time, its obligation to do the following pursuant to the terms hereof:  (a) make Revolving Credit Loans to the Borrowers; (b) purchase participations in L/C Obligations; and (c) purchase participations in Swing Line Loans; all in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.02 or in the Assignment and Assumption pursuant to which such Lender became a party hereto or pursuant to the applicable Additional Commitment Documentation, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Commitment Fee” has the meaning given such term in Section 2.10(a).

“Revolving Credit Loan”  has the meaning given such term in Section 2.02(a).

“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 2.07 and (c) the date of the termination of the Aggregate Revolving Credit Commitments and of the obligation of L/C Issuer to make L/C Credit Extensions and the acceleration of the Revolving Credit Loans pursuant to Section 8.03.

“Revolving Credit Stated Maturity Date”  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 the government 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 sanctions program administered and enforced by OFAC.

“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by 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-Hill Companies, 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.

 “Secured Obligations” means, collectively, (a) the Obligations, (b) the Guaranteed Obligations and (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, the sharing 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 the proviso thereto.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, and the Bank Product Providers.

“Security Documents” means the collective reference to the Collateral Agreement, the Control Agreements, the Mortgages, and each other agreement or writing pursuant to which any Loan Party pledges or grants a security interest in any property or assets securing the Secured Obligations.

 “Second Amendment Effective Date” means March 30, 2015.

“Significant Subsidiary” has the meaning given such term in Article VII.

“Singapore Dollars”  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 on a going concern basis is greater than the amount of such Person’s liabilities (including contingent liabilities), as such value is established and such liabilities are evaluated for purposes of Section 101(32) of the Bankruptcy Code and, in the alternative, for purposes of the Uniform Fraudulent Transfer Act or any

similar state statute applicable to the Parent or any Subsidiary thereof; (b) the present fair salable value of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including contingent liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage.

“Specified EBITDA Add-backs” means, as calculated for any period, the aggregate amount added to Consolidated Net Income in determining Consolidated Adjusted EBITDA for such period pursuant to clauses (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”.

“Specified Lender” means, at any time, any Lender (a) that has requested compensation under Section 3.04 and has not rescinded such request within five Business Days of the making thereof; (b) to whom any Borrower must pay an additional amount (or on whose behalf any Borrower must pay an additional amount to a Governmental Authority) pursuant to Section 3.01; (c) that gives a notice pursuant to Section 3.02; (d) that is a Defaulting Lender; or (e) that is the sole Lender that has refused or failed, within a reasonable period of time (as determined by Administrative Agent in its Reasonable Discretion) from first receiving a written request therefor from Administrative Agent, to provide its written approval of any amendment, consent or waiver in respect of any matter related to this Agreement or the other Loan Documents requiring that all Lenders will have given written approval of such requested amendment, consent or waiver consent pursuant to Section 10.01 and in such instance Lenders sufficient to constitute Required Lenders have already provided such written approval pursuant to Section 10.01.

“Specified Materials” means, collectively, all materials or information provided by or on behalf of the Borrowers or any other Loan Party or any of their respective Subsidiaries or Affiliates, as well as documents and other written materials relating to the Borrowers or any other Loan Party or any of their respective Subsidiaries or Affiliates or any other materials or matters relating to the Loan Documents (including any amendments or waivers of the terms thereof or supplements thereto).

“Spot Rate”  for a currency means the rate determined by Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m., London time, on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided, further, that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation 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 any Significant Subsidiary which by its terms is specifically subordinated in right of payment to the prior payment of the Obligations and contains subordination and other terms acceptable to the Administrative Agent.

“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 the election of directors or other governing body (other than Equity Interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” will refer to a Subsidiary or Subsidiaries of the Parent or any Borrower (other than the Parent), as the context will require.

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

“Swap Contract”  means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, 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 or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement; and (b) any and all transactions of any kind, and the related confirmations, that are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement including any such obligations or liabilities under any such master agreement (in each case, together with any related schedules).

“Swap Termination Value”  means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a) of this definition, the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line”  means the revolving credit facility made available by Swing Line Lender pursuant to Section 2.05.

“Swing Line Borrowing”  means a borrowing of a Swing Line Loan pursuant to Section 2.05.

“Swing Line Lender”  means, at any time, the provider of the Swing Line hereunder (which, initially, will be Wells Fargo).

“Swing Line Loan”  has the meaning given such term in Section 2.05(a).

“Swing Line Loan Notice”  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.

“Swing Line Sublimit”  means an amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Revolving Credit Commitments.  The Swing Line Sublimit is a part of, but is not in addition to, the Aggregate Revolving Credit Commitments.

“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 is treated as the owner of such property for accounting purposes and the lessee is treated as the owner of such property for federal income tax purposes, or any tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product to which such Person is a party, where such transaction is considered borrowed 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 Gross Settlement 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) is open for the settlement of payments in Euro.

“Target Preferred Equity Offering” means the completion of one or more transactions after the Second Amendment Effective Date and prior to the end of FY2015 resulting in the issuance of preferred equity of the Parent in exchange for gross cash proceeds to the Parent of not less than $200,000,000, but only so long as no Default 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 to tax or penalties applicable thereto.

“Threshold Amount”  means $35,000,000.

“Third Amendment Effective Date” means September 30, 2016.

“Total Revolving Credit Outstandings”  means, at any time, the sum of (a) the aggregate Outstanding Amount of all Revolving Credit Loans, plus (b) the Outstanding Amount of all L/C Obligations and plus (c) the Outstanding Amount of all Swing Line Loans.

“Trading with the Enemy Act”  means the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any enabling legislation or executive order relating thereto.

“Transaction Costs”  means the fees, costs, commissions and expenses paid or payable by the Loan Parties 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 the Credit Extensions under this Agreement on the Closing Date and the funding of other Credit Extensions under this 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.

“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/C Issuer will agree at the time of issuance, such later version thereof as may be in effect immediately prior to the issuance of such Letter of Credit, the extension of the expiry date thereof or any increase of the amount thereof).

“U.K. Regulatory Cost” means an addition to the interest rate on a Eurodollar Rate Loan denominated in an Alternative Currency to compensate a Lender for the cost imputed to such Lender in respect of any such Eurodollar Rate Loan denominated in an Alternative Currency made by such Lender hereunder resulting from the imposition from time to time under or pursuant to the Bank of England Act 1998 or by the Bank of England or the Financial Services Authority (the “FSA”) (or other United Kingdom governmental authorities or agencies) of a requirement to place non-interest-bearing deposits or special deposits (whether interest-bearing or not) with the Bank of England to meet cash ratio requirements and/or pay fees to the FSA calculated by reference to liabilities used to fund such Eurodollar Rate Loan; provided that the Borrowers will only be liable for amounts in respect of costs (a) for the period of up to ninety days prior to the date on which such demand was made and (b) to the extent the Lender making demand therefor has required similarly situated borrowers or obligors to pay comparable amounts in respect of such increased costs or reduced returns.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC”  means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“United Kingdom” or “U.K.”  means the United Kingdom of Great Britain and Northern Ireland.

“United States” or “U.S.”  means the United States of America.

“Unreimbursed Amount”  means, with respect to any Credit, any amount (in Dollars, or if the applicable Credit is denominated in an Alternative Currency, the Dollar Equivalent thereof) drawn thereunder that the Borrowers have failed to reimburse to L/C Issuer by 11:00 a.m. on the related Honor Date.  The Unreimbursed Amount with respect to JV Letters of Credit shall be equal to the portion of the drawn amount that is recourse to the Borrowers.

“Wells Fargo”  means Wells Fargo Bank, National Association, a national banking association.

“West Deptford Development” means the fixed-price project by CH2M Engineers pursuant to which it designed and constructed a new natural gas fired power generation facility located in West Deptford, New Jersey.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

 “Yen”  and “¥” mean the lawful currency of Japan.

SECTION 1.02. CERTAIN RULES OF CONSTRUCTION.

(e)  General Rules.

(i)          Unless the context otherwise clearly requires, the meaning of a defined term is applicable equally to the singular and plural forms thereof.

(ii)         The words “hereof,” “herein,” “hereunder”  and similar words refer to this Agreement 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 not exclusive.