8-K
FLUOR CORP (FLR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2020
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-16129 | 33-0927079 |
|---|---|---|
| (State<br>or other jurisdiction of<br> incorporation) | (Commission File Number) | (IRS Employer Identification<br> No.) |
| 6700 Las Colinas Blvd. Irving, Texas | 75039 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(469) 398-7000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.01 par value per share | FLR | New York Stock Exchange |
| Preferred Stock Purchase Rights | FLR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material DefinitiveAgreement.
On September 17, 2020, Fluor Corporation (the “Corporation”) entered into Amendment No. 4 with the lenders under its (i) $1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February 25, 2016 and (ii) $1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February 25, 2016 (each, a “Current Facility,” and such amendments to each of the Current Facilities, the “Amendments”). The Amendments extend the deadline by which the Corporation is required to deliver to the lenders its unaudited financial statements for the first, second and third quarters of 2020 to no later than October 31, 2020, November 30, 2020 and December 31, 2020, respectively. In connection with the amendments, the Corporation paid customary fees to the lenders consenting to the Amendments. As of September 17, 2020, the Corporation has no amounts drawn on the revolving loans under the Current Facilities.
The foregoing description of the amendments made to the Current Facilities through the execution of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendments, copies of which are filed as exhibits to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On September 17, 2020, the New York Stock Exchange (the “NYSE”) granted the Corporation an extension to January 15, 2021 to file its delayed periodic reports with the Securities and Exchange Commission to regain compliance with NYSE Listing Standards.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| ExhibitNumber | Description |
|---|---|
| 10.1 | Amendment No. 4, dated as of September 17, 2020, to $1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February 25, 2016. |
| 10.2 | Amendment No. 4, dated as of September 17, 2020, to $1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement dated as of February 25, 2016. |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 21, 2020 | FLUOR CORPORATION | |
|---|---|---|
| By: | /s/John R. Reynolds | |
| John R. Reynolds | ||
| Executive Vice President, Chief Legal Officer and Secretary |
Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 4
Dated as of September 17, 2020
to
$1,800,000,000 AMENDED AND RESTATED REVOLVING LOAN
AND LETTER OF CREDIT FACILITY AGREEMENT
Dated as of February 25, 2016
THIS AMENDMENT NO. 4 (this “Amendment”) is made as of September 17, 2020 by and among Fluor Corporation, a Delaware corporation (the “Company”), Fluor B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands having its corporate seat (statutaire zetel) in Haarlem, the Netherlands and registered with the Dutch Chamber of Commerce under number 34023348 (the “Dutch Borrower” and, together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and BNP Paribas, as Administrative Agent (the “Administrative Agent”), under that certain $1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement, dated as of February 25, 2016, by and among the Borrowers, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Company has requested that the requisite Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement;
WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.
1. Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:
(a) Section 5.01(b) of the Credit Agreement is hereby restated in its entirety as follows:
“(b) Quarterly Financial Statements. As soon as available and in any event within fifty-five (55) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such quarter and the related consolidated statements of earnings and cash flow for such quarter and for the portion of the Company’s fiscal year ended at the end of such quarter, as set forth in the Company’s quarterly report for the fiscal quarter then ended as filed with the SEC on Form 10-Q, all certified by the chief financial officer or the chief accounting officer of the Company that they are (i) complete and fairly present the financial condition of the Company and its Consolidated Subsidiaries as at the dates indicated and the results of their operations and changes in their cash flow for the periods indicated; (ii) disclose all liabilities of the Company and its Consolidated Subsidiaries that are required to be reflected or reserved against under GAAP, whether liquidated or unliquidated, fixed or contingent; and (iii) have been prepared in accordance with GAAP (subject to normal year-end adjustments) (provided that solely with respect to the Company’s (x) fiscal quarter ending on or about March 31, 2020 (the “Q1 10Q”), (y) fiscal quarter ending on or about June 30, 2020 (the “Q2 10Q”) and (z) fiscal quarter ending on or about September 30, 2020 (the “Q3 10Q”), in each case, it is understood and agreed that such financial statements and certificate required to be delivered pursuant to this Section 5.01(b) shall instead be required to be delivered by the Company on or prior to October 31, 2020 as it relates to the Q1 10Q, November 30, 2020 as it relates to the Q2 10Q and December 31, 2020 as it relates to the Q3 10Q);”
2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent, (ii) for the account of each Lender that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, an amendment fee in an amount equal to the amount previously disclosed to the Lenders and (iii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.
3. Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of such Borrower and are enforceable in accordance with their terms.
(b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default has occurred and is continuing, (ii) all representations and warranties of the Company contained in Article IV of the Credit Agreement (other than the representation and warranty of the Company contained in Section 4.04(b) of the Credit Agreement) are and shall be true (except that for purposes of this Section 3(b), the representations and warranties contained in Section 4.04(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a) of the Credit Agreement); provided that the representations and warranties in Section 4.04(a) and Section 4.11 of the Credit Agreement are subject to and limited by the Company’s statements (x) contained in their Form 12b-25 filed on March 3, 2020, May 12, 2020 and August 11, 2020 and (y) contained solely under the heading “SEC Investigation and Form 10-K filing” in their Form 8-K filed on February 18, 2020, and (iii) no default or event of default under any project engineering, procurement, construction, maintenance and related activities and/or contracts of the Company or any of its Subsidiaries shall have occurred and be continuing which could reasonably be expected to materially and adversely affect the ability of any Borrower to perform its obligations under the Loan Documents.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
2
(b) Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
(d) This Amendment is a Loan Document under (and as defined in) the Credit Agreement.
5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed.pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
| FLUOR CORPORATION, | |
|---|---|
| as the Company | |
| By: | /s/ James<br> M. Lucas |
| Name: | James M. Lucas |
| Title: | Senior Vice President & Treasurer |
| FLUOR B.V., | |
| as the Dutch Borrower | |
| By: | /s/ M.J.H. Kuitems |
| Name: | M.J.H. Kuitems |
| Title: | Full Proxy Holder |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| BNP PARIBAS, | |
|---|---|
| as Administrative Agent, an Issuing Lender<br> and individually as a Lender | |
| By: | /s/ Pierre-Nicholas<br> Rogers |
| Name: | Pierre-Nicholas Rogers |
| Title: | Managing Director |
| By: | /s/ Joseph Mack |
| Name: | Joseph Mack |
| Title: | Vice President |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| BANK OF AMERICA, N.A., | |
|---|---|
| as a Lender | |
| By: | /s/ Thor<br> O’Connell |
| Name: | Thor O’Connell |
| Title: | Vice President |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| MUFG BANK, LTD. (formerly known as<br> “THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.”), | |
|---|---|
| as an issuing Lender and individually as<br> a Lender | |
| By: | /s/ Samantha<br> Schumacher |
| Name: | Samantha Schumacher |
| Title: | Authorized Signatory |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| CITIBANK, N.A., | |
|---|---|
| as a Lender | |
| By: | /s/ Millie<br> Schild |
| Name: | Millie Schild |
| Title: | Vice President |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| THE BANK OF NOVA SCOTIA, | |
|---|---|
| as a Lender | |
| By: | /s/ Frans<br> Brantiotis |
| Name: | Frans Brantiotis |
| Title: | Managing Director |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| CREDIT AGRICOLE CORPORATE & INVESTMENT<br> BANK, | |
|---|---|
| as a Lender | |
| By: | /s/ Andrew<br> Sidford |
| Name: | Andrew Sidford |
| Title: | Managing Director |
| By: | /s/ Gordon Yip |
| Name: | Gordon Yip |
| Title: | Director |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| ING BANK N.V., DUBLIN BRANCH, | |
|---|---|
| as a Lender | |
| By: | /s/ Sean<br> Hassett |
| Name: | Sean Hassett |
| Title: | Director |
| By: | /s/ Pádraig<br> Matthews |
| Name: | Pádraig Matthews |
| Title: | Director |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| LLOYDS BANK CORPORATE MARKETS PLC, | |
|---|---|
| as a Lender | |
| By: | /s/ Tina<br> Wong |
| Name: | Tina Wong |
| Title: | Assistant Vice President |
| By: | /s/ Kamala Basdeo |
| Name: | Kamala Basdeo |
| Title: | Assistant Vice President |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| STANDARD CHARTERED BANK, | |
|---|---|
| as a Lender | |
| By: | /s/ James<br> Beck |
| Name: | James Beck |
| Title: | Associate Director |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| SUMITOMO MITSUI BANKING CORPORATION, | |
|---|---|
| as a Lender | |
| By: | /s/ Michael<br> Maguire |
| Name: | Michael Maguire |
| Title: | Managing Director |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| WELLS FARGO BANK, NATIONAL ASSOCIATION, | |
|---|---|
| as a Lender | |
| By: | /s/ Greg<br> Strauss |
| Name: | Greg Strauss |
| Title: | Managing Director |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| BARCLAYS BANK PLC, | |
|---|---|
| as a Lender | |
| By: | /s/ Patricia<br> Oreta |
| Name: | Patricia Oreta |
| Title: | Director |
| Executed in New York |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| HSBC BANK USA, NATIONAL ASSOCIATION, | |
|---|---|
| as a Lender | |
| By: | /s/ Patrick<br> D. Mueller |
| Name: | Patrick D. Mueller |
| Title: | Managing Director |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| U.S. BANK NATIONAL ASSOCIATION, | |
|---|---|
| as a Lender | |
| By: | /s/ James<br> Austin |
| Name: | James Austin |
| Title: | Sr. Vice President |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| GOLDMAN SACHS BANK USA, | |
|---|---|
| as a Lender | |
| By: | /s/ Mahesh<br> Mohan |
| Name: | Mahesh Mohan |
| Title: | Authorized Signatory |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| INTESA SANPAOLO S.P.A., | |
|---|---|
| as a Lender | |
| By: | /s/ Javier<br> Richard Cook |
| Name: | Javier Richard Cook |
| Title: | Managing Director |
| By: | /s/ Jennifer Feldman<br> Facciola |
| Name: | Jennifer Feldman Facciola |
| Title: | Director |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| WESTPAC BANKING CORPORATION, | |
|---|---|
| as a Lender | |
| By: | /s/ Richard<br> Yarnold |
| Name: | Richard Yarnold |
| Title: | Director |
Signature Page to Amendment No. 4 to
$1,800,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
Exhibit 10.2
EXECUTION COPY
AMENDMENT NO. 4
Dated as of September 17, 2020
to
$1,700,000,000 AMENDED AND RESTATED REVOLVING LOAN
AND LETTER OF CREDIT FACILITY AGREEMENT
Dated as of February 25, 2016
THIS AMENDMENT NO. 4 (this “Amendment”) is made as of September 17, 2020 by and among Fluor Corporation, a Delaware corporation (the “Company”), Fluor B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands having its corporate seat (statutaire zetel) in Haarlem, the Netherlands and registered with the Dutch Chamber of Commerce under number 34023348 (the “Dutch Borrower” and, together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and BNP Paribas, as Administrative Agent (the “Administrative Agent”), under that certain $1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement, dated as of February 25, 2016, by and among the Borrowers, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Company has requested that the requisite Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement;
WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.
1. Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:
(a) Section 5.01(b) of the Credit Agreement is hereby restated in its entirety as follows:
“(b) Quarterly Financial Statements. As soon as available and in any event within fifty-five (55) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such quarter and the related consolidated statements of earnings and cash flow for such quarter and for the portion of the Company’s fiscal year ended at the end of such quarter, as set forth in the Company’s quarterly report for the fiscal quarter then ended as filed with the SEC on Form 10-Q, all certified by the chief financial officer or the chief accounting officer of the Company that they are (i) complete and fairly present the financial condition of the Company and its Consolidated Subsidiaries as at the dates indicated and the results of their operations and changes in their cash flow for the periods indicated; (ii) disclose all liabilities of the Company and its Consolidated Subsidiaries that are required to be reflected or reserved against under GAAP, whether liquidated or unliquidated, fixed or contingent; and (iii) have been prepared in accordance with GAAP (subject to normal year-end adjustments) (provided that solely with respect to the Company’s (x) fiscal quarter ending on or about March 31, 2020 (the “Q1 10Q”), (y) fiscal quarter ending on or about June 30, 2020 (the “Q2 10Q”) and (z) fiscal quarter ending on or about September 30, 2020 (the “Q3 10Q”), in each case, it is understood and agreed that such financial statements and certificate required to be delivered pursuant to this Section 5.01(b) shall instead be required to be delivered by the Company on or prior to October 31, 2020 as it relates to the Q1 10Q, November 30, 2020 as it relates to the Q2 10Q and December 31, 2020 as it relates to the Q3 10Q);”
2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent, (ii) for the account of each Lender that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, an amendment fee in an amount equal to the amount previously disclosed to the Lenders and (iii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.
3. Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of such Borrower and are enforceable in accordance with their terms.
(b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default has occurred and is continuing, (ii) all representations and warranties of the Company contained in Article IV of the Credit Agreement (other than the representation and warranty of the Company contained in Section 4.04(b) of the Credit Agreement) are and shall be true (except that for purposes of this Section 3(b), the representations and warranties contained in Section 4.04(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a) of the Credit Agreement); provided that the representations and warranties in Section 4.04(a) and Section 4.11 of the Credit Agreement are subject to and limited by the Company’s statements (x) contained in their Form 12b-25 filed on March 3, 2020, May 12, 2020 and August 11, 2020 and (y) contained solely under the heading “SEC Investigation and Form 10-K filing” in their Form 8-K filed on February 18, 2020, and (iii) no default or event of default under any project engineering, procurement, construction, maintenance and related activities and/or contracts of the Company or any of its Subsidiaries shall have occurred and be continuing which could reasonably be expected to materially and adversely affect the ability of any Borrower to perform its obligations under the Loan Documents.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
2
(b) Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
(d) This Amendment is a Loan Document under (and as defined in) the Credit Agreement.
5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed.pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
| FLUOR CORPORATION, | |
|---|---|
| as the Company | |
| By: | /s/ James M. Lucas |
| Name: | James M. Lucas |
| Title: | Senior Vice President & Treasurer |
| FLUOR B.V., | |
| as the Dutch Borrower | |
| By: | /s/ M.J.H. Kuitems |
| Name: | M.J.H. Kuitems |
| Title: | Full Proxy Holder |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| BNP PARIBAS, | |
|---|---|
| as Administrative Agent, an Issuing Lender and individually as a Lender | |
| By: | /s/ Pierre-Nicholas<br> Rogers |
| Name: | Pierre-Nicholas Rogers |
| Title: | Managing Director |
| By: | /s/ Joseph Mack |
| Name: | Joseph Mack |
| Title: | Vice President |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| BANK OF AMERICA, N.A., | |
|---|---|
| as a Lender | |
| By: | /s/ Thor<br>O’Connell |
| Name: | Thor O’Connell |
| Title: | Vice President |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| MUFG BANK, LTD. (formerly known as “THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.”), | |
|---|---|
| as an issuing Lender and individually as a Lender | |
| By: | /s/ Samantha<br>Schumacher |
| Name: | Samantha Schumacher |
| Title: | Authorized Signatory |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| CITIBANK, N.A., | |
|---|---|
| as a Lender | |
| By: | /s/ Millie<br>Schild |
| Name: | Millie Schild |
| Title: | Vice President |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| THE BANK OF NOVA SCOTIA, | |
|---|---|
| as a Lender | |
| By: | /s/ Frans<br>Brantiotis |
| Name: | Frans Brantiotis |
| Title: | Managing Director |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, | |
|---|---|
| as a Lender | |
| By: | /s/ Andrew<br>Sidford |
| Name: | Andrew Sidford |
| Title: | Managing Director |
| By: | /s/ Gordon Yip |
| Name: | Gordon Yip |
| Title: | Director |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| ING BANK N.V., DUBLIN BRANCH, | |
|---|---|
| as a Lender | |
| By: | /s/ Sean<br>Hassett |
| Name: | Sean Hassett |
| Title: | Director |
| By: | /s/ Pádraig Matthews |
| Name: | Pádraig Matthews |
| Title: | Director |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| LLOYDS BANK CORPORATE MARKETS PLC, | |
|---|---|
| as a Lender | |
| By: | /s/ Tina<br>Wong |
| Name: | Tina Wong |
| Title: | Assistant Vice President |
| By: | /s/ Kamala Basdeo |
| Name: | Kamala Basdeo |
| Title: | Assistant Vice President |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| STANDARD CHARTERED BANK, | |
|---|---|
| as a Lender | |
| By: | /s/ James<br>Beck |
| Name: | James Beck |
| Title: | Associate Director |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| SUMITOMO MITSUI BANKING CORPORATION, | |
|---|---|
| as a Lender | |
| By: | /s/ Michael<br>Maguire |
| Name: | Michael Maguire |
| Title: | Managing Director |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| WELLS FARGO BANK, NATIONAL ASSOCIATION, | |
|---|---|
| as a Lender | |
| By: | /s/ Greg<br>Strauss |
| Name: | Greg Strauss |
| Title: | Managing Director |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| BARCLAYS BANK PLC, | |
|---|---|
| as a Lender | |
| By: | /s/ Patricia<br>Oreta |
| Name: | Patricia Oreta |
| Title: | Director |
| Executed in New York |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| HSBC BANK USA, NATIONAL ASSOCIATION, | |
|---|---|
| as a Lender | |
| By: | /s/ Patrick<br>D. Mueller |
| Name: | Patrick D. Mueller |
| Title: | Managing Director |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| U.S. BANK NATIONAL ASSOCIATION, | |
|---|---|
| as a Lender | |
| By: | /s/ James<br>Austin |
| Name: | James Austin |
| Title: | Sr. Vice President |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| GOLDMAN SACHS BANK USA, | |
|---|---|
| as a Lender | |
| By: | /s/ Mahesh<br>Mohan |
| Name: | Mahesh Mohan |
| Title: | Authorized Signatory |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| INTESA SANPAOLO S.P.A., | |
|---|---|
| as a Lender | |
| By: | /s/ Javier<br>Richard Cook |
| Name: | Javier Richard Cook |
| Title: | Managing Director |
| By: | /s/ Jennifer Feldman<br>Facciola |
| Name: | Jennifer Feldman Facciola |
| Title: | Director |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| WESTPAC BANKING CORPORATION, | |
|---|---|
| as a Lender | |
| By: | /s/ Richard<br>Yarnold |
| Name: | Richard Yarnold |
| Title: | Director |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| REGIONS BANK, | |
|---|---|
| as a Lender | |
| By: | /s/Derek<br>Miller |
| Name: | Derek Miller |
| Title: | Director |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation
| COMERICA BANK, | |
|---|---|
| as a Lender | |
| By: | /s/John<br>Smithson |
| Name: | John Smithson |
| Title: | Vice President |
Signature Page to Amendment No. 4 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation