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
    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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
Richard Cook
	 	Name:	 Javier Richard Cook
	 	Title:	 Managing Director
	 	 
	 	 
	 	By:	/s/ Jennifer Feldman
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
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
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
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