Exhibit 10.2

 

EXECUTION VERSION

 

GLOBAL TRANSFER AND AMENDMENT AGREEMENT

 

DATED 28 MARCH 2014

 

relating to US$2,160,000,000 Credit Facilities 
 dated 13 February 2014

 

for

 

AMEC PLC

 

WITH

 

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED

as Global Co-ordinator

 

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED

BARCLAYS BANK PLC

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

THE ROYAL BANK OF SCOTLAND PLC

as Original Mandated Lead Arrangers

 

AND

 

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED

as Facility Agent

 



 

Allen & Overy LLP

 











 

CONTENTS

 

	
Clause
    	
 
    	
Page
    
	
 
    	
 
    	
 
    
	
1.
    	
Interpretation
    	
1
    
	
2.
    	
Transfer
    	
2
    
	
3.
    	
Amendments
    	
3
    
	
4.
    	
Nature of this Agreement
    	
5
    
	
5.
    	
Counterparts
    	
5
    
	
6.
    	
Governing law
    	
5
    
	
7.
    	
Enforcement
    	
5
    
	
 
    	
 
    	
 
    
	
Schedule
    	
 
    
	
 
    	
 
    	
 
    
	
1.
    	
Commitments
    	
7
    
	
2.
    	
New Lender Confirmations
    	
9
    
	
 
    	
Part 1
    	
Lender Status Confirmation
    	
9
    
	
 
    	
Part 2
    	
Treaty Passport Scheme confirmation
    	
10
    
	
 
    	
 
    	
 
    
	
Signatories
    	
12
    
					


 











 

THIS AGREEMENT is dated 28 March 2014 and is made BETWEEN:

 

(1)                                 AMEC PLC (registered number 01675285) for itself and as agent for each of the other Obligors under and as defined in the Credit Agreement defined below (the Company);

 

(2)                                 BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED as global co-ordinator (in this capacity, the Global Co-ordinator);

 

(3)                                 BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, BARCLAYS BANK PLC, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and THE ROYAL BANK OF SCOTLAND PLC as original mandated lead arrangers (in this capacity the Original Mandated Lead Arrangers);

 

(4)                                BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, BARCLAYS BANK PLC, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and THE ROYAL BANK OF SCOTLAND PLC as original bookrunners (in this capacity the Original Bookrunners);

 

(5)                                 ABBEY NATIONAL TREASURY SERVICES PLC (TRADING AS SANTANDER GLOBAL BANKING AND MARKETS), AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED BANK OF CHINA LIMITED, LONDON BRANCH, BNP PARIBAS FORTIS SA/NV, CITIBANK, N.A. LONDON BRANCH, COMMERZBANK AKTIENGESELLSCHAFT, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, LLOYDS BANK PLC AND ROYAL BANK OF CANADA as mandated lead arrangers (in this capacity the Additional Mandated Lead Arrangers);

 

(6)                                 BBVA IRELAND P.L.C., CRÉDIT INDUSTRIEL ET COMMERCIAL, LONDON BRANCH, DEUTSCHE BANK AG, LONDON BRANCH, DNB BANK ASA, HSBC BANK PLC, INTESA SANPAOLO S.P.A., NATIONAL BANK OF ABU DHABI PJSC, LONDON BRANCH, SUMITOMO MITSUI BANKING CORPORATION, TD BANK EUROPE LIMITED AND WELLS FARGO BANK INTERNATIONAL as lead arrangers (in this capacity the Additional Lead Arrangers);

 

(7)                                 THE FINANCIAL INSTITUTIONS listed on the signatory pages to this Agreement under the heading Existing Lenders (in this capacity, the Existing Lenders);

 

(8)                                 THE FINANCIAL INSTITUTIONS listed on the signatory pages to this Agreement under the heading New Lenders (in this capacity, the New Lenders); and

 

(9)                                 BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED as facility agent for the Lenders under and as defined in the Credit Agreement defined below (in this capacity, the Facility Agent).

 

IT IS AGREED as follows:

 

1.                                      INTERPRETATION

 

1.1                               Definitions

 

In this Agreement:

 

Credit Agreement means the US$2,160,000,000 facilities agreement dated 13 February 2014 between, among others, the Company, the Original Mandated Lead Arrangers and the Facility Agent.

 

1











 

Effective Date means 28 March 2014.

 

1.2                               Construction and incorporation of terms

 

(a)                                 Capitalised terms defined in the Credit Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement.

 

(b)                                 The provisions of clauses 1.2 (Construction), 34 (Severability), 27.4 (Waivers and remedies cumulative) and 39.2 (Service of process) of the Credit Agreement apply to this Agreement as though they were set out in full in this Agreement, except that references to the Credit Agreement are to be construed as references to this Agreement.

 

2.                                      TRANSFER

 

2.1                               Transfer of rights and obligations

 

On the Effective Date (regardless of whether a Major Default is then outstanding):

 

(a)                                 each New Lender will become a Lender under the Credit Agreement with the Commitments set out opposite its name in Schedule 1 (Commitments) and each Existing Lender transfers absolutely to each New Lender its rights corresponding to that Existing Lender’s pro rata share on the date of this Agreement of the Commitments set out opposite the New Lender’s name in Schedule 1 (Commitments);

 

(b)                                 the Commitments of each Existing Lender will be reduced to the amounts set out opposite its name in Schedule 1 (Commitments) and each Existing Lender will be released from those of its obligations under the Credit Agreement which correspond to those of its rights transferred to the New Lenders under paragraph (a) above but will retain the Commitments set out opposite its name in Schedule 1 (Commitments);

 

(c)                                  each New Lender will automatically assume and undertakes to perform all of the rights and obligations of a Lender under the Finance Documents in respect of the rights and obligations transferred to it under this Clause and each New Lender will be bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above;

 

(d)                                 each New Lender expressly acknowledges the limitations of responsibility of the Existing Lenders contained in the Credit Agreement; and

 

(e)                                  each New Lender expressly acknowledges that the Existing Lenders are under no obligation to accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Agreement or support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under any Finance Document or otherwise.

 

2.2                               Amounts due on or before the Effective Date

 

Any amounts payable to an Existing Lender by any Obligor on or prior to the Effective Date will be for the account of that Existing Lender, and no New Lender will have any interest in, or any rights in respect of, those amounts.

 

2.3                              Contact details

 

Each New Lender confirms that it has delivered to the Facility Agent its initial contact details for the purposes of the Credit Agreement.

 

2











 

2.4                               Transfer fee

 

The Facility Agent confirms that no transfer fees are payable to it under the Credit Agreement in respect of any transaction contemplated by this Agreement.

 

2.5                               Lender status confirmation

 

(a)                                 For the purpose of, and in accordance with, Clause 12.5 (Lender Status Confirmation) of the Credit Agreement, each New Lender provides confirmation opposite its name in Part 1 of Schedule 2 (Lender status confirmation) as to whether it is a Treaty Lender, a Qualifying Lender (other than a Treaty Lender) or not a Qualifying Lender.

 

(b)                                 For the purpose of, and in accordance with, Clause 12.2(h)(ii)(B) (Tax gross-up) of the Credit Agreement each New Lender that is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme confirms opposite its name in Part 2 of Schedule 2 (Treaty Passport Scheme confirmation) its scheme reference number and its jurisdiction of tax residence.

 

2.6                               Consent

 

Each of the Company (for itself and as agent for each of the other Obligors), the Original Mandated Lead Arrangers, the Existing Lenders and the Facility Agent consents to the New Lenders becoming Lenders and each Party accepts this Agreement as a Transfer Certificate being delivered under and for the purposes of Clause 28.6 (Procedure for transfer using a Transfer Certificate) so as to take effect in accordance with the provisions of that clause on the Effective Date.

 

2.7                               New Lender Confirmations

 

Each New Lender confirms to the Existing Lenders and the other Finance Parties that it:

 

(a)                                 has received a copy of the Credit Agreement together with such other documents and information as it has requested in connection with this transactions;

 

(b)                                 has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of each Obligor and its related entities and the nature and extent of any recourse against any Party or its assets) in connection with its participation in the Credit Agreement; and

 

(c)                                  has not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document.

 

2.8                               Designation

 

(a)                                 On the Effective Date, the Company and each Original Mandated Lead Arranger designate each Additional Mandated Lead Arranger as a Mandated Lead Arranger under and for the purposes of the Credit Agreement and each Additional Mandated Lead Arranger accepts such designation.

 

(b)                                 The Company and each Original Mandated Lead Arranger agree that from the Effective Date, each Additional Lead Arranger shall become party to the Credit Agreement in the capacity of a Lead Arranger and each Additional Lead Arranger accepts such designation.

 

3.                                      AMENDMENTS

 

(a)                                 Pursuant to clause 27 (Amendments and waivers) of the Credit Agreement, the Majority Lenders have consented to the amendments to the Credit Agreement contemplated by this Agreement.

 

3











 

Accordingly, the Facility Agent confirms it is authorised to execute this Agreement on behalf of the Finance Parties.

 

(b)                                 The Credit Agreement will be amended from the Effective Date in accordance with paragraph (c) below.

 

(c)                                  The Credit Agreement will be amended as follows:

 

(i)                                     the definition of Administrative Party in Clause 1.1 (Definitions) of the Credit Agreement will be deleted and replaced as follows:

 

“Administrative Party means each Lead Arranger, each Mandated Lead Arranger, the Global Co-ordinator or the Facility Agent.

 

(ii)                                  the definition of Excluded Subsidiaries in Clause 1.1 (Definitions) of the Credit Agreement will be amended by the replacement of the company name “GRD Limited” with the name “GRD Pty Limited (formerly known as GRD Limited)”;

 

(iii)                               a new definition of Lead Arranger shall be inserted in Clause 1.1 (Definitions) of the Credit Agreement before the definition of Lender and after the definition of Interpolated Screen Rate as follows:

 

“Lead Arranger means:

 

(a)                                                                               each financial institution designated as a Lead Arranger under Clause 2.8(b) (Designation) of the global transfer and amendment agreement dated 28 March 2014 between amongst others, the Original Mandated Lead Arrangers, the Company and the Facility Agent; and

 

(b)                                                                               any other person designated as a lead arranged by the Original Mandated Lead Arrangers and the Company.”

 

(iv)                              each of Clauses 7.4(b) and 7.4(c) of the Credit Agreement will be amended by the replacement of the words “paragraph 7.1” with the words “paragraph (a)”;

 

(v)                                 Clause 8.3 (Mandatory prepayment — relevant issue) of the Credit Agreement will be amended by the replacement of the words “Clause 7.3 (Repayment of Facility C Loans)” with the words “Clause 8.3 (Mandatory prepayment — relevant issue)”;

 

(vi)                              Clause 20.13 (Sanctions) of the Credit Agreement will be amended by the replacement of the words “our business” with the words “the Company’s business”;

 

(vii)                           Clause 20.5(c)(xiv) (Negative pledge) of the Credit Agreement will be amended by the replacement of the words “Majority Banks” with the words “Majority Lenders”; and

 

(viii)                        Clause 22.2 (Role of the Mandated Lead Arranger and Global Co-Ordinator) will be deleted and replaced as follows:

 

“22.2                                                                Role of the Mandated Lead Arrangers, Lead Arrangers and Global Co-Ordinator

 

(a)                                                                               Except as specifically provided in the Finance Documents, no Mandated Lead Arranger or Lead Arranger has any obligations of any kind to any other Party in connection with any Finance Document.

 

4











 

(b)                                                                               Except as specifically provided in the Finance Documents, the Global Co-ordinator has no obligations of any kind to any other Party in connection with any Finance Document.”; and

 

(ix)                              Clause 30.3(a)(v) will be amended by the replacement of the words “and the Mandated Lead Arrangers” with the words “, the Mandated Lead Arrangers and the Lead Arrangers”.

 

(d)                                 The Company on behalf of each Obligor confirms that on the date of this Agreement and the Effective Date the Major Representations are correct in all material respects and would also be true if references to the Agreement were construed as references to the Credit Agreement as amended by this Agreement.

 

(e)                                  The Company (for itself and on behalf of each Obligor) agrees to the amendment of the Credit Agreement as contemplated by this Agreement and with effect from the Effective Date confirms that any guarantee given by it or an Obligor under a Finance Document will continue in full force and effect and extend to the liabilities and obligations of the Obligors to the Finance Parties under the Finance Documents as amended by this Agreement.

 

(f)                                   From the Effective Date, the Credit Agreement and this Agreement will be construed as one document.

 

4.                                      NATURE OF THIS AGREEMENT

 

(a)                                 The Facility Agent and the Company designate this Agreement as a Finance Document.

 

(b)                                 The transfer of rights and obligations contemplated by this Agreement will take effect as a novation and the terms of the Credit Agreement will apply to the rights and obligations transferred as if this Agreement were a Transfer Certificate so that on the Effective Date Schedule 1 (Commitments) is substituted for the table showing each Original Lender’s commitments in Schedule 1 (Original Parties) to the Credit Agreement.

 

(c)                                  Except as expressly provided by the terms of this Agreement, each of the Finance Documents will continue in full force and effect.

 

5.                                      COUNTERPARTS

 

This Agreement may be executed in any number of counterparts.  This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

 

6.                                      GOVERNING LAW

 

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

 

7.                                      ENFORCEMENT

 

7.1                               Jurisdiction

 

(a)                                 The English courts have exclusive jurisdiction to settle any dispute including a dispute relating to any non-contractual obligation arising out of or in connection with this Agreement.

 

(b)                                The English courts are the most appropriate and convenient courts to settle any such dispute in connection with this Agreement.  The Company (for itself and each Obligor) agrees not to argue to the contrary and waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Agreement.

 

5











 

(c)                                  This Clause is for the benefit of the Finance Parties only.  To the extent allowed by law, a Finance Party may take:

 

(i)                                     proceedings in any other court; and

 

(ii)                                  concurrent proceedings in any number of jurisdictions.

 

(d)                                 References in this Clause to a dispute in connection with this Agreement includes any dispute as to the existence, validity or termination of this Agreement.

 

7.2                               Waiver of immunity

 

The Company (for itself and on behalf of each Obligor) irrevocably and unconditionally:

 

(a)                                 agrees not to claim any immunity from proceedings brought by a Finance Party against it or an Obligor (as applicable) in relation to this Agreement and to ensure that no such claim is made on its behalf;

 

(b)                                 consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and

 

(c)                                  waives all rights of immunity in respect of it or its assets.

 

7.3                               Waiver of trial by jury

 

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT.  THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY COURT.

 

This Agreement has been entered into on the date stated at the beginning of this Agreement.

 

6









 

SCHEDULE 1

 

COMMITMENTS

 

	
Name of Original Lender
    	
 
    	
Facility A Commitments
   (US$)
    	
 
    	
Facility B Commitments
   (US$)
    	
 
    	
Facility C Commitments
   (US$)
    	
 
    	
Revolving Facility
   Commitments
   (US$)
    	
 
    
	
Bank of America Merrill Lynch International Limited
    	
 
    	
62,500,000
    	
 
    	
46,111,113
    	
 
    	
46,111,113
    	
 
    	
13,888,888
    	
 
    
	
Barclays Bank PLC
    	
 
    	
62,500,000
    	
 
    	
46,111,113
    	
 
    	
46,111,113
    	
 
    	
13,888,887
    	
 
    
	
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
    	
 
    	
62,500,000
    	
 
    	
46,111,113
    	
 
    	
46,111,113
    	
 
    	
13,888,887
    	
 
    
	
The Royal Bank of Scotland plc
    	
 
    	
62,500,000
    	
 
    	
46,111,113
    	
 
    	
46,111,113
    	
 
    	
13,888,887
    	
 
    
	
Abbey National Treasury Services Plc (trading as Santander Global   Banking and Markets)
    	
 
    	
—
    	
 
    	
46,111,112
    	
 
    	
46,111,112
    	
 
    	
13,888,889
    	
 
    
	
Australia and New Zealand Banking Group Limited
    	
 
    	
—
    	
 
    	
46,111,112
    	
 
    	
46,111,112
    	
 
    	
13,888,889
    	
 
    
	
Bank of China Limited, London Branch
    	
 
    	
—
    	
 
    	
46,111,112
    	
 
    	
46,111,112
    	
 
    	
13,888,889
    	
 
    
	
BNP Paribas Fortis SA/NV
    	
 
    	
—
    	
 
    	
46,111,112
    	
 
    	
46,111,112
    	
 
    	
13,888,889
    	
 
    
	
Citibank, N.A. London Branch
    	
 
    	
—
    	
 
    	
46,111,112
    	
 
    	
46,111,112
    	
 
    	
13,888,889
    	
 
    
	
COMMERZBANK AKTIENGESELLSCHAFT, LONDON BRANCH
    	
 
    	
—
    	
 
    	
46,111,112
    	
 
    	
46,111,112
    	
 
    	
13,888,889
    	
 
    
	
Crédit Agricole Corporate And Investment Bank
    	
 
    	
—
    	
 
    	
46,111,112
    	
 
    	
46,111,112
    	
 
    	
13,888,889
    	
 
    
	
Lloyds Bank plc
    	
 
    	
—
    	
 
    	
46,111,112
    	
 
    	
46,111,112
    	
 
    	
13,888,889
    	
 
    
	
Royal Bank of Canada
    	
 
    	
—
    	
 
    	
46,111,112
    	
 
    	
46,111,112
    	
 
    	
13,888,889
    	
 
    
	
BBVA Ireland p.l.c.
    	
 
    	
—
    	
 
    	
23,055,554
    	
 
    	
23,055,554
    	
 
    	
6,944,445
    	
 
    
	
Crédit Industriel et Commercial, London Branch
    	
 
    	
—
    	
 
    	
23,055,554
    	
 
    	
23,055,554
    	
 
    	
6,944,445
    	
 
    
	
Deutsche Bank AG, London Branch
    	
 
    	
—
    	
 
    	
23,055,554
    	
 
    	
23,055,554
    	
 
    	
6,944,445
    	
 
    
	
DNB Bank ASA
    	
 
    	
—
    	
 
    	
23,055,554
    	
 
    	
23,055,554
    	
 
    	
6,944,445
    	
 
    
	
HSBC Bank plc
    	
 
    	
—
    	
 
    	
23,055,554
    	
 
    	
23,055,554
    	
 
    	
6,944,445
    	
 
    
	
Intesa Sanpaolo S.p.A.
    	
 
    	
—
    	
 
    	
23,055,554
    	
 
    	
23,055,554
    	
 
    	
6,944,445
    	
 
    
	
National Bank of Abu Dhabi PJSC, London Branch
    	
 
    	
—
    	
 
    	
23,055,554
    	
 
    	
23,055,554
    	
 
    	
6,944,445
    	
 
    
	
Sumitomo Mitsui Banking Corporation
    	
 
    	
—
    	
 
    	
23,055,554
    	
 
    	
23,055,554
    	
 
    	
6,944,445
    	
 
    
	
TD Bank Europe Limited
    	
 
    	
—
    	
 
    	
23,055,554
    	
 
    	
23,055,554
    	
 
    	
6,944,445
    	
 
    
	
Wells Fargo Bank International
    	
 
    	
—
    	
 
    	
23,055,554
    	
 
    	
23,055,554
    	
 
    	
6,944,445
    	
 
    
	
Total Commitments
    	
 
    	
250,000,000
    	
 
    	
830,000,000
    	
 
    	
830,000,000
    	
 
    	
250,000,000
    	
 
    


 

7









 

SCHEDULE 2

 

NEW LENDER CONFIRMATIONS

 

PART 1

 

LENDER STATUS CONFIRMATION

 

	
Name of New Lender
    	
 
    	
Lender Status Confirmation
    
	
Abbey   National Treasury Services Plc (trading as Santander Global Banking and   Markets)
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
Australia and   New Zealand Banking Group Limited
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
Bank of China   Limited, London Branch
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
BNP Paribas   Fortis SA/NV
    	
 
    	
Treaty Lender
    
	
Citibank,   N.A. London Branch
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
COMMERZBANK   AKTIENGESELLSCHAFT, LONDON BRANCH
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
Crédit   Agricole Corporate And Investment Bank
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
Lloyds Bank   plc
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
Royal Bank of   Canada
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
BBVA Ireland   p.l.c.
    	
 
    	
Treaty Lender
    
	
Crédit   Industriel et Commercial, London Branch
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
Deutsche Bank   AG, London Branch
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
DNB Bank ASA
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
HSBC Bank plc
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
Intesa Sanpaolo   S.p.A.
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
National Bank   of Abu Dhabi PJSC, London Branch
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
Sumitomo   Mitsui Banking Corporation
    	
 
    	
Treaty Lender
    
	
TD Bank   Europe Limited
    	
 
    	
Qualifying   Lender (other than a Treaty Lender)
    
	
Wells Fargo   Bank International
    	
 
    	
Treaty Lender
    


 

8











 

PART 2

 

TREATY PASSPORT SCHEME CONFIRMATION

 

	
Name of New Lender
    	
 
    	
Treaty Passport scheme reference number and
   jurisdiction of tax residence (if applicable)
    
	
Abbey   National Treasury Services Plc (trading as Santander Global Banking and   Markets)
    	
 
    	
-
    
	
Australia and   New Zealand Banking Group Limited
    	
 
    	
-
    
	
Bank of China   Limited, London Branch
    	
 
    	
-
    
	
BNP Paribas   Fortis SA/NV
    	
 
    	
Reference   Number: 18/B/359080/DTTP
    Jurisdiction of tax residence: Belgium
    
	
Citibank,   N.A. London Branch
    	
 
    	
-
    
	
COMMERZBANK   AKTIENGESELLSCHAFT, LONDON BRANCH
    	
 
    	
-
    
	
Crédit   Agricole Corporate And Investment Bank
    	
 
    	
-
    
	
Lloyds Bank   plc
    	
 
    	
-
    
	
Royal Bank of   Canada
    	
 
    	
-
    
	
BBVA Ireland   p.l.c.
    	
 
    	
Reference   Number: 12/B/254395/DTTP
    Jurisdiction of tax residence: Ireland
    
	
Crédit   Industriel et Commercial, London Branch
    	
 
    	
-
    
	
Deutsche Bank   AG, London Branch
    	
 
    	
-
    
	
DNB Bank ASA
    	
 
    	
-
    
	
HSBC Bank plc
    	
 
    	
-
    
	
Intesa Sanpaolo   S.p.A.
    	
 
    	
-
    
	
National Bank   of Abu Dhabi PJSC, London Branch
    	
 
    	
-
    
	
Sumitomo   Mitsui Banking Corporation
    	
 
    	
Reference   Number: 43/S/274647/DTTP
    Jurisdiction of tax residence: Japan
    
	
TD Bank   Europe Limited
    	
 
    	
-
    
	
Wells Fargo   Bank International
    	
 
    	
Reference   Number: 12/W/356771/DTTP
    Jurisdiction of tax residence: Ireland
    


 

9











 

SIGNATORIES

 

 

	
Company
    	
 
    
	
 
    	
 
    
	
AMEC PLC (for itself and on   behalf of the other Obligors)
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Alan Dick
    	
 
    
	
 
    	
Alan Dick
    	
 
    


 

10











 

	
Original   Mandated Lead Arrangers
    	
 
    
	
 
    	
 
    
	
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL   LIMITED
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Scot P. Mitchell
    	
 
    
	
 
    	
Scot P. Mitchell
    	
 
    
	
 
    	
 
    	
 
    
	
BARCLAYS BANK PLC
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Keith Hatton
    	
 
    
	
 
    	
Keith Hatton
    	
 
    
	
 
    	
 
    	
 
    
	
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Charles Griffiths
    	
 
    
	
 
    	
Charles Griffiths
    	
 
    
	
 
    	
 
    	
 
    
	
THE ROYAL BANK OF SCOTLAND PLC
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Stuart Foster
    	
 
    
	
 
    	
Stuart Foster
    	
 
    


 

11











 

	
Original Bookrunners
    	
 
    
	
 
    	
 
    
	
BANK OF AMERICA MERRILL   LYNCH INTERNATIONAL LIMITED
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Scot P. Mitchell
    	
 
    
	
 
    	
Scot P. Mitchell
    	
 
    
	
 
    	
 
    	
 
    
	
BARCLAYS BANK PLC
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Keith Hatton
    	
 
    
	
 
    	
Keith Hatton
    	
 
    
	
 
    	
 
    	
 
    
	
THE BANK OF   TOKYO-MITSUBISHI UFJ, LTD.
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Charles Griffiths
    	
 
    
	
 
    	
Charles Griffiths
    	
 
    
	
 
    	
 
    	
 
    
	
THE ROYAL BANK OF SCOTLAND   PLC
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Stuart Foster
    	
 
    
	
 
    	
Stuart Foster
    	
 
    


 

12











 

	
Additional   Mandated Lead Arrangers
    	
 
    
	
 
    	
 
    
	
ABBEY   NATIONAL TREASURY SERVICES PLC (TRADING AS SANTANDER GLOBAL BANKING AND   MARKETS)
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Paul McDonagh
    	
 
    
	
 
    	
Paul McDonagh
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ David Navalon
    	
 
    
	
 
    	
David Navalon
    	
 
    
	
 
    	
 
    	
 
    
	
AUSTRALIA AND NEW ZEALAND BANKING GROUP   LIMITED
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Nicholas Hill
    	
 
    
	
 
    	
Nicholas Hill
    	
 
    
	
 
    	
 
    	
 
    
	
BANK OF CHINA LIMITED, LONDON BRANCH
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Steve Hardman
    	
 
    
	
 
    	
Steve Hardman
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Huabin Wang
    	
 
    
	
 
    	
Huabin Wang
    	
 
    
	
 
    	
 
    	
 
    
	
BNP PARIBAS FORTIS SA/NV
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Pierre Demaerel
    	
 
    
	
 
    	
Pierre Demaerel
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Valérie Clar
    	
 
    
	
 
    	
Valérie Clar
    	
 
    
	
 
    	
 
    	
 
    
	
CITIBANK, N.A. LONDON BRANCH
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Andrew Mason
    	
 
    
	
 
    	
Andrew Mason
    	
 
    
	
 
    	
 
    	
 
    
	
COMMERZBANK AKTIENGESELLSCHAFT
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Fabrice Leistner
    	
 
    
	
 
    	
Fabrice Leistner
    	
 
    
	
 
    	
 
    	
 
    
	
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT   BANK
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Mike Hebb
    	
 
    
	
 
    	
Mike Hebb
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Arnaud Létrillart
    	
 
    
	
 
    	
Arnaud Létrillart
    	
 
    
	
 
    	
 
    	
 
    
	
LLOYDS BANK PLC
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Sami Al-Bakri
    	
 
    
	
 
    	
Sami Al-Bakri
    	
 
    
	
 
    	
 
    	
 
    
	
ROYAL BANK OF CANADA
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ G. David Cole
    	
 
    
	
 
    	
G. David Cole
    	
 
    


 

13











 

	
Additional   Lead Arrangers
    	
 
    
	
 
    	
 
    
	
BBVA IRELAND P.L.C.
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Pablo Vallejo
    	
 
    
	
 
    	
Pablo Vallejo
    	
 
    
	
 
    	
 
    	
 
    
	
CRÉDIT INDUSTRIEL ET   COMMERCIAL, LONDON BRANCH
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Ben Travers
    	
 
    
	
 
    	
Ben Travers
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ L. Batson
    	
 
    
	
 
    	
L. Batson
    	
 
    
	
 
    	
 
    	
 
    
	
DEUTSCHE BANK AG, LONDON BRANCH
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Andrea Thomasius
    	
 
    
	
 
    	
Andrea Thomasius
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Tanja Engelbrecht
    	
 
    
	
 
    	
Tanja Engelbrecht
    	
 
    
	
 
    	
 
    
	
DNB BANK ASA
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Jan Erik Berre
    	
 
    
	
 
    	
Jan Erik Berre
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Kelly Sage
    	
 
    
	
 
    	
Kelly Sage
    	
 
    
	
 
    	
 
    	
 
    
	
HSBC BANK PLC
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Rebecca Parrott
    	
 
    
	
 
    	
Rebecca Parrott
    	
 
    
	
 
    	
 
    	
 
    
	
INTESA SANPAOLO S.P.A.
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Lawrence Wybraniec
    	
 
    
	
 
    	
Lawrence Wybraniec
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Paul Samuels
    	
 
    
	
 
    	
Paul Samuels
    	
 
    
	
 
    	
 
    	
 
    
	
NATIONAL BANK OF ABU DHABI   PJSC, LONDON BRANCH
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Richard Collens 
    	
 
    
	
 
    	
Richard Collens 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Bernard Deery
    	
 
    
	
 
    	
Bernard Deery
    	
 
    
	
 
    	
 
    	
 
    
	
SUMITOMO MITSUI BANKING   CORPORATION
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Thierry Muschs
    	
 
    
	
 
    	
Thierry Muschs
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Francoise Bouchat
    	
 
    
	
 
    	
Francoise Bouchat
    	
 
    
	
 
    	
 
    	
 
    
	
TD BANK EUROPE LIMITED
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Heather Owen
    	
 
    
	
 
    	
Heather Owen
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Ryan Clancy
    	
 
    
	
 
    	
Ryan Clancy
    	
 
    


 

14









 

	
WELLS   FARGO BANK INTERNATIONAL
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ John O’Brien
    	
 
    
	
 
    	
John O’Brien
    	
 
    


 

15











 

	
Existing   Lenders
    	
 
    
	
 
    	
 
    
	
BANK OF AMERICA MERRILL   LYNCH INTERNATIONAL LIMITED
    
	
 
    	
 
    
	
By:
    	
/s/ Ilghiz Fazylov
    	
 
    
	
 
    	
Ilghiz   Fazylov
    	
 
    
	
 
    	
 
    
	
BARCLAYS BANK PLC
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Keith Hatton
    	
 
    
	
 
    	
Keith Hatton
    	
 
    
	
 
    	
 
    
	
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Carl Norrdell
    	
 
    
	
 
    	
Carl Norrdell
    	
 
    
	
 
    	
 
    
	
THE ROYAL BANK OF SCOTLAND PLC
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Stuart Foster
    	
 
    
	
 
    	
Stuart Foster
    	
 
    


 

16











 

	
New   Lenders
    	
 
    
	
 
    	
 
    
	
ABBEY NATIONAL TREASURY SERVICES PLC (TRADING AS SANTANDER GLOBAL   BANKING AND MARKETS)
    
	
 
    	
 
    
	
By:
    	
/s/ Paul McDonagh
    	
 
    
	
 
    	
Paul McDonagh
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ David   Navalon
    	
 
    
	
 
    	
David Navalon
    	
 
    
	
 
    	
 
    
	
AUSTRALIA AND NEW ZEALAND   BANKING GROUP LIMITED
    
	
 
    	
 
    
	
By:
    	
/s/ Nicholas Hill
    	
 
    
	
 
    	
Nicholas Hill
    	
 
    
	
 
    	
 
    
	
BANK OF CHINA LIMITED, LONDON BRANCH
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Steve Hardman
    	
 
    
	
 
    	
Steve Hardman
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Huabin   Wang
    	
 
    
	
 
    	
Huabin Wang
    	
 
    
	
 
    	
 
    
	
BNP   PARIBAS FORTIS SA/NV
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Pierre Demaerel
    	
 
    
	
 
    	
Pierre Demaerel
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Valérie   Clar
    	
 
    
	
 
    	
Valérie Clar
    	
 
    
	
 
    	
 
    
	
CITIBANK,   N.A. LONDON BRANCH
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Bogdan Oprea
    	
 
    
	
 
    	
Bogdan Oprea
    	
 
    
	
 
    	
 
    
	
COMMERZBANK AKTIENGESELLSCHAFT, LONDON   BRANCH
    
	
 
    	
 
    
	
By:
    	
/s/ Fabrice Leistner
    	
 
    
	
 
    	
Fabrice Leistner
    	
 
    
	
 
    	
 
    
	
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT   BANK
    
	
 
    	
 
    
	
By:
    	
/s/ Mike Hebb
    	
 
    
	
 
    	
Mike Hebb
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Arnaud Létrillart
    	
 
    
	
 
    	
Arnaud Létrillart
    	
 
    
	
 
    	
 
    
	
LLOYDS   BANK PLC
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Sami Al-Bakri
    	
 
    
	
 
    	
Sami Al-Bakri
    	
 
    
	
 
    	
 
    
	
ROYAL   BANK OF CANADA
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ G. David Cole
    	
 
    
	
 
    	
G. David Cole
    	
 
    


 

17











 

	
BBVA   IRELAND P.L.C.
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Pablo Vallejo
    	
 
    
	
 
    	
Pablo Vallejo
    	
 
    
	
 
    	
 
    
	
CRÉDIT INDUSTRIEL ET COMMERCIAL, LONDON   BRANCH
    
	
 
    	
 
    
	
By:
    	
/s/ Ben Travers
    	
 
    
	
 
    	
Ben Travers
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ L. Batson
    	
 
    
	
 
    	
L. Batson
    	
 
    
	
 
    	
 
    
	
DEUTSCHE   BANK AG, LONDON BRANCH
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Andrea Thomasius
    	
 
    
	
 
    	
Andrea Thomasius
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Tanja Engelbrecht
    	
 
    
	
 
    	
Tanja Engelbrecht
    	
 
    
	
 
    	
 
    
	
DNB   BANK ASA
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Jan Erik Berre
    	
 
    
	
 
    	
Jan Erik Berre
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Kelly Sage
    	
 
    
	
 
    	
Kelly Sage
    	
 
    
	
 
    	
 
    
	
HSBC   BANK PLC
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Rebecca Parrott
    	
 
    
	
 
    	
Rebecca Parrott
    	
 
    
	
 
    	
 
    
	
INTESA   SANPAOLO S.P.A.
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Lawrence Wybraniec
    	
 
    
	
 
    	
Lawrence Wybraniec
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Paul Samuels
    	
 
    
	
 
    	
Paul Samuels
    	
 
    
	
 
    	
 
    
	
NATIONAL BANK OF ABU DHABI PJSC, LONDON   BRANCH
    
	
 
    	
 
    
	
By:
    	
/s/ Richard Collens
    	
 
    
	
 
    	
Richard Collens
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Bernord Derry
    	
 
    
	
 
    	
Bernord Derry
    	
 
    
	
 
    	
 
    
	
SUMITOMO   MITSUI BANKING CORPORATION
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Thierry Muschs
    	
 
    
	
 
    	
Thierry Muschs
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Francoise Bouchat
    	
 
    
	
 
    	
Francoise Bouchat
    	
 
    
	
 
    	
 
    
	
TD   BANK EUROPE LIMITED
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Heather Owen
    	
 
    
	
 
    	
Heather Owen
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/ Ryan Clancy
    	
 
    
	
 
    	
Ryan Clancy
    	
 
    


 

18











 

	
WELLS   FARGO BANK INTERNATIONAL
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ John O’Brien
    	
 
    
	
 
    	
John O’Brien
    	
 
    


 

19











 

	
Global   Co-ordinator
    	
 
    
	
 
    	
 
    
	
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL   LIMITED
    
	
 
    	
 
    
	
By:
    	
/s/ Scot P. Mitchell
    	
 
    
	
 
    	
Scot P. Mitchell
    	
 
    
	
 
    	
 
    
	
Facility   Agent
    	
 
    
	
 
    	
 
    
	
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL   LIMITED
    
	
 
    	
 
    
	
By:
    	
/s/ Paula Beattie
    	
 
    
	
 
    	
Paula Beattie
    	
 
    


 

20