Exhibit 10.2


 


EXECUTION COPY


 


AMENDMENT NO. 3


 


Dated as of July 7, 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. 3
(this “Amendment”) is made as of July 7, 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(a) of the Credit Agreement is hereby restated in its entirety as follows:


 


“(a)   Annual
Financial Statements. As soon as available and in any event within one hundred (100) days after the end of each fiscal
year of the Company, a consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such
fiscal year and the related consolidated statements of earnings and cash flow for such fiscal year, as set forth in the
Company's annual report for the fiscal year then ended as filed with the SEC on form 10-K, setting forth in each case in
comparative form the figures for the previous fiscal year, audited and accompanied by a report and opinion of Ernst &
Young LLP or other independent public accountants of nationally recognized standing, which report and opinion shall be
prepared in a manner acceptable to the SEC and shall not be subject to any “going concern” or like qualification
or exception or any qualification or exception as to the scope of such audit (provided that solely with respect to the
Company’s fiscal year ending on or about December 31, 2019, it is understood and agreed that such financial statements,
report and opinion required to be delivered pursuant to this Section 5.01(a) shall instead be required to be delivered by the
Company on or prior to September 30, 2020);”


 






    


     


    

 


(b)               
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 and (y) fiscal quarter ending on or about June 30, 2020, 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 September 30, 2020);”


 


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 and (ii) 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.


 






    2


     


    

 


(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 and May 12, 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.


 


(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/
Maurice Kuitems               
	 	Name: Maurice
    Kuitems                          
	 	Title: Vice President



 


Signature Page to Amendment No. 3 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/ P. Nicholas Rogers
	 	Name: P. Nicholas Rogers
	 	Title: Managing Director
	 	 
	 	By:	/s/ Karim Remtoula
	 	Name: Karim Remtoula
	 	Title: Vice President



 


Signature Page to Amendment No. 3 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. 3 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. 3 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. 3 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 Braniotis
	 	Name: Frans Braniotis
	 	Title: Managing Director



 


Signature Page to Amendment No. 3 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/
    Rose Mary Perez
	 	Name:   Rose Mary
    Perez
	 	Title:   Managing
    Director
	 	 
	 	By:	/s/ Gordon
    Yip                        
	 	Name:   Gordon Yip
	 	Title:   Director



 






    Signature Page to Amendment No. 3 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. 3 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/
    Kamala Basdeo                        
	 	Name:   Kamala Basdeo
	 	Title:   Assistant
    Vice President
	 	 
	 	By:	/s/ Tina
    Wong
	 	Name:   Tina Wong
	 	Title:   Assistant
    Vice President



 






    Signature Page to Amendment No. 3 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. 3 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. 3 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. 3 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/
    Rumesha Ahmed              
	 	Name:   Rumesha Ahmed
	 	Title:   Vice President



 






    Signature Page to Amendment No. 3 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:   Senior Vice
    President



 






    Signature Page to Amendment No. 3 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/
    Jamie Minieri
	 	Name:   Jamie Minieri
	 	Title:   Authorized
    Signatory



 






    Signature Page to Amendment No. 3 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:   Vice President



 






    Signature Page to Amendment No. 3 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/
    Stuart Brown
	 	Name:   Stuart Brown
	 	Title:   Tier Two
    Attorney



 






    Signature Page to Amendment No. 3 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. 3 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. 3 to
$1,700,000,000 Amended and Restated Revolving Loan and Letter of Credit Facility Agreement
dated as of February 25, 2016
Fluor Corporation