57
SECTION 5.11.
Pari-passu Obligations
57
SECTION 5.12.
Further Assurances
57
SECTION 5.13.
Use of Proceeds
58
ARTICLE VI DEFAULTS
58
SECTION 6.01.
Events of Default
58
SECTION 6.02.
Remedies
60
ARTICLE VII THE ADMINISTRATIVE AGENT
61
SECTION 7.01.
Appointment and Authorization
61
SECTION 7.02.
Rights as a Lender
61
SECTION 7.03.
Reliance by Administrative Agent
61
SECTION 7.04.
Delegation of Duties
61
SECTION 7.05.
Exculpatory Provisions
62
SECTION 7.06.
Indemnification
62
SECTION 7.07.
Non-Reliance on Administrative Agent and Other Lenders
63
SECTION 7.08.
Resignation of Administrative Agent
63
SECTION 7.09.
Agent With Respect to Cash Collateral Accounts
64
SECTION 7.10.
No Other Duties, etc.
64
ARTICLE VIII MISCELLANEOUS
64
SECTION 8.01.
Notices
64
SECTION 8.02.
No Waivers
65
SECTION 8.03.
Expenses; Taxes; Indemnification
65
SECTION 8.04.
Sharing of Set-Offs
67
SECTION 8.05.
Amendments and Waivers
67
SECTION 8.06.
Successors and Assigns
68
ii
SECTION 8.07.
Collateral
71
SECTION 8.08.
Governing Law
71
SECTION 8.09.
Counterparts; Effectiveness
71
SECTION 8.10.
Confidentiality
71
SECTION 8.11.
Captions
72
SECTION 8.12.
Severability
72
SECTION 8.13.
Integration
72
SECTION 8.14.
Consent To Jurisdiction; Waiver Of Venue
72
SECTION 8.15.
Service of Process
73
SECTION 8.16.
No Advisory or Fiduciary Responsibility
74
SECTION 8.17.
WAIVER OF TRIAL BY JURY
74
SECTION 8.18.
Interest Rate Limitation
75
SECTION 8.19.
Judgment Currency
75
SECTION 8.20.
USA Patriot Act
75
SECTION 8.21.
Attorney Representation
76
SECTION 8.22.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
76
ARTICLE IX COMPANY GUARANTEE
76
LIST OF EXHIBITS AND SCHEDULES
EXHIBIT A-1
FORM OF OPINION OF INTERNAL COUNSEL FOR THE BORROWERS
EXHIBIT A-2
FORM OF OPINION OF SPECIAL DUTCH COUNSEL FOR THE DUTCH BORROWER
EXHIBIT B
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT C
FORM OF SECRETARY/ASSISTANT SECRETARY CERTIFICATE
EXHIBIT D
FORM OF NOTICE OF REVOLVING BORROWING
EXHIBIT E
FORM OF NOTICE OF CONVERSION/CONTINUATION
EXHIBIT F
FORM OF REVOLVING NOTE
EXHIBIT G-1
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
EXHIBIT G-2
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
EXHIBIT G-3
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
EXHIBIT G-4
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
SCHEDULE 1.01(a)
COMMITMENTS AND APPLICABLE PERCENTAGES
SCHEDULE 1.01(b)
EXISTING LETTERS OF CREDIT
SCHEDULE 5.08
EXISTING LIENS
iii
AMENDED AND RESTATED
REVOLVING LOAN AND LETTER OF CREDIT FACILITY AGREEMENT
AMENDED AND RESTATED REVOLVING LOAN AND LETTER OF CREDIT FACILITY AGREEMENT (as
amended, restated, amended and restated, supplemented or otherwise modified from
time to time, this "Agreement") dated as of February 25, 2016 among FLUOR
CORPORATION, FLUOR B.V., the LENDERS party hereto from time to time, and BNP
PARIBAS, as Administrative Agent and an Issuing Lender.
WHEREAS, the Company, the lenders party thereto and BNP Paribas, as
administrative agent thereunder, are currently party to that certain
U.S.$1,800,000,000 Revolving Loan and Letter of Credit Facility Agreement, dated
as of November 9, 2012, (as amended, supplemented or otherwise modified prior to
the date hereof, the "Existing Credit Agreement").
WHEREAS, the Borrowers, the Lenders and the Administrative Agent have agreed to
enter into this Agreement in order to (i) amend and restate