Common use of FOR AN ADDITIONAL OBLIGOR Clause in Contracts

FOR AN ADDITIONAL OBLIGOR. Corporate documentation 1. An Accession Agreement, duly entered into by the Company and the Additional Obligor. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor approving the terms of, and the transactions contemplated by, the Accession Agreement. 4. A specimen of the signature of each person authorised on behalf of the Additional Obligor to enter into or witness the entry into of any Finance Document or to sign or send any document or notice in connection with any Finance Document. 5. If required by law, a copy of a resolution of the relevant holders of its issued or allotted shares, approving the terms of, and the transactions contemplated by, the Accession Agreement. 6. If required by law, a copy of a resolution of the board of directors of each corporate shareholder in the Additional Guarantor approving the resolution referred to in paragraph 5 above. 7. A certificate of an authorised signatory of the Additional Obligor: (a) confirming that utilising the Total Commitments in full would not breach any limit binding on it; and (b) certifying that each copy document specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Agreement. 8. For each Additional Obligor incorporated or formed in the United States, a good standing certificate (including verification of tax status) issued as of a recent date by the appropriate government authority in its jurisdiction of incorporation or formation. 9. If available, a copy of the latest audited accounts of the Additional Obligor. 10. Evidence that the agent of the Additional Obligor under the Finance Documents for service of process in England and Wales has accepted its appointment. 11. A legal opinion of Xxxxx & Xxxxx LLP, legal advisers to the Facility Agent, addressed to the Finance Parties. 12. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion from legal advisers in that jurisdiction, addressed to the Finance Parties. 13. Evidence that all expenses due and payable from the Company under this Agreement in respect of the Accession Agreement have been paid. 14. Such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) in order for the Facility Agent or such Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents. 15. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Accession Agreement or for the validity and enforceability of any Finance Document. PART 1 FORM OF REQUEST - LOANS AMEC PLC - Credit Agreement 1. We refer to the Agreement. This is a Request. Unless otherwise defined herein, capitalised terms in this Request have the meanings given to them in the Agreement. 2. We wish to borrow a Loan on the following terms: (a) Borrower: [ ]; (b) Facility to be utilised: [Facility A/Facility B/Facility C/Revolving Facility] (c) Utilisation Date: [ ]; (d) Amount/currency: [ ]; (e) Term: [ ]. 3. Our payment instructions are: [ ]. 4. We confirm that each condition precedent under the Agreement which must be satisfied on the date of this Request is so satisfied. 5. This Request is irrevocable. [ ] PART 2 SELECTION NOTICE AMEC PLC —Credit Agreement 1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice. 2. We refer to the following [Facility A/Facility B/Facility C] Loan[s] in [currency] with an Term ending on [ ].* 3. [We request that the above [Facility A/Facility B/Facility C] Loan[s] be divided into [ ] [Facility A/Facility B/Facility C] Loans with the following Amounts and Terms.]** or 4. [We request that the next Term for the above [Facility A/Facility B/Facility C] Loan[s] is [ ].]*** 5. We request that the above [Facility A/Facility B/Facility C] Loan[s] [is/are] [denominated in the same currency for the next Term. 6. We confirm that each condition precedent under the Agreement which is required to be satisfied on the date of this Selection Notice is satisfied. 7. This Selection Notice is irrevocable. [COMPANY] * Insert details of all [Facility A/Facility B/Facility C] Loans in the same currency which have an Term ending on the same date. ** Use this option if division of Loans is requested. *** Use this option if sub division is not required.

FOR AN ADDITIONAL OBLIGOR. Corporate documentation 1. An Accession Agreement, duly entered into by the Company and the Additional Obligor. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor approving the terms of, and the transactions contemplated by, the Accession Agreement. 4. A specimen of the signature of each person authorised on behalf of the Additional Obligor to enter into or witness the entry into of any Finance Document or to sign or send any document or notice in connection with any Finance Document. 5. If required by law, a copy of a resolution of the relevant holders of its issued or allotted shares, approving the terms of, and the transactions contemplated by, the Accession Agreement. 6. If required by law, a copy of a resolution of the board of directors of each corporate shareholder in the Additional Guarantor approving the resolution referred to in paragraph 5 above. 7. A certificate of an authorised signatory of the Additional Obligor: (a) confirming that utilising the Total Commitments in full would not breach any limit binding on it; and (b) certifying that each copy document specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Agreement. 8. For each Additional Obligor incorporated or formed in the United States, a good standing certificate (including verification of tax status) issued as of a recent date by the appropriate government authority in its jurisdiction of incorporation or formation. 9. If available, a copy of the latest audited accounts of the Additional Obligor. 10. Evidence that the agent of the Additional Obligor under the Finance Documents for service of process in England and Wales has accepted its appointment. 11. A legal opinion of Xxxxx & Xxxxx Overy LLP, legal advisers to the Facility Agent, addressed to the Finance Parties. 12. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion from legal advisers in that jurisdiction, addressed to the Finance Parties. 13. Evidence that all expenses due and payable from the Company under this Agreement in respect of the Accession Agreement have been paid. 14. Such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) in order for the Facility Agent or such Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents. 15. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Accession Agreement or for the validity and enforceability of any Finance Document. PART 1 FORM OF REQUEST - LOANS AMEC PLC - Credit AgreementLOANS 1. We refer to the Agreement. This is a Request. Unless otherwise defined herein, capitalised terms in this Request have the meanings given to them in the Agreement. 2. We wish to borrow a Loan on the following terms: (a) Borrower: [ ]; (b) Facility to be utilised: [Facility A/Facility B/Facility C/Revolving Facility] (c) Utilisation Date: [ ]; (d) Amount/currency: [ ]; (e) Term: [ ]. 3. Our payment instructions are: [ ]. 4. We confirm that each condition precedent under the Agreement which must be satisfied on the date of this Request is so satisfied. 5. This Request is irrevocable. By: [ ] PART 2 SELECTION NOTICE AMEC PLC —Credit Agreement dated [ ] 2014 (the Agreement) 1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice. 2. We refer to the following [Facility A/Facility B/Facility C] Loan[s] in [currency] with an Term ending on [ ].* 3. [We request that the above [Facility A/Facility B/Facility C] Loan[s] be divided into [ ] [Facility A/Facility B/Facility C] Loans with the following Base Currency Amounts and Terms.]** or 4. [We request that the next Term for the above [Facility A/Facility B/Facility C] Loan[s] is [ ].]*** 5. We request that the above [Facility A/Facility B/Facility C] Loan[s] [is/are] [denominated in the same currency for the next Term. 6. We confirm that each condition precedent under the Agreement which is required to be satisfied on the date of this Selection Notice is satisfied. 7. This Selection Notice is irrevocable. By: [COMPANY] * Insert details of all [Facility A/Facility B/Facility C] Loans in the same currency which have an Term ending on the same date. ** Use this option if division of Loans is requested. *** Use this option if sub division is not required. To: BANK OF AMERICA XXXXXXX XXXXX INTERNATIONAL LIMITED as Facility Agent From: [EXISTING LENDER] (the Existing Lender) and [NEW LENDER] (the New Lender) Date: [ ] AMEC PLC - Credit Agreement dated [ ] 2014 (the Agreement) We refer to the Agreement. This is a Transfer Certificate. Unless otherwise defined herein, capitalised terms in this Transfer Certificate have the meanings given to them in the Agreement. 1. The Existing Lender transfers by novation to the New Lender the Existing Lender’s rights and obligations referred to in the Schedule below in accordance with the terms of the Agreement. 2. The proposed Transfer Date is [ ]. 3. The administrative details of the New Lender for the purposes of the Agreement are set out in the Schedule. 4. The New Lender confirms that it is: (a) [a Qualifying Lender (other than a Treaty Lender);or ] (b) [a Treaty Lender; or] (c) [not a Qualifying Lender]. 5. [The New Lender is a UK Non-Bank Lender and gives a Tax Confirmation (as defined in the Agreement) by entering into this Transfer Certificate.](1) 6. [The New Lender confirms (without liability to any Obligor) that it is a Treaty Lender that holds a passport under the HM Revenue & Customs DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ], so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and requests that the Company notify: (a) each Borrower which is a Party as a Borrower as at the Transfer Date; and (b) each Additional Borrower which becomes an Additional Borrower after the Transfer Date, that it wishes the scheme to apply to the Agreement.](2) 7. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations in respect of this Transfer Certificate contained in the Agreement. (1) Include if applicable. (2) This confirmation must be included if the New Lender holds a passport under the HM Revenue & Customs DT Treaty Passport scheme and wishes that scheme to apply to the Agreement. 8. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of the Transfer Certificate. 9. This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law. Rights and obligations to be transferred by novation [insert relevant details, including applicable Commitment (or part)] Administrative details of the New Lender [insert details of Facility Office, address for notices and payment details etc.] [EXISTING LENDER] [NEW LENDER] By: By: The Transfer Date is confirmed by the Facility Agent as [ ]. BANK OF AMERICA XXXXXXX XXXXX INTERNATIONAL LIMITED By: None — — To: BANK OF AMERICA XXXXXXX XXXXX INTERNATIONAL LIMITED as Facility Agent From: AMEC PLC Date: [ ] AMEC PLC - Credit Agreement dated [ ] 2014 (the Agreement) 1. We refer to the Agreement. This is a Compliance Certificate. Unless otherwise defined herein, capitalised terms in this Compliance Certificate have the meanings given to them in the Agreement. 2. We confirm that as at [relevant testing date]: (a) [Adjusted Consolidated EBITDA was [ ]; and Consolidated Total Net Borrowings are [ ]; therefore, Consolidated Total Net Borrowings are [ ] x Adjusted Consolidated EBITDA;] and (b) [Consolidated EBITDA was [ ] and Consolidated Net Finance Costs were [ ]; therefore, the ratio of Consolidated EBITDA to Consolidated Net Finance Costs was [ ] to 1; and (c) [the aggregate turnover of the Guarantors constituted [ ]% of the total turnover of the Group](3) 3. We set out below calculations establishing the figures in paragraph 2 above: [ ](4). 4. We confirm that as at [relevant testing date] [no Default is outstanding]/[the following Default[s] [is/are] outstanding and the following steps are being taken to remedy [it/them]: [ ]. 5. We attach a list of all Material Subsidiaries as at the date of this certificate. 6. We attach a list of all Subsidiaries of the Company which are Project Companies as at the date of this certificate. AMEC PLC By: