Exhibit








EXHIBIT 10.1






SECOND AMENDMENT TO
CREDIT AGREEMENT


Dated as of February 27, 2018


among


AEGION CORPORATION,
as the Borrower,


CERTAIN SUBSIDIARIES OF THE BORROWER,
as the Guarantors,


BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and an L/C Issuer,


U.S. BANK NATIONAL ASSOCIATION,
PNC BANK, NATIONAL ASSOCIATION,
and
COMPASS BANK
as Co-Syndication Agents,


and


THE OTHER LENDERS PARTY HERETO








MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
U.S BANK NATIONAL ASSOCATION,
PNC CAPITAL MARKETS, LLC
and
COMPASS BANK
as Joint Lead Arrangers and Joint Bookrunners






















Confidential Treatment Requested. Certain confidential information in this agreement has been redacted in reliance upon a confidential treatment request filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. In this agreement, we indicate redaction by use of the following symbol [***]. Such confidential portions have been omitted and filed separately with the Commission.

















SECOND AMENDMENT TO CREDIT AGREEMENT


THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of February 27, 2018 (this “Amendment”) is entered into among Aegion Corporation, a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).


RECITALS


WHEREAS, the Borrower, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent entered into that certain Amended and Restated Credit Agreement dated as of October 30, 2015 (as amended by that First Amendment to Credit Agreement dated as of November 30, 2017 and as further amended and modified from time to time, the “Credit Agreement”); and


WHEREAS, the Borrower has requested that the Lenders further amend the Credit Agreement as set forth below.


NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1.    Amendments.  The Credit Agreement is hereby amended as follows:


(a)    The following definition of “2017 Strategic Cash Restructuring Charges” is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:


“2017 Strategic Cash Restructuring Charges” means the cash portion of pre-tax charges relating to office closures, employee terminations, contract settlements, relocation expenses and write-down/reserve of receivables and other assets primarily incurred by the Borrower and its Subsidiaries in connection with the restructuring of the Borrower and its Subsidiaries in fiscal year 2017 and 2018 but excluding, for the avoidance of doubt, non-cash charges for asset write-downs or similar matters which are otherwise applicable and included in clause (v) of the definition of Consolidated EBITDA. 


(b)    The following definition of “Bayou Disposition” is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:


“Bayou Disposition” means the Disposition of: (1) all or substantially all of the assets of The Bayou Companies, LLC, a Delaware limited liability company (“TBC”); (2) all of the outstanding Equity Interests of TBC; (3) all or substantially all of the assets of Bayou Wasco Insulation, LLC, a Delaware limited liability company (“BWI”); and/or (4) 51% of the outstanding Equity Interests of BWI, which represent all of the outstanding Equity Interests of BWI owned directly or indirectly by the Borrower.


(c)    The following definition of “LIBOR Screen Rate” is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:


“LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).













(d)    The following definition of “LIBOR Successor Rate Conforming Changes” is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:


“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the commercially reasonable discretion of the Administrative Agent in consultation with the Borrower, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower).  
(e)    The following definition of “Second Amendment” is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:


“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of the Second Amendment Effective Date, among the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent.


(f)    The following definition of “Second Amendment Effective Date” is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:


“Second Amendment Effective Date” means February 27, 2018.


(g)    The definition of “Administrative Agent Fee Letter” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:


“Administrative Agent Fee Letter” means the letter agreement, dated February 5, 2018 among the Borrower, Bank of America and MLPFS.


(h)    The penultimate sentence in the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:


The Applicable Rate in effect from the Second Amendment Effective Date through the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(a) for the fiscal quarter ending March 31, 2018 shall be determined based upon Pricing Tier 4.  


 (i)    The definition of “Chicago Letters of Credit” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:


“Chicago Letters of Credit” means that certain Letter of Credit numbered 705264 issued by Bank of America in favor of the City of Chicago, as the beneficiary, in an aggregate principal amount of $25,000 and that certain Letter of Credit numbered 68110902 issued by Bank of America in favor of the City of Chicago, as the beneficiary, in an aggregate principal amount of $10,000 and that certain Letter of Credit numbered 68129450 issued by Bank of America in favor of the City of Chicago, as the beneficiary, in an aggregate principal amount of $50,000 and any amendments to any and all of the foregoing and any other Letters of Credit issued by Bank of America in favor of the City of Chicago, as the beneficiary such that the aggregate amount of all such Letters of Credit shall not exceed $350,000 at any time.













(j)    The definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:


“Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis and without duplication, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for taxes based on income (including federal, state, local, foreign, and withholding) for Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense for such period, (iv) non-cash stock based compensation expense for such period, (v) non-recurring expenses of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (vi) to the extent recorded on or before December 31, 2016, the 2014 Strategic Restructuring Charges, (vii) any losses on sales of assets or Equity Interests outside the ordinary course of business for such period, (viii) to the extent incurred on or before December 31, 2018, transaction costs (not including any costs that will be capitalized) in respect of closing the Second Amendment and the Bayou Disposition (whether or not consummated) in an aggregate amount not to exceed $10,000,000, (ix) transaction costs (not including any costs that will be capitalized) incurred by the Borrower, any Loan Party or any Person acquired in respect of any Permitted Acquisition in an aggregate amount not to exceed $5,000,000 for any Permitted Acquisition and $25,000,000 after the Second Amendment Effective Date, in each case, to the extent such costs are incurred no later than twelve months following the consummation of such Permitted Acquisition, and (x) to the extent recorded on or before September 30, 2018, the 2017 Strategic Cash Restructuring Charges in an aggregate amount not to exceed $25,000,000, and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) all non-cash items increasing Consolidated Net Income for such period (including but not limited to gains or income items for reversal or reduction of Earn Out Obligations or similar contingent consideration amounts), and (ii) any gains on sales of assets or Equity Interests outside the ordinary course of business, all as determined in accordance with GAAP and without duplication of any other income statement items used in calculating Consolidated EBITDA on a Pro Forma Basis.


(k)    The definition of “Joint Fee Letter” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:


“Joint Fee Letter” means the letter agreement, dated February 5, 2018 among the Borrower, Bank of America, PNC Bank, National Association and the Joint Lead Arrangers.


(l)    The definition of “Joint Lead Arrangers” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:


“Joint Lead Arrangers” means MLPFS, U.S. Bank National Association, PNC Capital Markets, LLC, and Compass Bank d/b/a BBVA Compass.


(m)    The definition of “Letter of Credit Sublimit” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:


“Letter of Credit Sublimit” means an amount equal to the lesser of (a) the Aggregate Revolving Commitments and (b) $90,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
(n)    The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:


“Maturity Date” means February 27, 2023.













(o)    The definition of “Permitted Sale Leaseback Transaction” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:
 
“Permitted Sale Leaseback Transaction” means any Sale and Leaseback Transaction entered into by a Loan Party or any Subsidiary after the Second Amendment Effective Date; provided, that (a) the aggregate value of all properties of the Loan Parties and their Subsidiaries that are Disposed of pursuant to Permitted Sale Leaseback Transactions shall not exceed $30,000,000 and (b) the consideration paid in connection any Permitted Sale Leaseback Transaction shall be cash or Cash Equivalents paid contemporaneous with consummation of such Permitted Sale Leaseback Transaction and shall be in an amount not less than the fair market value of the property Disposed of.


(p)    The definition of “Term Loan Commitment” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:


“Term Loan Commitment” means, as to each Lender, its obligation to make its portion of the Term Loan to the Borrower pursuant to Section 2.01(b), in the principal amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate principal amount of the Term Loan Commitments of all of the Lenders as in effect on the Second Amendment Effective Date is THREE HUNDRED EIGHT MILLION, FOUR HUNDRED THIRTY-SEVEN THOUSAND, FIVE HUNDRED DOLLARS ($308,437,500).


(q)    The definition of “Treasury Management Agreement” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:


“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services (including, without limitation, letters of credit and bank guaranties issued in connection with trade transactions) and other cash management services. 


(r)    Section 2.01(b) of the Credit Agreement is hereby amended to read as follows: 


(b)    Term Loan.  Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (the “Term Loan”) to the Borrower in Dollars on the Second Amendment Effective Date in an aggregate amount not to exceed such Lender's Term Loan Commitment.  The Lenders shall make the Term Loan to the Borrower by (i) advancing additional borrowings on the Second Amendment Effective Date and/or (ii) continuing portions of the Term Loan outstanding immediately prior to the Second Amendment Effective Date.  Amounts repaid or prepaid on the Term Loan may not be reborrowed.  The Term Loan may consist of Base Rate Loans or Eurocurrency Rate Loans or a combination thereof, as further provided herein, provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans.  


(s)    Sections 2.03(a)(ii)(A) and 2.03(a)(ii)(B) of the Credit Agreement are hereby amended to read as follows: 


(A)     subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension (other than the Chicago Letters of Credit), unless the Required Lenders have approved such expiry date; provided, however, that up to $20,000,000 of Letters of Credit may be issued with expiry dates longer than twelve months after the date of issuance or last extension, but not later than twelve months after the Letter of Credit Expiration Date, subject to the Borrower’s compliance with Section 2.14; or 













(B)    the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date (other than the Chicago Letters of Credit), unless all the Lenders have approved such expiry date; provided, however, that up to $20,000,000 of Letters of Credit may be issued with expiry dates not later than twelve months after the Letter of Credit Expiration Date, subject to the Borrower’s compliance with Section 2.14. 


(t)    The last sentence in Section 2.03(b)(iii) of the Credit Agreement is hereby amended to read as follows: 


Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date (other than the Chicago Letters of Credit and up to $20,000,000 of Letters of Credit which may be extended to an expiry date not later than twelve months after the Letter of Credit Expiration Date); provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each case directing the L/C Issuer not to permit such extension.


(u)    Section 2.05(b)(vi)(B) of the Credit Agreement is hereby amended to read as follows: 


(B)    with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii), (iv), and (v) first to the Term Loan (to the remaining principal amortization payments of the Term Loan in inverse order of maturity), then (after the Term Loan has been paid in full) to the Revolving Loans and then (after all Revolving Loans have been repaid), if a Default then exists, to Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Commitments).  Notwithstanding the foregoing, the Net Cash Proceeds of the Bayou Disposition shall be applied to the prepayment of the Revolving Loans (it being understood that the Net Cash Proceeds in excess of the outstanding amount of Revolving Loans may be retained by the Borrower), with a simultaneous permanent reduction of the Aggregate Revolving Commitments of $25,000,000.


(v)    Section 2.06(b) of the Credit Agreement is hereby amended to read as follows:


(b)    Mandatory Reductions.  If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Swing Line Sublimit or the Alternative Currency Sublimit exceeds the Aggregate Revolving Commitments at such time, the Letter of Credit Sublimit, the Swing Line Sublimit or the Alternative Currency Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.  In addition, upon the consummation of the Bayou Disposition and any prepayment of the Revolving Loans in accordance with Section 2.05(b)(vi)(B), the Aggregate Revolving Commitments shall be permanently and automatically reduced by $25,000,000.


(w)    Section 2.07(c) of the Credit Agreement is hereby amended in its entirety to read as follows:


(c)    Term Loan.  The Borrower shall repay the outstanding principal amount of the Term Loan (excluding Incremental Term Loans) in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), unless accelerated sooner pursuant to Section 9.02:













	
		
	Payment Dates
	Principal Amortization Payment 

	March 31, 2018
	$6,562,500.00

	June 30, 2018
	$6,562,500.00

	September 30, 2018
	$6,562,500.00

	December 31, 2018
	$6,562,500.00

	March 31, 2019
	$6,562,500.00

	June 30, 2019
	$6,562,500.00

	September 30, 2019
	$6,562,500.00

	December 31, 2019
	$8,750,000.00

	March 31, 2020
	$8,750,000.00

	June 30, 2020
	$8,750,000.00

	September 30, 2020
	$8,750,000.00

	December 31, 2020
	$5,783,203.12

	March 31, 2021
	$5,783,203.12

	June 30, 2021
	$5,783,203.13

	September 30, 2021
	$5,783,203.13

	December 31, 2021
	$7,710,937.50

	March 31, 2022
	$7,710,937.50

	June 30, 2022
	$7,710,937.50

	September 30, 2022
	$7,710,937.50

	December 31, 2022
	$7,710,937.50

	Maturity Date
	Outstanding Principal Balance of Term Loan






(x)    A new Section 2.07(d) is hereby added to the Credit Agreement to read as follows:


(d)    Incremental Term Loans.  The Borrower shall repay the outstanding principal amount of the Incremental Term Loans in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), unless accelerated sooner pursuant to Section 9.02:













	
		
	Payment Dates
	Principal Amortization Payment (% of the amount of Incremental Term Loans) 

	March 31, 2018
	1.25%

	June 30, 2018
	1.25%

	September 30, 2018
	1.25%

	December 31, 2018
	1.25%

	March 31, 2019
	1.25%

	June 30, 2019
	1.25%

	September 30, 2019
	1.25%

	December 31, 2019
	1.25%

	March 31, 2020
	1.875%

	June 30, 2020
	1.875%

	September 30, 2020
	1.875%

	December 31, 2020
	1.875%

	March 31, 2021
	1.875%

	June 30, 2021
	1.875%

	September 30, 2021
	1.875%

	December 31, 2021
	1.875%

	March 31, 2022
	2.5%

	June 30, 2022
	2.5%

	September 30, 2022
	2.5%

	December 31, 2022
	2.5%

	Maturity Date
	Outstanding Principal Balance of Term Loan






(y)    Section 2.09(b) of the Credit Agreement is hereby amended to read as follows: 


(b)    Fee Letters.  The Borrower shall pay to the Administrative Agent and the Joint Lead Arrangers for their own respective accounts fees in the amounts and at the times specified in the Fee Letters.  Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.


(z)    The section labeled as “3.07    Survival” in the Credit Agreement shall now be Section 3.08 and the following Section 3.07 shall be added to the Credit Agreement in appropriate numerical order: 


3.07    Successor LIBOR.


Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including Section 11.01 hereof), if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:


(i)    adequate and reasonable means do not exist for ascertaining LIBOR for the applicable currency for any requested Interest Period because the LIBOR Screen Rate for the applicable currency is not available or published on a current basis and such circumstances are unlikely to be temporary; or













(ii)    the administrator of the LIBOR Screen Rate for the applicable currency or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR for the applicable currency or the LIBOR Screen Rate for the applicable currency shall no longer be made available, or used for determining the interest rate of loans denominated in the applicable currency (such specific date, the “Scheduled Unavailability Date”), or


(iii)    syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR for the applicable currency,


then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable,  the Administrative Agent and the Loan Parties may amend this Agreement to replace LIBOR for the applicable currency with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities denominated in the applicable currency for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment (a “LIBOR Successor Amendment”), shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Amendment to all Lenders and the Loan Parties unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Amendment (in which case, the Administrative Agent and the Borrower may propose an alternative LIBOR Successor Amendment).


If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the applicable currency shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) if the applicable currency is US dollars, then the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate.  Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in the applicable currency (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.


Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.


(aa)    The last sentence in Section 6.10 of the Credit Agreement is hereby amended to read as follows: 


The insurance coverage of the Loan Parties as in effect on the Second Amendment Effective Date is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 6.10.


(bb)    Section 6.13 of the Credit Agreement is hereby amended to read as follows: 


6.13    Subsidiaries.


Set forth on Schedule 6.13 is a complete and accurate list as of the Second Amendment Effective Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of formation, (ii) number of shares or percentage of each class of Equity Interests outstanding, (iii) number or percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary 











and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto.  The outstanding Equity Interests of each Subsidiary of any Loan Party is validly issued, fully paid and non-assessable.


(cc)    The second sentence in Section 6.17 of the Credit Agreement is hereby amended to read as follows: 


Set forth on Schedule 6.17 is a list of all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party as of the Second Amendment Effective Date that are reasonably necessary for the operation of its respective business.  


     (dd)    Section 6.22 of the Credit Agreement is hereby amended to read as follows: 


6.22    Business Locations.


Set forth on Schedule 6.22(a) is a list of all real property located in the United States that is owned or leased by the Loan Parties as of the Second Amendment Effective Date.  Set forth on Schedule 6.22(b) is the tax payer identification number and organizational identification number of each Loan Party as of the Second Amendment Effective Date.  The exact legal name and state of organization of (a) the Borrower is as set forth on the signature pages to the Second Amendment and (b) each Guarantor is (i) as set forth on the signature pages to the Second Amendment or (ii) as set forth on the signature pages to the Joinder Agreement pursuant to which such Guarantor became a party hereto.  Except as set forth on Schedule 6.22(c), no Loan Party has during the five years preceding the Second Amendment Effective Date (i) changed its legal name, (ii) changed its state of formation, or (iii) been party to a merger, consolidation or other change in structure.


(ee)    The following sentence is hereby added to the end of Section 7.12 of the Credit Agreement to read as follows: 


Notwithstanding anything to the contrary contained herein, neither Ocean City Research Corp., a New Jersey corporation, nor DEH Services, LLC, a Louisiana limited liability company, shall be required to be a Guarantor unless such Subsidiary ceases to be an inactive Subsidiary.


(ff)    Clause (i) of Section 7.02(i) of the Credit Agreement is hereby amended to read as follows: 


(i) listing (A) all applications filed with the United States Copyright Office or the United States Patent and Trademark Office by any Loan Party, if any, for Copyrights, Patents or Trademarks (each such term as defined in the Security Agreement) made since the date of the prior certificate, (B) all issuances of registrations or letters on existing applications by any Loan Party for Copyrights, Patents and Trademarks (each such term as defined in the Security Agreement) registered with the United States Copyright Office or the United States Patent and Trademark Office and received since the date of the prior certificate, and (C) all Trademark Licenses, Copyright Licenses and Patent Licenses (each such term as defined in the Security Agreement) relating to Copyrights, Patents or Trademarks (each such term as defined in the Security Agreement) registered with the United States Copyright Office or the United States Patent and Trademark Office entered into by any Loan Party since the date of the prior certificate, and


(gg)    Section 8.02(b) of the Credit Agreement is hereby amended to read as follows: 


(b)    Investments existing as of the Second Amendment Effective Date and set forth in Schedule 8.02;


(hh)    Section 8.02(h) of the Credit Agreement is hereby amended to read as follows: 













(h)    Investments made after the Second Amendment Effective Date in joint ventures (regardless of the form of the entity involved) and Foreign Subsidiaries, including the initial formation, capitalization or acquisition of a Foreign Subsidiary, in an aggregate amount not to exceed $50,000,000 at any time outstanding; 
        
(ii)    Section 8.03(b) of the Credit Agreement is hereby amended to read as follows: 


(b)    Indebtedness of the Borrower and its Subsidiaries existing on the Second Amendment Effective Date and set forth in Schedule 8.03;


(jj)    Section 8.05 of the Credit Agreement is hereby amended to read as follows: 


8.05    Dispositions.


Make any Disposition except for (a) Permitted Sale Leaseback Transactions, and (b) other Dispositions so long as (i) at least seventy five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve a sale or other disposition of receivables other than (A) receivables owned by a Subsidiary that is not a Loan Party and sold or otherwise transferred in connection with a factoring arrangement or international trade credit insurance, or (B) receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, and (iii) the aggregate net book value of all of the assets Disposed of by the Borrower and its Subsidiaries in all such transactions (A) occurring during any fiscal year shall not exceed $30,000,000 and (B) occurring during the term of this Agreement commencing on the Second Amendment Effective Date shall not exceed $65,000,000; provided, that this clause (b)(iii) shall not apply to the Bayou Disposition so long as (1) the Bayou Disposition occurs on or before December 31, 2018, (2) the terms of the Bayou Disposition shall be reasonably satisfactory to the Administrative Agent, (3) no Default shall exist or result from the Bayou Disposition, (4) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the Bayou Disposition on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11, and (5) the Net Cash Proceeds shall be used to prepay the Loans as provided in Section 2.05(b)(vi)(B).


(kk)    Section 8.06(d) of the Credit Agreement is hereby amended to read as follows: 


(d)    the Borrower shall be permitted to make additional Restricted Payments so long as (i) no Default or Event of Default exists immediately prior to and after giving effect to such Restricted Payment and (ii) the Consolidated Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Restricted Payment) is less than 2.50 to 1.0; provided that if the Consolidated Leverage Ratio is greater than or equal to 2.50 to 1.0, then the Borrower shall only be permitted to make additional Restricted Payments in an aggregate amount not to exceed (A) $30,000,000 for fiscal year 2018 and (B) $40,000,000 in any fiscal year thereafter.


(ll)    Section 8.11(a) of the Credit Agreement is hereby amended to read as follows:


(a)    Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than (i) 3.75 to 1.0 as of the end of any fiscal quarter ending during the period from December 31, 2017 to and including June 30, 2018, (ii) 3.50 to 1.0 as of the end of any fiscal quarter ending during the period from September 30, 2018 to and including December 31, 2018, (iii) 3.25 to 1.0 as of the end of any fiscal quarter ending during the period from March 31, 2019 to and including December 31, 2019 and (iii) 3.00 to 1.0 as of the end of any fiscal quarter ending thereafter; provided, that, (A) during a Material Acquisition Period, the applicable 











Consolidated Leverage Ratio permitted above shall increase by 0.25 (the “Material Acquisition Temporary Increase”), (B) no more than one Material Acquisition Temporary Increase shall be in effect at any time (it being understood that following a Material Acquisition Period, the Consolidated Leverage Ratio permitted shall revert to the ratio set forth above (without any such increase)), and (C) there shall be no more than two (2) Material Acquisition Temporary Increases after the Second Amendment Effective Date.


(mm)    Section 8.11(b) of the Credit Agreement is hereby amended to read as follows: 


(b)    Consolidated Fixed Charge Coverage Ratio.  Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than (i) 1.15 to 1.0 as of the end of any fiscal quarter ending during the period from December 31, 2017 to and including September 30, 2018 and (ii) 1.25 to 1.0 as of the end of any fiscal quarter ending thereafter.


(nn)    Schedules 2.01, 6.10, 6.13, 6.17, 6.22(a), 6.22(b), 6.22(c), 8.02, 8.03 and 8.05 to the Credit Agreement are hereby deleted in their entirety and replaced with Schedules 2.01, 6.10, 6.13, 6.17, 6.22(a), 6.22(b), 6.22(c), 8.02, 8.03 and 8.05 attached hereto. 


(oo)    Exhibit F to the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit F attached hereto.


2.    Release.


(a)The Borrower hereby represents and warrants that as of the Second Amendment Effective Date, Ocean City Research Corp., a New Jersey corporation (“Ocean City”) is an inactive Subsidiary.  The Required Lenders hereby authorize the Administrative Agent to (i) release Ocean City, as a Guarantor under the Credit Agreement and (ii) release any Liens granted by Ocean City on its property (such collateral, the “Released Collateral”) in favor of the Administrative Agent pursuant to the Credit Agreement, in each case, on the Second Amendment Effective Date.


(b)Upon the Second Amendment Effective Date, the Administrative Agent, on behalf of itself and the Lenders and in accordance with the foregoing clause (a), hereby (i) releases Ocean City as a Guarantor under the Credit Agreement, (ii) releases the Liens in favor of the Administrative Agent in or on the Released Collateral arising or created under the Loan Documents, and (iii) agrees to execute and deliver to the Borrower, at the sole expense of the Borrower, all documents or instruments reasonably requested by the Borrower in connection therewith.


(c)The Borrower hereby acknowledges that the releases in clause (b) above are being made without recourse to, or any representation or warranty by, the Administrative Agent.


3.    Conditions Precedent.  This Amendment shall be effective as of the date hereof upon satisfaction of the conditions set forth below; provided that, notwithstanding anything to the contrary contained herein, the amendments set forth in Sections 1(a), 1(b), 1(j), 1(ll), 1(mm) and 1(oo) shall be deemed to be effective as of December 31, 2017 upon satisfaction of the conditions set forth below:


(a)    Loan Documents.  Receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors, the Lenders and the Administrative Agent.


(b)    Exiting Lender Consent.  Receipt by the Administrative Agent of exiting lender consent duly executed by National Bank of Kuwait SAK, Grand Cayman Branch and Wells Fargo Bank, National Association.


(c)    Opinions of Counsel. Receipt by the Administrative Agent of favorable opinions of US legal counsel to the Borrower and Guarantors, UK legal counsel to the Administrative Agent, and Cypriot legal 











counsel to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the Second Amendment Effective Date, and in form and substance satisfactory to the Administrative Agent.


(d)    No Material Adverse Change.  There shall not have occurred, since December 31, 2016 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole.


(e)    Organization Documents, Resolutions, Etc.  


(i)    Loan Parties (other than UK Loan Parties and the Cypriot Loan Party).  Receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent and its legal counsel:


(A)    certificates of Responsible Officers of each Loan Party certifying that the Organization Documents of each Loan Party delivered to the Administrative Agent on the Closing Date have not been amended, supplemented or otherwise modified and remain in full force and effect as of the Second Amendment Effective Date, or if such Organization Documents have been amended, supplemented or otherwise modified, attaching copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Second Amendment Effective Date;


(B)    such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; and


(C)    such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.


(ii)    UK Loan Parties.    Receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent: 


(A)     copies of the Articles of Association, the Certificate of Incorporation and, if relevant, any Certificates of Change of Name of each UK Loan Party, or, a certificate of a Responsible Officer of each UK Loan Party certifying that the Organization Documents of each UK Loan Party delivered to the Administrative Agent on the Closing Date have not been amended, supplemented or otherwise modified and remain in full force and effect as of the Second Amendment Effective Date; 


(B)     a copy of a resolution of the board of directors of each UK Loan Party: (1) approving the terms of, and the transactions contemplated by, this Amendment and resolving that it execute, deliver and perform, this Amendment; (2) authorizing a specified person or persons to execute this Amendment; and (3) authorizing a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Amendment; 


(C)     a copy of a resolution signed by all the holders of the issued shares in each UK Loan Party, approving the terms of, and the transactions contemplated by, this Amendment; 













(D)     a certificate of each UK Loan Party, signed by a Responsible Officer of such UK Loan Party: (1) certifying that each copy document relating to it specified in paragraphs (A) - (C) of this Section 2(d)(ii) to be true and correct and in full force and effect as of the Second Amendment Effective Date; (2) certifying that borrowing or guaranteeing or securing, as appropriate, the Loan would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded; and (3) providing a specimen of the signature of each person authorized by the resolution referred to in paragraph (B) above; and 


(E)     a copy of any other authorization or other document, opinion or assurance which the Administrative Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Amendment or for the validity and enforceability of any Loan Document.


(iii)    Receipt by the Administrative Agent of the following in respect of the Cypriot Loan Party, in form and substance satisfactory to the Administrative Agent: 


(A)    a certified true copy of its memorandum and articles of association;


(B)    copies of the certificates of: 


(1)     incorporation;
(2)    registered office;
(3)    directors and secretary;
(4)    shareholders;
(5)    good standing;
(6)    no winding-up; and
(7)    if relevant, change of name of the Cypriot Loan Party


or, other than with respect to items (5) and (6), a certificate of a Responsible Officer of the Cypriot Loan Party certifying that the Organization Documents of the Cypriot Loan Party delivered to the Administrative Agent on the First Amendment Effective Date have not been amended, supplemented or otherwise modified and remain in full force and effect as of the Second Amendment Effective Date;


(C)     a copy of a written resolution or minutes of the meeting of the board of directors:


(1)     approving the terms of, and the transactions contemplated by, this Amendment and resolving that it execute, deliver and perform, this Amendment; 


(2)     authorising a specified person or persons to execute, this Amendment; and


(3)     authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Amendment; 


(D)    a copy of a written resolution or minutes of the meeting of all the holders of the issued shares in the Cypriot Loan Party (if necessary), approving the terms of, and the transactions contemplated by, this Amendment;  


(E)     if the person authorised in paragraph (C)(2) above is not a director of the Cypriot Loan Party, a copy of the power of attorney issued to such person and a copy of the board resolution of the Cypriot Loan Party approving the issue of such power of attorney;













(F)    a certified true copy of its corporate register, including its register of members, register of directors and secretary and register of mortgages and charges;


(G)    a certificate of the Cypriot Loan Party, signed by a director of the Cypriot Loan Party: 


(1)    certifying that each copy document relating to it specified in paragraphs (i) - (vi) of this Section 2(d)(iii) to be true and correct and in full force and effect as of the Second Amendment Effective Date; 


(2)    certifying that guaranteeing or securing, as appropriate, the Loan would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded; and 


(3)    providing a specimen of the signature of each person authorised by the resolution referred to in paragraph (iii) above; 


(H)    an original incumbency certificate, signed by the secretary of the Cypriot Loan Party, in the form approved by the Administrative Agent; and


(I)     a copy of any other authorisation or other document, opinion or assurance which the Administrative Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Amendment.  


(f)    Legal Fees.  Payment by the Loan Parties of the reasonable out-of-pocket costs and expenses of the Administrative Agent, including without limitation, the reasonable fees and expenses of Moore & Van Allen PLLC.


4.    Miscellaneous.


(a)    The Credit Agreement and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.  This Amendment is a Loan Document.


(b)    Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents.  Each Loan Party confirms that, after giving effect to this Amendment, the security interests in the Collateral created pursuant to the Collateral Documents (i) remain in full force and effect, and (ii) continue to secure all Obligations.


(c)    The Borrower and the Guarantors hereby represent and warrant as follows:


(i)    Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment.


(ii)    This Amendment has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, examinership, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).













(iii)    No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment.


(d)    The Loan Parties represent and warrant to the Lenders that (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects) as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.


(e)    This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered.


(f)    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

















IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.






BORROWER:            AEGION CORPORATION,
a Delaware corporation


By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Interim Chief Financial Officer,


General Counsel and Secretary


GUARANTORS:        INSITUFORM TECHNOLOGIES USA, LLC,    
a Delaware limited liability company
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary


INA ACQUISITION CORP.,
a Delaware corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	President, Chief Administrative Officer and Secretary


AEGION INTERNATIONAL SERVICES, INC. 
(f/k/a ITI INTERNATIONAL SERVICES, INC.),
a Delaware corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	President, Chief Administrative Officer and Secretary


MANUFACTURED TECHNOLOGIES CORPORATION,
a Mississippi corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary















THE BAYOU COMPANIES, LLC,
a Delaware limited liability company
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary




AEGION COATING SERVICES, LLC 
(f/k/a Commercial Coating Services International, LLC),
a Texas limited liability company
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary


INFRASTRUCTURE GROUP HOLDINGS, LLC,
a Delaware limited liability company
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	President, Chief Administrative Officer and Secretary


FIBRWRAP CONSTRUCTION SERVICES, INC.,
a Delaware corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary


FIBRWRAP CONSTRUCTION SERVICES USA, INC.,
a Delaware corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary


FYFE CO. LLC,
a Delaware limited liability company
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary















UNITED PIPELINE SYSTEMS INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary


UNITED PIPELINE MIDDLE EAST, INC.,
a Delaware corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary


AEGION HOLDING COMPANY, LLC,
a Delaware limited liability company
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	President, Chief Administrative Officer and Secretary


corrpro companies, INC.,
an Ohio corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary


Corrpro companies International, inc.
a Nevada corporation


By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary




CORRPRO CANADA HOLDINGS, INC.,
a Delaware corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	President, Chief Administrative Officer and Secretary















CORRPRO HOLDINGS, LLC,
a Delaware limited liability company
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	President, Chief Administrative Officer and Secretary


INSITUFORM TECHNOLOGIES, LLC,
a Delaware limited liability company
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary


UNITED PIPELINE SYSTEMS, INC.,
a Nevada corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary


BRINDERSON, L.P.,
a California limited partnership
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary


BRINDERSON CONSTRUCTORS INC.,
a California corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary















GENERAL ENERGY SERVICES,
a California corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	President, Chief Administrative Officer and Secretary


AEGION ENERGY SERVICES, INC.,
a Delaware corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary


BRINDERSON SERVICES, LLC,
a Delaware limited liability company
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	President, Chief Administrative Officer and Secretary


INSITUFORM NETHERLANDS HOLDINGS, LLC,
a Delaware limited liability company
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	President, Chief Administrative Officer and Secretary


AEGION REHABILITATION SERVICES LIMITED,
a company incorporated in England and Wales
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Director


CORRPRO COMPANIES ENGINEERING LTD.,
a company incorporated in England and Wales
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Director















SCHULTZ INDUSTRIAL SERVICES, INC.
(f/k/a Schultz Mechanical Contractors, Inc.),
a California corporation
By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary


UNDERGROUND SOLUTIONS, INC., 
a Delaware corporation 


By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary




UNDERGROUND SOLUTIONS TECHNOLOGIES GROUP, INC., 
a Pennsylvania corporation 


By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary




ALLSAFE SERVICES, INC.,
a Delaware corporation


By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Executive Vice President, Chief Administrative Officer and Secretary




AEGION CYPRUS LIMITED,
a Cyprus private company limited by shares




By: /s/ David F. Morris            
		
	Name:
	David F. Morris


		
	Title:
	Director













ADMINISTRATIVE 
AGENT:            BANK OF AMERICA, N.A.,
as Administrative Agent


By: /s/ Felicia Brinson            
		
	Name:
	Felicia Brinson


		
	Title:
	Assistant Vice President























LENDERS:            BANK OF AMERICA, N.A.,
as a Lender, Swing Line Lender and L/C Issuer


By: /s/ Eric A. Escagne            
		
	Name:
	Eric A. Escagne


		
	Title:
	Senior Vice President




U.S. BANK NATIONAL ASSOCIATION,
as a Lender and L/C Issuer


By: /s/ Justin Hastings            
		
	Name:
	Justin Hastings


		
	Title:
	Vice President




PNC BANK, NATIONAL ASSOCIATION,
as a Lender


By: /s/ Mark Concannon        
		
	Name:
	Mark Concannon


		
	Title:
	Senior Vice President




COMPASS BANK,
as a Lender


By: /s/ Jay S. Tweed            
		
	Name:
	Jay S. Tweed


		
	Title:
	SVP




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as a Lender and L/C Issuer


By: /s/ Helen D. Davis            
		
	Name:
	Helen D. Davis


		
	Title:
	Executive Director




FIFTHE THIRD BANK,
as a Lender


By: /s/ Lafayette Ford            
		
	Name:
	Lafayette Ford


		
	Title:
	Director, SVP















BRANCH BANKING AND TRUST COMPANY,
as a Lender


By: /s/ John P. Malloy            
		
	Name:
	John P. Malloy


		
	Title:
	Senior Vice President




BMO Harris Bank, n.a.,
as a Lender


By: /s/ Michael Gift            
		
	Name:
	Michael Gift


		
	Title:
	Director

















SCHEDULE 2.01


COMMITMENTS AND APPLICABLE PERCENTAGES


	
					
	Lender
	Revolving Commitment
	Applicable Percentage of Revolving Commitment
	Term Loan Commitment
	Applicable Percentage of Term Loan Commitment

	Bank of America, N.A.
	$51,332,819.72
	17.110939907%
	$52,776,555.28
	17.110939908%

	U.S. Bank National Association
	$51,332,819.72
	17.110939907%
	$52,776,555.28
	17.110939908%

	PNC Bank, National Association
	$51,332,819.72
	17.110939907%
	$52,776,555.28
	17.110939908%

	Compass Bank
	$51,332,819.72
	17.110939907%
	$52,776,555.28
	17.110939908%

	JPMorgan Chase Bank, N.A.
	$29,583,975.35
	9.861325117%
	$30,416,024.65
	9.861325114%

	Fifth Third Bank
	$29,583,975.35
	9.861325117%
	$30,416,024.65
	9.861325114%

	Branch Banking and Trust Company
	$18,736,517.72
	6.245505907%
	$19,263,482.28
	6.245505906%

	BMO Harris Bank, N.A.
	$16,764,252.70
	5.588084233%
	$17,235,747.30
	5.588084231%

	TOTAL
	$300,000,000.00
	100.000000000%
	$308,437,500.00
	100.000000000%



































SCHEDULE 6.10


AEGION CORPORATION INSURANCE


	
						
	TYPE
	CARRIER
	POLICY #
	EXPIRATION
DATE
	AMOUNT
	DEDUCTIBLE
(if SIR, identified)

	General Liability


All subsidiaries 
	Greenwich Insurance Company
	***
	***
	***
	***

	Auto/Workers Compensation Clash Retention
	Illinois Union Insurance Company
	***
	***
	***
	***

	Automobile


All subsidiaries
	Ace American Insurance Company
	***
	***
	***
	***

	Worker’s Compensation- Deductible


All subsidiaries with operations in CA/MA
	Ace American Insurance Company
	***
	***
	***
	***

	Worker’s Compensation- Retro


All subsidiaries with operations in WI 
	Ace Fire Underwriters
	***
	***
	***
	***

	Worker’s Compensation- Deductible


All subsidiaries with operations in All other States
	Indemnity Insurance Co. of North America
	***
	***
	***
	***

	Excess Liability
All subsidiaries
	Starr Indemnity & Liability Company
	***
	***
	***
	***

	Punitive Wrap Policy
All subsidiaries
	Starr Insurance & Reinsurance Limited
	***
	***
	***
	***

	Excess Liability
All subsidiaries
	American Guarantee & Liability Ins. Co.
	***
	***
	***
	***

	Punitive Wrap Policy
All subsidiaries
	Hanseatic
	***
	***
	***
	***

	Excess Liability
All subsidiaries
	Endurance America Insurance Company
	***
	***
	***
	***

	Punitive Wrap Policy
All subsidiaries
	Magna Carta Ins. Ltd
	***
	***
	***
	***

	Excess Liability
All subsidiaries
 
	Ohio Casualty Insurance Co (Liberty)
	***
	***
	***
	***

	Punitive Wrap Policy
All subsidiaries
	Liberty Insurance Co
	***
	***
	***
	***

	Excess Liability
All subsidiaries
	Travelers Insurance
	***
	***
	***
	***

	Punitive Wrap Policy
All subsidiaries
	Travelers Insurance Ltd
	***
	***
	***
	***

	Premises Pollution Legal Liability-
Domestic
All Subsidiaries
	Indian Harbor Ins. Co.
	***
	***
	***
	***

	 
	 
	 
	 
	 
	 















	
						
	Contractors Pollution Liability


All Subsidiaries


Domestic 
	Indian Harbor Ins. Co.
	***
	***
	***
	***

	Excess Contractors Pollution Liability 


All Subsidiaries
	Allied World Assurance Company
	***
	***
	***
	***

	Excess Contractors Pollution Liability 


All Subsidiaries
	Ironshore Insurance Company
	***
	***
	***
	***

	Professional Liability- Worldwide


Corrpro, Brinderson, Fyfe, Bayou Wasco, Insituform, Hockway, Schultz, Aegion Energy Services, and Underground Solutions
	Indian Harbor Ins. Co.
	***
	***
	***
	***

	Excess Professional Liability 
	Ironshore Specialty
	***
	***
	***
	***

	Marine Liability


TBC, CCSI,  Corrpro, Fyfe and Brinderson
	Starr Indemnity & Liability Company
	***
	***
	***
	***

	Protection & Indemnity and Hull Coverage


TBC for “Little John”; 
Corrpro for “Carolina Skiff” ; Fibrwrap for Jon boat
	Starr Indemnity & Liability Company
	***
	***
	***
	***

	Excess Marine Liability


TBC, CCSI,  Corrpro, Fyfe and Brinderson
	Starr Indemnity & Liability Company
	***
	***
	***
	***

	Excess Marine Liability


TBC, CCSI,  Corrpro, Fyfe and Brinderson 
	Lloyd’s of London
	***
	***
	***
	***

	Excess Marine Liability


TBC, CCSI,  Corrpro, Fyfe and Brinderson
	Lloyd’s of London
	***
	***
	***
	***

	Excess Marine Liability


TBC, CCSI,  Corrpro, Fyfe and Brinderson
	Continental Underwriters
	***
	***
	***
	***

	Watercraft Pollution Liability- “Little John”-


TBC only
	Water Quality Ins. Syndicate
	***
	***
	***
	***

	Non-Owned Aircraft Liability


All subsidiaries
	Endurance American
	***
	***
	***
	***

	Property
(Global Program)


All subsidiaries except Bayou Wasco Insulation 




	Endurance American Specialty Insurance Company (10%)


Allianz Global Risks US Ins. Co. (40%)


Westport Insurance Corp (Swiss Re) (50%)
	***
	***
	***
	***















	
						
	Ocean Cargo-all subsidiaries
	Starr Indemnity Ins. Co.
	***
	***
	***
	***

	Contractors Equipment & Installation Floater
(Global Program)


All subsidiaries 
Excluding India, Mexico, Oman and Canada except Fibrwrap-Canada exposures
	AGCS Marine Insurance Company
	***
	***
	***
	***

	Employed Lawyers Professional Liability-Per Application
	Federal Insurance Co.
	***
	***
	***
	***

	Directors & Officers Liability-Primary
	Chubb (Federal Ins. Co.)
	***
	***
	***
	***

	Directors & Officers Liability- Excess
	Axis Ins. Co.
	***
	***
	***
	***

	Directors & Officers Liability- Excess
	Beazley Ins. Co.
	***
	***
	***
	***

	Directors & Officers Liability- Excess
	Navigators Ins. Co.
	***
	***
	***
	***

	Directors & Officers Liability- Excess-Broad Form A
	ACE American Ins. Co.
	***
	***
	***
	***

	Directors & Officers Liability- Excess-Broad Form A
	CNA (Continental Casualty Co.)
	***
	***
	***
	***

	Employment Practices Liability
	Chubb (Federal Ins. Co.)
	***
	***
	***
	***

	Fiduciary Liability
	Chubb (Federal Ins. Co.)
	***
	***
	***
	***

	Special Crime (K&R)
	Great American (Hiscox)
	***
	***
	***
	***

	Crime
	Zurich
	***
	***
	***
	***

	Cyber Liability
	Beazley Ins. Co.
	***
	***
	***
	***

	General Liability- Local
	Chubb European Group Ltd.
	***
	***
	***
	***

	Foreign Liability


MASTER PROGRAM
All Subsidiaries
	Ace American Insurance Co.
	***
	***
	***
	***

	Excess Liability


All subsidiaries
	Starr Indemnity & Liability Company
	***
	***
	***
	***

	Excess Liability
All subsidiaries
	American Guarantee & Liability Ins. Co.
	***
	***
	***
	***

	Excess Liability
All subsidiaries
	Endurance America Insurance Company
	***
	***
	***
	***

	Excess Liability
All subsidiaries
 
	Ohio Casualty Insurance Co (Liberty)
	***
	***
	***
	***

	Excess Liability
All subsidiaries
	Travelers Insurance
	***
	***
	***
	***

	Property- Local
	Allianz Insurance Plc
	***
	***
	***
	***

	Property
(Global Program)


All subsidiaries except India, Mexico and Oman are DIC/DIL only


	Endurance American Specialty Insurance Company (10%)


Allianz Global Risks US Ins. Co. (40%)


Westport Insurance Corp (Swiss Re) (50%)
	***
	***
	***
	***















SCHEDULE 6.13


SUBSIDIARIES


	
					
	Company Name
	Place of Formation
	Equity Interests Outstanding
	Ownership
	Outstanding Options, Warrants, Rights of Conversion or Purchase

	Aegion Coating Services, LLC
	Texas
	100% member interest
	Aegion Holding Company, LLC owns 100% of the equity interests
	None

	Aegion Corrosion Protection Holdings Limited
	England & Wales
	40,462.5 ordinary shares and 19,500 preferred ordinary
	Corrpro Companies, Inc. owns 100% of the equity interests
	None

	Aegion Cyprus Limited
	Cyprus
	2,002 shares
	Aegion Corporation owns 100% of the equity interests
	None

	Aegion Energy Services, Inc.
	Delaware
	N/A
	Aegion Holding Company, LLC owns 100% of the equity interests
	None

	Aegion Holding Company, LLC
	Delaware
	100 shares of common stock
	Aegion Corporation owns 100% of the equity interests
	None

	Aegion International Holdings Limited
	England & Wales
	1 ordinary share
	Aegion Holding Company, LLC owns 100% of the equity interests
	None

	Aegion International Limited
	England & Wales
	1 ordinary share
	Aegion International Holdings Limited owns 100% of the equity interests
	None

	Aegion International Services, Inc. 
	Delaware
	100 shares
	Aegion Corporation owns 100% of the equity interests
	None

	Aegion Rehabilitation Services Limited
	England & Wales
	1,000 ordinary shares
	Aegion Cyprus Limited owns 100% of the equity interests
	None

	Aegion Saudi Arabia Company
	Saudi Arabia
	5,000 shares
	Aegion International Holdings Limited owns 100% of the equity interests
	None

	Aegion South Africa (Pty) Ltd
	South Africa
	100 shares
	Aegion International Holdings Limited owns 60% of the equity interests
	None

	AllSafe Services, Inc.
	Delaware
	100 shares
	Aegion Energy Services, Inc. owns 100% of the equity interests
	None

	Bayou Wasco Insulation, LLC  
	Delaware
	100 Units
	Aegion Holding Company, LLC owns 51% of the equity interests
	None

	Brinderson Constructors Inc.
	California
	1,000 shares
	Aegion Energy Services, Inc. owns 100% of the equity interests
	None

	Brinderson Services, LLC
	Delaware
	N/A
	General Energy Services owns 100% of the equity interests
	None

	Brinderson, L.P.
	California
	13,360,035 Class A Units; 1,999,291 Class B Units
	General Energy Services owns 3.6% GP interest; Brinderson Services, LLC owns 96.4% LP interest
	None

	Building Chemical Supplies Limited
	New Zealand
	5,000 ordinary shares
	Fyfe International Holdings B.V. owns 100% of the equity interests
	None

	Concrete Solutions Limited
	New Zealand
	100 ordinary shares
	Fyfe International Holdings B.V. owns 100% of the equity interests
	None

	Corrpower International Limited 
	Saudi Arabia
	20,000 shares
	Corrpro Canada, Inc. owns 70% of the equity interests 
	None















	
					
	Corrpro Canada Holdings, Inc.
	Delaware
	1,000 shares 
	Corrpro Companies, Inc. owns 100% of the equity interests
	None

	Corrpro Canada, Inc.
	Alberta, Canada
	10,000,001 common shares and 3,274,219 preferred shares
	Insituform Technologies C.V. owns 90% of the common shares (9,000,000 shares); Corrpro Holdings, LLC owns 10% of the common shares (1,000,001 shares) and 100% of the preferred shares
	None

	Corrpro Companies Engineering Limited
	England & Wales
	N/A
	Aegion Rehabilitation Services Limited owns 100% of the equity interests
	None

	Corrpro Companies Europe Ltd.
	England & Wales
	185,327 Ordinary A shares and 52,387 Ordinary B shares
	Aegion Corrosion Protection Holdings Limited owns 100% of the equity interests
	None

	Corrpro Companies International, Inc. 
	Nevada
	100 shares
	Corrpro Companies, Inc. owns 100% of the equity interests
	None

	Corrpro Companies, Inc. 
	Ohio
	100 shares of common stock
	Aegion Corporation owns 100% of the equity interests
	None

	Corrpro Holdings, LLC
	Delaware
	710 shares of common stock
	Corrpro Canada Holdings, Inc. owns 100% of the equity interests
	None

	DEH Services, LLC
	Louisiana
	Limited liability company interest
	Aegion Holding Company, LLC owns 100% of the equity interests
	None

	Environmental Techniques Limited
	Northern Ireland
	20,000 ordinary shares
	Killeen Trading Limited owns 100% of the equity interests
	None

	Fibrwrap Construction (M) Sdn Bhd
	Malaysia
	100,000 shares 
	Fyfe Asia Pte. Ltd. owns 100% of the equity interests
	None

	Fibrwrap Construction Chile S.A. 
	Chile
	5,000 shares
	Fibrwrap Construction LatinAmerica, S.A. owns 55% of the equity interests
	None

	Fibrwrap Construction Colombia S.A.S. 
	Colombia
	175,000 shares
	Fibrwrap Construction LatinAmerica, S.A. owns 100% of the equity interests
	None

	Fibrwrap Construction LatinAmerica, S.A.
	Panama
	250 shares
	Fyfe International Holdings B.V. owns 100% of the equity interests
	None

	Fibrwrap Construction Pte Ltd
	Singapore
	1,000,000 shares 
	Fyfe International Holdings B.V. owns 100% of the equity interests
	None

	Fibrwrap Construction Services Ltd.
	British Columbia, Canada
	100 common shares
	Infrastructure Group Holdings, LLC owns 100% of the equity interests
	None

	Fibrwrap Construction Services USA, Inc.
	Delaware
	100 shares of capital stock
	Infrastructure Group Holdings, LLC owns 100% of the equity interests
	None

	Fibrwrap Construction Services, Inc.
	Delaware
	100 shares of capital stock
	Infrastructure Group Holdings, LLC owns 100% of the equity interests
	None

	Fibrwrap ENC Korea Ltd.
	Korea
	1,000 shares
	Fyfe (Hong Kong) Limited owns 70% of the equity interests
	None

	Fyfe - Latin America, S.A. de C.V.
	El Salvador
	175 shares
	Fyfe International Holdings B.V. owns 174 shares; Infrastructure Group Holdings, LLC owns 1 share
	None















	
					
	Fyfe - LatinAmerica S.A.
	Panama
	100 common shares
	Fyfe International Holdings B.V. owns 100% of the equity interests
	None

	Fyfe (Hong Kong) Limited
	Hong Kong
	1,000,000 shares 
	Fyfe International Holdings B.V. owns 63.3% of the equity interests (633,000 shares); Fyfe Asia Pte. Ltd. owns 36.7% of the equity interests (367,000 shares)
	None

	Fyfe Asia Pte. Ltd.
	Singapore
	1,000,000 shares 
	Fyfe International Holdings B.V. owns 100% of the equity interests
	None

	Fyfe Borneo Sdn Bhd 
	Brunei
	100,000 shares 
	Fyfe Asia Pte. Ltd. owns 51% of the equity interests (51,000 shares)
	None

	Fyfe Co. LLC 
	Delaware
	100 shares of common stock
	Infrastructure Group Holdings, LLC owns 100% of the equity interests 
	None

	Fyfe International Holdings B.V.
	Netherlands
	18,000 shares 
	Insituform C.V. owns 100% of the equity interests
	None

	Fyfe Japan Co. Ltd
	Japan
	200,000 shares
	Fyfe Asia Pte. Ltd. owns 100% of the equity interests
	None

	General Energy Services
	California
	500,000 shares
	Aegion Energy Services, Inc. owns 100% of the equity interests
	None

	Hockway Middle East FZE
	Dubai Silicon Oasis Free Trade Zone
	1 share
	Insituform Technologies Netherlands B.V. owns 100% of the equity interests
	None

	Hockway Middle East FZE
	Ras Al Khaimah Free Trade Zone
	12 shares
	Insituform Technologies Netherlands B.V. owns 100% of the equity interests
	None

	INA Acquisition Corp.
	Delaware
	1,000 shares of common stock
	Aegion Corporation owns 100% of the equity interests
	None

	Infrastructure Group Holdings, LLC
	Delaware
	100 shares of common stock
	Aegion Corporation owns 100% of the equity interests
	None

	Insitu Envirotech (S.E. Asia) Pte. Ltd.
	Singapore
	3,000,000 shares 
	Insituform Technologies Netherlands B.V. owns 100% of the equity interests
	None

	Insituform A/S
	Denmark
	600 shares
	Insituform Rioolrenovatietechnieken B.V. owns 100% of the equity interests
	None

	Insituform Asia Limited
	Hong Kong
	225,214 ordinary shares
	Insituform Technologies Netherlands B.V. owns 100% of the equity interests
	None

	Insituform C.V.
	Netherlands
	0.62% LP interest and 99.38% GP interest
	Insituform Technologies Netherlands Holdings, LLC owns 0.62% LP interest; Insituform Technologies C.V. owns 99.38% GP interest
	None

	Insituform Cyprus Limited
	Cyprus
	2,000 ordinary shares
	Insituform Technologies Limited [Canada] owns 100% of the equity interests
	None

	Insituform Europe SAS
	France
	Capital of 38,200 Euros
	Insituform Cyprus Limited owns 100% of the equity interests
	None

	Insituform Holdings (UK) Limited
	England & Wales
	181,377 ordinary shares
	Insituform Holdings B.V. owns 100% of the equity interests
	None















	
					
	Insituform Holdings B.V.
	Netherlands
	1 Common share; 1 Preferred share
	Insituform Technologies Netherlands B.V. owns 1 Common share; Insituform Cyprus Limited owns 1 Preferred share 
	None

	Insituform Hong Kong Limited
	Hong Kong, China
	1,000 shares
	Insituform Technologies Netherlands B.V. owns 100% of the equity interests
	None

	Insituform Limited Partnership
	New Brunswick, Canada
	99.99% GP interest; 0.01% LP interest
	Insituform Technologies Netherlands B.V. owns 99.99% GP interest; Insituform Holdings B.V. owns 0.01% LP interest
	None

	Insituform Linings Asia Sdn Bhd
	Malaysia
	100,000 ordinary shares
	Insituform Singapore Pte. Ltd. owns 100% of the equity interests
	None

	Insituform Linings Limited
	England & Wales
	68,000 shares
	Insituform Holdings (UK) Limited owns 100% of the equity interests
	None

	Insituform Netherlands Holdings, LLC
	Delaware
	N/A
	INA Acquisition Corp. owns 100% of the equity interests
	None

	Insituform Pacific Pty Limited
	Australia
	5,218,085 ordinary shares
	Insituform Technologies Netherlands B.V. owns 100% of the equity interests
	None

	Insituform Pipeline Rehabilitation Private Limited
	India
	22,196,798 shares
	Insituform Technologies, LLC owns 100% of the equity interests
	None

	Insituform Rioolrenovatietechnieken B.V.
	Netherlands
	18,151.21 shares
	Insituform Cyprus Limited owns 100% of the equity interests
	None

	Insituform Singapore Pte. Ltd.
	Singapore
	6,233,873 ordinary shares
	Insituform Technologies Netherlands B.V. owns 100% of the equity interests
	None

	Insituform sp. z o.o.
	Poland
	100 shares
	Insituform Holdings (UK) Limited owns 100% of the equity interests
	None

	Insituform SPML JV 
	India
	Membership Interest
	Insituform Technologies, LLC owns 99.9% of the equity interests
	None

	Insituform Sverige AB
	Sweden
	1,000 shares
	Insituform A/S owns 100% of the equity interests
	None

	Insituform Technologies C.V.
	Netherlands
	0.5% LP interest and 99.5% GP interest
	Insituform Netherlands Holdings, LLC owns 0.5% LP interest; INA Acquisition Corp. owns 99.5% GP interest
	None

	Insituform Technologies Iberica SA
	Spain
	N/A
	INA Acquisition Corp. owns 100% of the equity interests
	None

	Insituform Technologies Limited
	England & Wales
	1,000,000 shares
	Insituform Holdings (UK) Limited owns 100% of the equity interests
	None

	Insituform Technologies Limited
	Alberta, Canada
	126 Common shares; 1,127,801 Class A Preferred shares; 500 Special shares
	Insituform Technologies Netherlands B.V. owns 126 Common shares & 1,127,801 Class A Preferred shares; INA Acquisition Corp. owns 500 Special shares
	None

	Insituform Technologies Netherlands B.V.
	Netherlands
	18,001 shares
	Insituform C.V. owns 100% of the equity interests
	None















	
					
	Insituform Technologies Netherlands Holdings, LLC
	Delaware
	N/A
	Insituform Technologies C.V. owns 100% of the equity interests
	None

	Insituform Technologies USA, LLC
	Delaware
	1,000 shares
	Insituform Technologies, LLC owns 100% of the equity interests
	None

	Insituform Technologies, LLC
	Delaware
	1 share
	Aegion Corporation owns 100% of interests
	None

	Killeen Trading Limited
	Northern Ireland
	38,092 ordinary shares
	Insituform Holdings (UK) Limited owns 100% of the equity interests
	None

	Manufactured Technologies Corporation 
	Mississippi
	10 shares of capital stock
	Aegion Corporation owns 100% of the equity interests
	None

	Nu Pipe Limited
	England & Wales
	1,000 ordinary shares
	Insituform Holdings (UK) Limited owns 100% of the equity interests
	None

	Ocean City Research Corp.
	New Jersey
	1,000 shares
	Corrpro Companies, Inc. owns 100% of the equity interests
	None

	PT Fyfe Fibrwrap Indonesia 
	Indonesia
	2,000 shares
	Fyfe Asia Pte. Ltd. owns 55% of the equity interests (1,100 shares)
	None

	Schultz Industrial Services, Inc.
	California
	200 shares
	Aegion Energy Services, Inc. owns 100% of the equity interests
	None

	Sewer Services Limited
	England & Wales
	10,000 shares
	Insituform Holdings (UK) Limited owns 100% of the equity interests
	None

	Technologie & Art Pte. Ltd.
	Singapore
	2 ordinary shares
	Fyfe Asia Pte. Ltd. owns 100% of the equity interests
	None

	The Bayou Companies, LLC 
	Delaware
	100 shares of capital stock
	Aegion Corporation owns 100% of the equity interests
	None

	Underground Solutions Technologies Group, Inc.
	Pennsylvania
	100 shares
	Underground Solutions, Inc. owns 100% of the equity interests
	None

	Underground Solutions, Inc.
	Delaware
	100 shares
	Aegion Corporation owns 100% of the equity interests
	None

	United Pipeline de Mexico S.A. de C.V.
	Mexico
	50,000 shares of capital stock
	INA Acquisition Corp. owns 55% of the equity interests 
	None

	United Pipeline Middle East, Inc.
	Delaware
	100 shares of capital stock
	Aegion Holding Company, LLC owns 100% of the equity interests
	None

	United Pipeline Systems International, Inc.
	Delaware
	100 shares of capital stock
	Aegion Holding Company, LLC owns 100% of the equity interests
	None

	United Pipeline Systems Limited
	Alberta, Canada
	100 shares 
	Insituform Technologies Netherlands B.V. owns 100% of the equity interests
	None

	United Pipeline Systems, Inc.
	Nevada
	100 shares of capital stock
	Aegion Holding Company, LLC owns 100% of the equity interests
	None

	United Pipelines Inversiones Limitada 
	Chile
	Member interests
	Insituform Technologies, LLC owns 60% of the equity interests; INA Acquisition Corp. owns 40% of the equity interests
	None

	United Pipelines SRL
	Argentina
	1,200 quotas
	United Pipelines Inversiones Limitada owns 90% of the equity interests; Insituform Technologies Netherlands B.V. owns 10% of the equity interests
	None















	
					
	United Sistema de Tuberias Limitada 
	Chile
	100% member interest
	Insituform Technologies, LLC owns 60% of the equity interests; INA Acquisition Corp. owns 40% of the equity interests
	None

	United Sistemas de Revestimento em Tubulações Ltda.
	Brazil
	503.75 quotas
	Insituform Holdings B.V. owns 0.8% of the equity interests; Insituform Technologies Netherlands B.V. owns 99.2% of the equity interests
	None

	United Special Technical Services LLC 
	Oman
	800,000 shares
	Insituform Technologies Netherlands B.V. owns 51% of the equity interests
	None

	UPS-APTec Limited 
	England & Wales
	642,400 ordinary shares
	United Pipeline Systems International, Inc. owns 51% of the equity interests
	None

	Wilson Walton (Portugal) Anti Corrosivos Ltd.
	Portugal
	N/A
	Aegion Corrosion Protection Holdings Limited owns 100% of the equity interests
	None

	Wilson Walton Overseas Holding Limited 
	England & Wales
	N/A
	Aegion Corrosion Protection Holdings Limited owns 100% of the equity interests
	None





















SCHEDULE 6.17


INTELLECTUAL PROPERTY


U.S. Patents
Issued Patents
	
				
	Patent Owner
	Title
	Patent No.
	Issue Date

	AEGION COATING SERVICES, LLC
	INTERNAL FIELD JOINT INSPECTION ROBOT
	7077020
	7/18/2006

	AEGION COATING SERVICES, LLC
	INTERNAL PIPE COATING INSPECTION ROBOT
	8633713
	1/21/2014

	AEGION COATING SERVICES, LLC
	PIPELINE INTERNAL FIELD JOINT CLEANING, COATING, AND INSPECTION ROBOT
	8800396
	8/12/2014

	AEGION COATING SERVICES, LLC
	PIPE OUTER SURFACE INSPECTION APPARATUS
	9389150
	7/12/2016

	AEGION COATING SERVICES, LLC
	COATING APPARATUS AND METHOD OF COATING JOINT
	9789505
	10/17/2017

	Corrpro Companies, Inc.
	SACRIFICIAL ANODE FOR CATHODIC PROTECTION AND ALLOY THEREFOR
	6673309
	1/6/2004

	Corrpro Companies, Inc.; Sunoco Pipeline L.P.
	COMPOSITE ANODE, ELECTROLYTE PIPE SECTION, AND METHOD OF MAKING AND FORMING A PIPELINE, AND APPLYING CATHODIC PROTECTION TO THE PIPELINE
	6238545
	5/29/2001

	Fyfe Co. LLC
	SYSTEM AND METHOD OF REINFORCING A COLUMN POSITIONED PROXIMATE A BLOCKING STRUCTURE (Fyfe)
	9085898
	7/21/2015

	Fyfe Co. LLC
	BLAST-RESISTANT BUILDING (Fyfe)
	6138420
	10/31/2000

	Fyfe Co. LLC
	METHOD OF EXTERNALLY STRENGTHENING CONCRETE COLUMNS WITH FLEXIBLE STRAP OF RENFORCING MATERIAL (Fyfe/Hexel)
	6219991
	4/24/2001

	Fyfe Co. LLC
	STAY-IN-PLACE FORM (Fyfe)
	6295782
	10/2/2001

	Fyfe Co. LLC
	ANCHOR AND METHOD FOR REINFORCING A STRUCTURE (Fyfe)
	7207149
	4/24/2007

	Fyfe Co. LLC
	REPAIR JACKET FOR PILINGS AND METHOD (Fyfe)
	7300229
	11/27/2007

	Fyfe Co. LLC
	METHOD FOR REPAIRING STEEL-REINFORCED CONCRETE STRUCTURE (Fyfe)
	7306687
	12/11/2007

	Fyfe Co. LLC
	BLAST RESISTANT PREFABRICATED WALL UNITS (Fyfe)
	7406806
	8/5/2008

	Fyfe Co. LLC
	CONNECTOR FOR REINFORCING THE ATTACHMENT AMONG STRUCTURAL COMPONENTS (Fyfe)
	7574840
	8/18/2009

	Fyfe Co. LLC
	CONNECTOR FOR REINFORCING THE ATTACHMENT AMONG STRUCTURAL COMPONENTS (Fyfe)
	7930863
	4/26/2011

	Fyfe Co. LLC
	SYSTEM FOR REINFORCING STRUCTURE USING SITE-CUSTOMIZED MATERIALS (Fyfe)
	7946088
	5/24/2011

	Fyfe Co. LLC
	SYSTEM AND METHOD FOR INCREASING THE SHEAR STRENGTH OF A STRUCTURE (Fyfe)
	7980033
	7/19/2011

	Fyfe Co. LLC
	REINFORCEMENT SYSTEM FOR INCREASED LATERAL STABILITY OF FLOOD WALL
	8496404
	7/30/2013

	Fyfe Co. LLC
	SYSTEM AND METHOD OF REINFORCING SHAPED COLUMNS (Fyfe)
	8511043
	8/20/2013

	Fyfe Co. LLC
	METHODS OF REINFORCING STRUCTURES AGAINST BLAST EVENTS (Fyfe)
	8713891
	5/6/2014

	Fyfe Co. LLC
	REINFORCEMENT SYSTEM FOR INCREASED LATERAL STABILITY OF FLOOD WALL (Fyfe)
	8784006
	7/22/2014

	Fyfe Co. LLC
	SYSTEMS AND METHODS FOR PROTECTING A CABLE OR CABLE BUNDLE (Fyfe)
	8795832
	8/5/2014















	
				
	Fyfe Co. LLC
	EXPANDABLE LINER FOR THE PROTECTION AND STRENGTHENING OF EXISTING PIPES (Fyfe)
	9086183
	7/21/2015

	INA Acquisition Corp.
	LINING OF PIPELINES WITH A FLEXIBLE LINING INCLUDING A HEAT CURABLE RESIN BY CURLING IN STAGES
	6354330
	3/12/2002

	INA Acquisition Corp.
	PRESSURIZED BLADDER CANISTER FOR INSTALLATION OF CURED IN PLACE PIPE
	6539979
	4/1/2003

	INA Acquisition Corp.
	PRESSURIZED BLADDER CANISTER FOR INSTALLATION OF CURED IN PLACE PIPE
	6679293
	1/20/2004

	INA Acquisition Corp.
	INSTALLATION OF CURED IN PLACE LINERS WITH AN ENDLESS REUSABLE INFLATION BLADDER AND INSTALLATION APPARATUS
	6682668
	1/27/2004

	INA Acquisition Corp.
	METHOD OF ACCURATE TRENCHLESS INSTALLATION OF UNDERGROUND PIPE
	6682264
	1/27/2004

	INA Acquisition Corp.
	FIBER REINFORCED COMPOSITE LINER FOR LINING AN EXISTING CONDUIT AND METHOD OF MANUFACTURE
	6708729
	3/23/2004

	INA Acquisition Corp.
	INSTALLATIN OF CURED IN PLACE LINERS WITH AIR AND STEAM AND INSTALLATION APPARATUS
	6708728
	3/23/2004

	INA Acquisition Corp.
	FIBER REINFORCED COMPOSITE LINER FOR LINING AN EXISTING CONDUIT AND METHOD OF MANUFACTURE
	6923217
	8/2/2005

	INA Acquisition Corp.
	FIBER REINFORCED COMPOSITE LINER FOR LINING AN EXISTING CONDUIT AND METHOD OF MANUFACTURE
	6932116
	8/23/2005

	INA Acquisition Corp.
	METHOD OF ACCURATE TRENCHLESS INSTALLATION OF UNDERGROUND PIPE
	6953306
	10/11/2005

	INA Acquisition Corp.
	PRESSURIZED BLADDER CANISTER FOR INSTALLATION OF CURED IN PLACE PIPE
	6969216
	11/29/2005

	INA Acquisition Corp.
	PANEL LINER AND METHOD OF MAKING SAME
	7018577
	3/28/2006

	INA Acquisition Corp.
	PRESSURIZED BLADDER CANISTER FOR INSTALLATION OF CURED IN PLACE PIPE
	7108456
	9/19/2006

	INA Acquisition Corp.
	INSTALLATION OF CURED IN PLACE LINER WITH INNER IMPERMEABLE LAYER AND APPARATUS
	7112254
	9/26/2006

	INA Acquisition Corp.
	RESIN IMPREGNATION TOWER FOR CURED IN PLACE LINER
	7238251
	7/3/2007

	INA Acquisition Corp.
	PREPARATION OF CURED IN PLACE LINER WITH INTEGRAL INNER IMPERMEABLE LAYER
	7261788
	8/28/2007

	INA Acquisition Corp.
	PRESSURIZED BLADDER CANISTER FOR INSTALLATION OF CURED IN PLACE PIPE
	7360559
	4/22/2008

	INA Acquisition Corp.
	SEALING METHODS
	7707704
	5/4/2010

	INA Acquisition Corp.
	INSTALLATION OF CURED IN PLACE LINERS WITH AIR AND FLOW-THROUGH STEAM TO CURE
	7766048
	8/3/2010

	INA Acquisition Corp.
	CURED IN PLACE LINER WITH EVERTED OUTER IMPERMEABLE LAYER AND METHOD OF MANUFACTURE
	7857932
	12/28/2010

	INA Acquisition Corp.
	REUSABLE INVERSION SLEEVE ASSEMBLY FOR INVERSION OF CURED IN PLACE LINERS
	7866968
	1/11/2011

	INA Acquisition Corp.
	REINSTATEMENT OF AN EXISTING CONNECTION IN A LINED CONDUIT
	8015695
	9/13/2011

	INA Acquisition Corp.
	INSTALLATION OF CURED IN PLACE LINERS WITH DUAL GLAND AIR INVERSION AND STEAM CURE APPARATUS
	8038913
	10/18/2011

	INA Acquisition Corp.
	DUAL GLAND AIR INVERSION AND STEAM CURE OF CURED IN PLACE LINERS
	8066499
	11/29/2011

	INA Acquisition Corp.
	REINFORCED GROMMET FOR CURED IN PLACE PIPE
	8069532
	12/6/2011

	INA Acquisition Corp.
	EXHAUST AND/OR CONDENSATE PORT FOR CURED IN PLACE LINERS AND INSTALLATION METHODS AND APPARATUS
	8083975
	12/27/2011

	INA Acquisition Corp.
	WEDGE TYPE PLUG AND METHOD OF PLUGGING A LATERAL LINE
	8820363
	9/2/2014















	
				
	INA Acquisition Corp.
	CURED IN PLACE LINER SYSTEM AND INSTALLATION METHODS
	9188269
	11/17/2015

	INA Acquisition Corp.
	METHOD OF LINING A PIPE
	9371950
	6/21/2016

	INA Acquisition Corp.
	AIR INVERSION AND STEAM CURE OF CURED IN PLACE LINERS APPARATUS
	9453597
	9/27/2016

	INA Acquisition Corp.
	CURED IN PLACE LINER SYSTEM AND INSTALLATION METHODS
	9874302
	1/23/2018

	Underground Solutions Technologies Group, Inc.
	FUSION PROCESS FOR CONDUIT
	6982051
	1/3/2006

	Underground Solutions Technologies Group, Inc.
	METHOD FOR DETERMINING PRESSURE CAPABILITY IN CONDUIT 
	7269520
	9/11/2007

	Underground Solutions Technologies Group, Inc.
	REMOTE TAPPING METHOD AND SYSTEM FOR INTERNALLY TAPPING A CONDUIT
	7292156
	11/6/2007

	Underground Solutions Technologies Group, Inc.
	REMOTE TAPPING METHOD AND SYSTEM FOR INTERNALLY TAPPING A CONDUIT
	7710281
	5/4/2010

	Underground Solutions Technologies Group, Inc.
	POLYVINYL CHLORIDE FORMULATIONS
	7842769
	11/30/2010

	Underground Solutions Technologies Group, Inc.
	POLYVINYL CHLORIDE FORMULATIONS
	7915366
	3/29/2011

	Underground Solutions Technologies Group, Inc.
	REMOTE TAPPING METHOD AND SYSTEM FOR INTERNALLY TAPPING A CONDUIT
	8049634
	11/1/2011

	Underground Solutions Technologies Group, Inc.
	POLYVINYL CHLORIDE FORMULATIONS
	8058378
	11/15/2011

	Underground Solutions Technologies Group, Inc.
	FUSION PROCESS FOR CONDUIT
	8128853
	3/6/2012

	Underground Solutions Technologies Group, Inc.
	METHOD FOR CONDUIT EXPANSION
	8137599
	3/20/2012

	Underground Solutions Technologies Group, Inc.
	POLYVINYL CHLORIDE FORMULATIONS
	8178640
	5/15/2012

	Underground Solutions Technologies Group, Inc.
	POLYVINYL CHLORIDE FORMULATIONS
	8569436
	10/29/2013

	Underground Solutions Technologies Group, Inc.
	POLYVINYL CHLORIDE FORMULATIONS
	8796407
	8/5/2014

	Underground Solutions Technologies Group, Inc.
	FUSION PROCESS FOR CONDUIT
	8906188
	12/9/2014

	Underground Solutions Technologies Group, Inc.
	FUSION PROCESS FOR CONDUIT
	9023263
	5/5/2015

	Underground Solutions Technologies Group, Inc.
	SYSTEM AND METHOD FOR CONDUIT REPARATION
	9086184
	7/21/2015

	Underground Solutions Technologies Group, Inc.
	PIPE FUSION DATA MANAGEMENT SYSTEM AND METHOD
	9604405
	3/28/2017

	UNITED PIPELINE SYSTEMS, INC.
	INSERTION OF LINERS INTO HOST TUBULARS BY FLUID INJECTION
	6523574
	2/25/2003

	UNITED PIPELINE SYSTEMS, INC.
	ANNULAR FLUID MANIPULATION IN LINED TUBULAR SYSTEMS TO ENHANCE COMPONENT MECHANICAL PROPERTIES AND FLOW INTEGRITY
	6601600
	8/5/2003

	UNITED PIPELINE SYSTEMS, INC.
	ANNULAR FLUID MANIPULATION IN LINED TUBULAR SYSTEMS
	6634388
	10/21/2003

	UNITED PIPELINE SYSTEMS, INC.
	WELDED JOINT FOR LINED PIPE AND COMPONENTS THEREOF
	8714597
	5/6/2014



















U.S. Patent Applications


Pending Applications
	
				
	Patent Owner
	Title
	Appl. No.
	Filing Date

	AEGION COATING SERVICES, LLC
	PIPE OUTER SURFACE INSPECTION APPARATUS
	US 15/179,550
	6/10/2016

	AEGION COATING SERVICES, LLC
	COATING APPARATUS AND METHOD OF COATING JOINT
	US 15/694,328
	9/1/2017

	AEGION COATING SERVICES, LLC
	COATING APPARATUS AND METHOD OF COATING JOINT
	US 15/786,315
	10/17/2017

	AEGION COATING SERVICES, LLC
	***
	US 15/875,466
	1/19/2018

	Corrpro Companies, Inc.
	***
	US 62/515,012
	6/5/2017

	Corrpro Companies, Inc.
	SYSTEM AND METHOD FOR PROTECTING ONE OR MORE PIPES AGAINST CORROSION AND CORROSION-PROTECTED PIPE
	US 15/620,500
	6/12/2017

	Corrpro Companies, Inc.
	***
	US 15/861,808
	1/4/2018

	Fyfe Co. LLC
	STRUCTURAL FABRIC USEFUL FOR LINING PIPE (P3) (Fyfe)
	US 14/690,265
	4/17/2015

	Fyfe Co. LLC
	REPAIR OF PIPES
	US 14/740,811
	6/16/2015

	Fyfe Co. LLC
	HIGH-STRENGTH, WATERTIGHT PIPE LINING
	US 14/799,008
	7/14/2015

	Fyfe Co. LLC
	EXPANDABLE LINER FOR THE PROTECTION AND STRENGTHENING OF EXISTING PIPES (Fyfe)
	US 14/803,941
	7/20/2015

	Fyfe Co. LLC
	PROTECTING OBJECTS FROM MISSILE IMPACTS
	US 15/098,026
	4/13/2016

	INA Acquisition Corp.
	METHOD OF LINING PIPE WITH HIGH STRENGTH LINER, HIGH STRENGTH LINER, AND PIPE LINED WITH HIGH STRENGTH LINER
	US 14/861,370
	9/22/2015

	INA Acquisition Corp.
	CURED IN PLACE LINER SYSTEM AND INSTALLATION METHODS 
	US 15/156,797
	5/17/2016

	INA Acquisition Corp.
	CURED IN PLACE LINER TERMINATION
	US 15/167,531
	5/27/2016

	INA Acquisition Corp.
	***
	US 15/886,588
	2/1/2018

	The Bayou Companies, LLC
	SYSTEM AND METHOD FOR APPLYING MOLDABLE MATERIAL TO A PIPE
	US 15/177,066
	6/8/2016

	The Bayou Companies, LLC
	SYSTEM AND METHOD FOR APPLYING MOLDABLE MATERIAL TO A PIPE BY INJECTING MOLDABLE MATERIAL FROM A MOVABLE SUPPORT
	US 15/177,073
	6/8/2016

	UNITED PIPELINE SYSTEMS, INC.
	WELDED CONNECTIONS OF LINED PIPE
	US 14/107,882
	12/16/2013



















U.S. Trademarks


Registered Marks
	
				
	Trademark Owner
	Mark
	Reg. No.
	Reg. Date

	Aegion Coating Services, LLC
	CRTS
	4,571,591
	22-Jul-2014

	Aegion Coating Services, LLC
	CRTS Logo
	4,591,957
	26-Aug-2014

	Aegion Coating Services, LLC
	CRTS
	4,612,700
	30-Sep-2014

	Aegion Coating Services, LLC
	CRTS Logo
	4,616,402
	7-Oct-2014

	Aegion Coating Services, LLC
	COATCHECK
	4,619,492
	14-Oct-2014

	Aegion Coating Services, LLC
	COATCHECK Logo
	4,627,128
	28-Oct-2014

	Corrpro Companies, Inc.
	T.A.S.C.
	0,972,251
	6-Nov-1973

	Corrpro Companies, Inc.
	PERMACELL
	1,105,957
	14-Nov-1978

	Corrpro Companies, Inc.
	CENTAP
	1,175,950
	3-Nov-1981

	Corrpro Companies, Inc.
	PERMANODE
	2,419,249
	9-Jan-2001

	Corrpro Companies, Inc.
	CORRPOWER
	2,449,774
	8-May-2001

	Corrpro Companies, Inc.
	CCI (stylized)
	2,501,468
	30-Oct-2001

	Corrpro Companies, Inc.
	CORRPRO
	2,545,934
	12-Mar-2002

	Corrpro Companies, Inc.
	CORRSPRAY
	2,963,632
	28-Jun-2005

	Corrpro Companies, Inc.
	CORRFLEX
	3,268,787
	24-Jul-2007

	Corrpro Companies, Inc.
	CORRVISION
	3,730,303
	29-Dec-2009

	Corrpro Companies, Inc.
	GREEN RECTIFIER
	5,339,051
	21-Nov-2017

	Ductile Iron Pipe Res Assoc & Corrpro Companies, Inc.
	DDM
	3,143,036
	12-Sep-2006

	Fyfe Co. LLC
	FIBRWRAP
	2,023,088
	17-Dec-1996

	Fyfe Co. LLC
	TYFO
	2,023,169
	17-Dec-1996

	Fyfe Co. LLC
	FIBRBOT
	4,195,083
	21-Aug-2012

	Fyfe Co. LLC
	FIBRBUNDLE
	4,206,441
	11-Sep-2012

	Fyfe Co. LLC
	FYFE
	4,311,875
	2-Apr-2013

	Fyfe Co. LLC
	FIBRPIPEWRAP
	4,721,731
	14-Apr-2015

	INA Acquisition Corp.
	INSITUFORM
	1,216,690
	16-Nov-1982

	INA Acquisition Corp.
	INSITUFORM
	1,309,349
	11-Dec-1984

	INA Acquisition Corp.
	INSITUTUBE
	1,399,405
	1-Jul-1986

	INA Acquisition Corp.
	INSITUPIPE
	1,643,612
	7-May-1991

	INA Acquisition Corp.
	PPL
	2,236,805
	6-Apr-1999

	INA Acquisition Corp.
	INSITUFORM & Circle design
	2,588,334
	2-Jul-2002

	INA Acquisition Corp.
	Circle Design
	2,615,064
	3-Sep-2002

	INA Acquisition Corp.
	INSITUFORM & Circle design
	2,715,154
	13-May-2003

	INA Acquisition Corp.
	INSITUFORM & Circle design
	2,720,636
	3-Jun-2003

	INA Acquisition Corp.
	ITAP
	3,386,807
	19-Feb-2008

	INA Acquisition Corp.
	IBLUE
	3,396,354
	11-Mar-2008

	INA Acquisition Corp.
	THERMOPIPE
	3,403,165
	25-Mar-2008

	INA Acquisition Corp.
	Circle Design
	3,414,381
	22-Apr-2008

	INA Acquisition Corp.
	MTC & design
	3,414,448
	22-Apr-2008

	INA Acquisition Corp.
	MTUBE
	3,414,447
	22-Apr-2008

	INA Acquisition Corp.
	Circle Design
	3,453,594
	24-Jun-2008















	
				
	INA Acquisition Corp.
	INFUSION
	3,544,512
	9-Dec-2008

	INA Acquisition Corp.
	i+ & design
	3,658,699
	21-Jul-2009

	INA Acquisition Corp.
	IPLUS
	3,658,696
	21-Jul-2009

	INA Acquisition Corp.
	INSITUFOLD
	3,672,698
	25-Aug-2009

	INA Acquisition Corp.
	INSITUGUARD
	3,672,694
	25-Aug-2009

	INA Acquisition Corp.
	INSITUFLEX
	3,675,985
	1-Sep-2009

	INA Acquisition Corp.
	INSITUFORM BLUE
	3,690,660
	29-Sep-2009

	INA Acquisition Corp.
	INSITUMAIN
	3,790,732
	18-May-2010

	INA Acquisition Corp.
	BRINDERSON
	4,134,463
	1-May-2012

	INA Acquisition Corp.
	ALLSAFE
	4,191,831
	14-Aug-2012

	INA Acquisition Corp.
	SHIELDING THE WORLD'S INFRASTRUCTURE
	4,213,694
	25-Sep-2012

	INA Acquisition Corp.
	A Logo
	4,238,913
	6-Nov-2012

	INA Acquisition Corp.
	AEGION
	4,270,637
	8-Jan-2013

	INA Acquisition Corp.
	Green Circle Logo
	4,290,916
	19-Feb-2013

	INA Acquisition Corp.
	TITE LINER
	4,428,417
	5-Nov-2013

	INA Acquisition Corp.
	INSITUFORM
	4,592,673
	26-Aug-2014

	INA Acquisition Corp.
	INSITUFORM
	4,592,995
	26-Aug-2014

	INA Acquisition Corp.
	INSITUFORM
	4,592,996
	26-Aug-2014

	INA Acquisition Corp.
	B Logo
	4,674,031
	20-Jan-2015

	INA Acquisition Corp.
	LTUBE
	4,791,429
	11-Aug-2015

	INA Acquisition Corp.
	STRONGER. SAFER. INFRASTRUCTURE.
	4,924,414
	22-Mar-2016

	INA Acquisition Corp.
	MTC
	5,025,509
	23-Aug-2016

	INA Acquisition Corp.
	MTC Logo
	5,025,510
	23-Aug-2016

	INA Acquisition Corp.
	SCHULTZ
	5,169,941
	28-Mar-2017

	INA Acquisition Corp.
	ALLSAFE + Logo
	5,255,656
	1-Aug-2017

	INA Acquisition Corp.
	FIELDLINE
	5,278,694
	29-Aug-2017

	INA Acquisition Corp.
	DELAYTRAK
	5,309,314
	17-Oct-2017

	INA Acquisition Corp.
	LINERWATCH
	5,342,158
	21-Nov-2017

	The Bayou Companies, LLC
	BAYOU
	4,225,252
	16-Oct-2012

	The Bayou Companies, LLC
	BAYOU Logo
	4,225,251
	16-Oct-2012

	Underground Solutions, Inc.
	UNDERGROUND SOLUTIONS
	3,334,835
	13-Nov-2007

	Underground Solutions, Inc.
	FPVC
	3,707,088
	3-Nov-2009

	Underground Solutions, Inc.
	FUSIBLE C-900
	4,225,716
	16-Oct-2012

	Underground Solutions, Inc.
	FUSIBLE C-905
	4,237,805
	6-Nov-2012

	Underground Solutions, Inc.
	SERVICEGUARD
	4,472,392
	21-Jan-2014

	Underground Solutions, Inc.
	FUSIBLE PVC
	4,514,602
	15-Apr-2014

	Underground Solutions, Inc.
	FPVC
	4,858,550
	24-Nov-2015

	United Pipeline Systems, Inc.
	UNITED
	2,380,842
	29-Aug-2000

	United Pipeline Systems, Inc.
	UNITED PIPELINE SYSTEMS UNITED (stylized)
	2,385,010
	12-Sep-2000

	United Pipeline Systems, Inc.
	UNITED PIPELINE SYSTEMS
	2,410,006
	5-Dec-2000



















U.S. Pending Trademark Applications


Pending Applications
	
				
	Trademark Owner
	Mark
	Appl. No.
	Filing Date

	INA Acquisition Corp.
	TIMETRAK
	87/163,561
	7-Sep-2016

	INA Acquisition Corp.
	CHARGELINE
	87/407,170
	11-Apr-2017

	INA Acquisition Corp.
	LIVELINE
	87/407,113
	11-Apr-2017

	INA Acquisition Corp.
	SCANLINE 
	87/407,147
	11-Apr-2017








U.S. Copyrights
Registered Copyrights
	
				
	Copyright Owner
	Title
	Reg. No.
	Reg. Date

	Insituform North America, Inc. (now known as Insituform Technologies, LLC)
	Replace Old Pipes Without Digging
	VA 201 501
	9/26/1985

	Insituform North America, Inc. (now known as Insituform Technologies, LLC)
	Engineering Design Guide
	TX 1838 685
	6/13/1986

	Insituform North America, Inc. (now known as Insituform Technologies, LLC)
	Insituform Programs: Insitupipe Design; Flow Comparison; Resin Calculations; Inversion Information
	TX 1 935-759
	6/16/1986

	Insituform North America, Inc. (now known as Insituform Technologies, LLC)
	Tutorial For Computer Design Programs
	TX 2 168 307
	10/2/1987

	Insituform North America, Inc. (now known as Insituform Technologies, LLC)
	Insituform Programs: Tutor.Exe - Main Menu segment, PIPE segment, FLOW segment
	TX 2-165 286
	10/2/1987

	Insituform North America, Inc. (now known as Insituform Technologies, LLC)
	Engineering Design Guide
	TX 2-487-295
	9/28/1988

	Insituform North America, Inc. (now known as Insituform Technologies, LLC)
	Insituform Pressure Testing Program
	TXu 343-739
	10/12/1988

	Insituform North America, Inc. (now known as Insituform Technologies, LLC)
	Insituform Pressure Testing Program
	TXu 346-160
	10/31/1988

	Insituform North America, Inc. (now known as Insituform Technologies, LLC)
	Tests Prove Insituform Adds Significant Structural Strength
	TX 2-467-119
	12/15/1988

	Insituform North America, Inc. (now known as Insituform Technologies, LLC)
	Insituform Programs, 1989 Version
	TX 2-640-377
	5/19/1989

	Insituform Technologies, LLC
	Engineering Design Guide
	TX 2420 112
	09/19/1988















SCHEDULE 6.22(a)


LOCATIONS OF REAL PROPERTY


	
			
	Company
	Address
	Type

	Aegion Coating Services, LLC
	10655 Jefferson Chemical Road, Conroe, TX 77301
	Owned

	Aegion Coating Services, LLC
	1601 N. 170th East Avenue, Tulsa, OK 74116
	Leased

	Aegion Coating Services, LLC
	1807 N. 170th East Avenue, Tulsa, OK 74116
	Leased

	Aegion Coating Services, LLC
	1837 N. 170th East Avenue, Tulsa, OK 74116
	Leased

	Aegion Corporation
	18004 Edison Avenue, St. Louis Helicopter Airways, Inc. (Lot B), Chesterfield, MO 63005
	Leased

	Aegion Energy Services, Inc.
	19000 MacArthur Blvd., Irvine, CA 92714
	Leased

	Aegion Energy Services, Inc.
	20501 S. Avalon Boulevard, Carson, CA 90746
	Leased

	Brinderson, L.P.
	19456 Creek Road, Bakersfield, CA 93314
	Leased

	Brinderson, L.P.
	19600 South Wilmington Avenue, Carson, CA 90746
	Leased

	Brinderson, L.P.
	235 N Hill Blvd., Burlington, WA 98233
	Leased

	Brinderson, L.P.
	6400 Goodyear Road, Benicia, CA 94510
	Leased

	Brinderson, L.P.
	6851 McDivitt Drive, Suite D, Bakersfield, CA 93313
	Leased

	Corrpro Companies, Inc.
	10260 Matern Place, Santa Fe Springs, CA 90670
	Leased

	Corrpro Companies, Inc.
	1055 W. Smith Road, Medina, OH 44256
	Owned

	Corrpro Companies, Inc.
	11616 W. 59th Street, Sand Springs, OK 74063
	Owned

	Corrpro Companies, Inc.
	1380 Enterprise Drive, West Chester, PA 19382
	Leased

	Corrpro Companies, Inc.
	201 Palilet Drive, Building C-24, Harvey, LA 70058
	Leased

	Corrpro Companies, Inc.
	2069 Lake Industrial Court, Conyers, GA 30013
	Leased

	Corrpro Companies, Inc.
	20991 Cabot Boulevard, Hayward, CA 94545
	Leased

	Corrpro Companies, Inc.
	210 Winter Street, Weymouth, MA 02188
	Leased

	Corrpro Companies, Inc.
	3900 Monroe Road, Farmington, NM 87401
	Leased

	Corrpro Companies, Inc.
	5600 Northwest Central Drive, Houston, TX 77092
	Leased

	Corrpro Companies, Inc.
	5750 S. 116th West Avenue, Sand Springs, OK 74063
	Leased

	Corrpro Companies, Inc.
	580 Lancaster Avenue, Malvern, PA 19355
	Leased

	Corrpro Companies, Inc.
	5840 S. 116 West Avenue, Sand Springs, OK 74063
	Leased

	Corrpro Companies, Inc.
	6445 Marindustry Drive, San Diego, CA 92121
	Leased

	Corrpro Companies, Inc.
	7000 Hollister Street, Houston, TX 77040
	Leased

	Corrpro Companies, Inc.
	7000 Hollister Street, Houston, TX 77040
	Leased

	Corrpro Companies, Inc.
	7031 NW 140th Street, Chiefland, FL 32626
	Leased















	
			
	Corrpro Companies, Inc.
	825-45 Hawthorne Lane, West Chicago, IL 60185
	Leased

	Fibrwrap Construction Services, Inc.
	8690 Red Oak Street, Rancho Cucamonga, CA
	Leased

	Fibrwrap Construction Services USA, Inc.
	545 Jefferson Blvd., Unit #16, West Sacramento, CA 95605
	Leased

	Fyfe Co, LLC
	3940 Ruffin Road, San Diego, CA 92123
	Leased

	Fyfe Co, LLC
	4995 Murphy Canyon Road, San Diego, CA 92123
	Leased

	Insituform Technologies USA, LLC
	11351 W. 183rd Street, Orland Park, IL 60467
	Leased

	Insituform Technologies USA, LLC
	17301 Ridgeland Avenue, Tinley Park, IL 60477
	Leased

	Insituform Technologies USA, LLC
	6101 Oak Forest Avenue, Tinley Park, IL 60477
	Leased

	Insituform Technologies, LLC
	1088 Victory Drive, Genoa (Howell), MI 48843
	Leased

	Insituform Technologies, LLC
	1112, 1114, 1116 Brick Church Pike, Nashville, TN 37207
	Leased

	Insituform Technologies, LLC
	1112, 1114, 1116 Brick Church Pike, Nashville, TN 37208
	Leased

	Insituform Technologies, LLC
	1177 Birch Lake Blvd. North, White Bear Lake, MN 55110
	Leased

	Insituform Technologies, LLC
	119 Sherman Street & 116 Caledonia Street, La Conner, WA 98257
	Leased

	Insituform Technologies, LLC
	12820 Pennridge Drive, Bridgeton, MO 63044
	Leased

	Insituform Technologies, LLC
	1340 Joe Frank Harris Parkway, Cartersville, GA 30120 
	Leased

	Insituform Technologies, LLC
	13502 Almeda School Road, Houston, TX 77053
	Leased

	Insituform Technologies, LLC
	137 Van Voris Street, Batesville, MS 38606
	Leased

	Insituform Technologies, LLC
	1410 Gould Blvd., LaVergne, TN 37086
	Owned

	Insituform Technologies, LLC
	160 Corporate Dr., Batesville, MS 38606
	Owned

	Insituform Technologies, LLC
	170 Corporate Drive, Batesville, MS 38606
	Owned

	Insituform Technologies, LLC
	17220 and 17230 Bel Ray Place, Belton, MO 64012
	Leased

	Insituform Technologies, LLC
	17970 Chesterfield Airport Rd., Chesterfield, MO 63005
	Owned

	Insituform Technologies, LLC
	17975 Edison Avenue, Chesterfield, MO 63005
	Owned

	Insituform Technologies, LLC
	17988 Edison Avenue, Chesterfield, MO 63005
	Owned

	Insituform Technologies, LLC
	17999 Edison Ave., Chesterfield, MO 63005
	Owned

	Insituform Technologies, LLC
	18022 Edison Avenue, Chesterfield, MO 63005
	Owned

	Insituform Technologies, LLC
	1815 John Moore Road, Monroe, NC 28110
	Subleased

	Insituform Technologies, LLC
	1819 A & B John Moore Road, Monroe, NC 28110
	Leased

	Insituform Technologies, LLC
	18378 Tom Drive, Hammond, LA 70403
	Leased

	Insituform Technologies, LLC
	18855 SW Teton Avenue, Tualatin, OR 97062
	Leased















	
			
	Insituform Technologies, LLC
	19165 SW 119th Avenue, Tualatin, OR 97062
	Leased

	Insituform Technologies, LLC
	20 A&B Fox Chase, Cartersville, GA 30120
	Leased

	Insituform Technologies, LLC
	2036 Stout Field West Drive, Indianapolis, IN 46241
	Leased

	Insituform Technologies, LLC
	2130 Stout Field West Drive, Indianapolis, IN 46241
	Leased

	Insituform Technologies, LLC
	2255 West 850 North Street, Cedar City, UT 84720
	Leased

	Insituform Technologies, LLC
	253 B Worcester Road, Charlton, MA 01507
	Leased

	Insituform Technologies, LLC
	3016 US Hwy. 301 North, Tampa, FL 33619
	Leased

	Insituform Technologies, LLC
	3061 Dublin Circle, Bessemer, AL 35022
	Leased

	Insituform Technologies, LLC
	3413 Hunter Road, San Marcos, TX 78666
	Leased

	Insituform Technologies, LLC
	3898 Welden Drive, Mason, OH 45040
	Leased

	Insituform Technologies, LLC
	468 Cypress Road, Ocala, FL 34472
	Leased

	Insituform Technologies, LLC
	5033 Mosson Road, Fort Worth, TX 76119
	Leased

	Insituform Technologies, LLC
	580 Goddard, Chesterfield, MO 63005
	Owned

	Insituform Technologies, LLC
	609 Cepi Drive, Chesterfield, MO 63005
	Owned

	Insituform Technologies, LLC
	645 W. 24th Street, Tempe, AZ 85282
	Leased

	Insituform Technologies, LLC
	6525 Bluebonnet Parkway, Bldg. D405, McGregor, TX 76657
	Leased

	Insituform Technologies, LLC
	6972 Business Park Blvd., Jacksonville, FL 32256
	Leased

	Insituform Technologies, LLC
	709 E. Ordnance Road (also 719 Fenced Lot), Baltimore, MD 21226
	Leased

	Insituform Technologies, LLC
	7200 Memory Lane, Orlando, FL 32807
	Leased

	Insituform Technologies, LLC
	751 West Coliseum Boulevard, Fort Wayne, IN 46808
	Leased

	Insituform Technologies, LLC
	8485 West Antoine Loop, Shreveport, LA 71129
	Leased

	Insituform Technologies, LLC
	8620 Antelope Road North, Antelope, CA 95843
	Leased

	Insituform Technologies, LLC
	9001 NW 97th Terrace & 9770 NW 89th Ave, Miami, FL 33178
	Leased

	Insituform Technologies, LLC
	900-910 Stanton Road, Olyphant, PA 18447
	Leased

	Insituform Technologies, LLC
	91-255 Kalaeloa Boulevard, Kapolei, HI 96707
	Leased

	Insituform Technologies, LLC
	919 Stanton Rd., Olyphant, PA 18447
	Leased

	Insituform Technologies, LLC
	9654 Titan Court, Littleton, CO 80125
	Owned

	Schultz Industrial Services, Inc.
	1724 North Olive Street, Ventura, CA 93001
	Leased

	Schultz Industrial Services, Inc.
	3323 Lime Ave., Signal Hill, C A90755
	Leased

	Schultz Industrial Services, Inc.
	3355 Olive Ave, Signal Hill, CA 90755
	Leased

	Schultz Industrial Services, Inc.
	837 Arnold Drive, Martinez, CA 94553
	Leased

	The Bayou Companies, LLC
	2316 Irish Bend Road, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	4519 Curtis Lane, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	4519 Port Road, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	4615 Port Road, New Iberia, LA 70560
	Leased















	
			
	The Bayou Companies, LLC
	480 N. Sam Houston Parkway East, Houston, TX 77060
	Leased

	The Bayou Companies, LLC
	5008-11 Curtis Lane, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	5017 Curtis Lane, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	5104 Curtis Lane, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	5200 Curtis Lane, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	5201 Curtis Lane, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	5205 Curtis Lane, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	5310 Curtis Lane, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	5319 Port Road, New Iberia, LA 70560
	Owned

	The Bayou Companies, LLC
	Cuming Road, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	Earl B. Wilson Road, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	Parish Road No. 911, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	Port Road, New Iberia, LA 70560
	Leased

	The Bayou Companies, LLC
	Port Road, New Iberia, LA 70560
	Leased

	Underground Solutions, Inc.
	13135 Danielson Street, Poway, CA 92064
	Leased

	Underground Solutions, Inc.
	429 Calabash Creek Lane, Walterboro, SC 29488
	Leased

	Underground Solutions, Inc.
	920 Brush Creek Road, Warrendale, PA 15086
	Leased

	United Pipeline Systems, Inc.
	135 Turner Drive, Durango, CO 81301
	Owned

	United Pipeline Systems, Inc.
	214 Bodo Drive, Durango, CO 81303
	Owned

















SCHEDULE 6.22(b)


TAXPAYER AND ORGANIZATIONAL IDENTIFICATION NUMBERS


	
			
	Loan Party 
	Tax ID Number
	Organizational
Number

	Aegion Coating Services, LLC
	73-1179503
	801358603

	Aegion Corporation
	45-3117900
	5024116

	Aegion Cyprus Limited
	10367016K
	HE 367016

	Aegion Energy Services, Inc.
	37-1736815
	5358555

	Aegion Holding Company, LLC
	45-2077459
	4970143

	Aegion International Services, Inc.
	26-0574790
	4385804

	Aegion Rehabilitation Services Limited
	98-1147385
	8806004

	AllSafe Services, Inc.
	81-4311571
	6188346

	Brinderson Constructors Inc.
	14-1846461
	C2464306

	Brinderson Services, LLC
	61-1717273
	5358956

	Brinderson, L.P.
	16-1775359
	200624200011

	Corrpro Canada Holdings, Inc.
	30-0009996
	3169597

	Corrpro Companies Engineering Ltd.
	None
	01847397

	Corrpro Companies International, Inc.
	80-0052966
	C6734-1996

	Corrpro Companies, Inc.
	34-1422570
	627460

	Corrpro Holdings, LLC
	34-1422570
	4734849

	Fibrwrap Construction Services USA, Inc.
	45-2849421
	5012469

	Fibrwrap Construction Services, Inc.
	45-2849552
	5012470

	Fyfe Co. LLC
	33-0541403
	2315307

	General Energy Services
	16-1775356
	C2894734

	INA Acquisition Corp.
	51-0354302
	2302091

	Infrastructure Group Holdings, LLC
	45-2851618
	5009802

	Insituform Netherlands Holdings, LLC
	46-43896861
	5456217

	Insituform Technologies USA, LLC
	43-1319597
	2024080

	Insituform Technologies, LLC
	13-3032158
	0889565

	Manufactured Technologies Corporation
	64-0915526
	676514

	Schultz Industrial Services, Inc.
	95-3384466
	C0921770

	The Bayou Companies, LLC
	26-4245435
	4621969

	Underground Solutions Technologies Group, Inc.
	25-1868746
	2949813

	Underground Solutions, Inc.
	87-0457059
	3894283

	United Pipeline Middle East, Inc.
	27-1661329
	4771762

	United Pipeline Systems International, Inc.
	27-1928008
	4788837

	United Pipeline Systems, Inc.
	45-3558198
	E0548632011-3

















SCHEDULE 6.22(c)


CHANGES IN LEGAL NAME, STATE OF FORMATION AND STRUCTURE


(i)    Loan Party Legal Name Changes in Preceding Five Years
	
			
	Loan Party
	Other Legal Names During the Past Five Years
	Date of Name Change

	Aegion Coating Services, LLC
	Commercial Coating Services International, LLC
	12/31/15

	Aegion Corporation
	None
	 

	Aegion Cyprus Limited
	Lycaon Holdings Limited
	11/1/17

	Aegion Energy Services, Inc.
	Brinderson Holdings, Inc.
	12/12/14

	Aegion Holding Company, LLC
	Energy & Mining Holding Company, LLC
	11/17/14

	Aegion International Services, Inc.
	ITI International Services, Inc.
	8/29/17

	Aegion Rehabilitation Services Limited
	None
	 

	AllSafe Services, Inc.
	None
	 

	Brinderson Constructors Inc.
	None
	 

	Brinderson Services, LLC
	None
	 

	Brinderson, L.P.
	None
	 

	Corrpro Canada Holdings, Inc.
	None
	 

	Corrpro Companies Engineering Ltd.
	None
	 

	Corrpro Companies International, Inc.
	None
	 

	Corrpro Companies, Inc.
	None
	 

	Corrpro Holdings, LLC
	None
	 

	Fibrwrap Construction Services USA, Inc.
	None
	 

	Fibrwrap Construction Services, Inc.
	None
	 

	Fyfe Co. LLC
	None
	 

	General Energy Services
	None
	 

	INA Acquisition Corp.
	None
	 

	Infrastructure Group Holdings, LLC
	None
	 

	Insituform Netherlands Holdings, LLC
	None
	 

	Insituform Technologies USA, LLC
	None
	 

	Insituform Technologies, LLC
	None
	 

	Manufactured Technologies Corporation
	Mississippi Textiles Corporation
	1/21/15

	Schultz Industrial Services, Inc.
	Schultz Mechanical Contractors, Inc.
	12/13/17

	The Bayou Companies, LLC
	None
	 

	Underground Solutions Technologies Group, Inc.
	None
	 

	Underground Solutions, Inc.
	None
	 

	United Pipeline Middle East, Inc.
	None
	 

	United Pipeline Systems International, Inc.
	None
	 

	United Pipeline Systems, Inc.
	None
	 




(ii)Loan Party Changes in State of Formation in Preceding Five Years
NONE
(iii)    Loan Party Changes in Corporate Structure in Preceding Five Years











	
			
	Loan Party
	Party to a Merger, Consolidation or Other Change in Corporate Structure in the Past Five Years
	Date of Merger, Consolidation, or Change in Corporate Structure

	Aegion Coating Services, LLC
	None
	 

	Aegion Corporation
	None
	 

	Aegion Cyprus Limited
	Formed as part of a multi-step corporate restructuring
	11/30/17

	Aegion Energy Services, Inc.
	Formed as part of the Acquisition by Energy & Mining Holding Company, LLC (n/k/a Aegion Holding Company, LLC) or one or more other Wholly Owned Subsidiaries of the Borrower that are Domestic Subsidiaries, of all of the Equity Interests of Brinderson, L.P., Brinderson Constructors Inc., and General Energy Services
	6/27/13

	Aegion Holding Company, LLC
	None
	 

	Aegion International Services, Inc.
	None
	 

	Aegion Rehabilitation Services Limited
	None
	 

	AllSafe Services, Inc.
	None
	 

	Brinderson Constructors Inc.
	Acquired as part of the Acquisition by Energy & Mining Holding Company, LLC (n/k/a Aegion Holding Company, LLC) or one or more other Wholly Owned Subsidiaries of the Borrower that are Domestic Subsidiaries, of all of the Equity Interests of Brinderson, L.P., Brinderson Constructors Inc., and General Energy Services
	7/1/13

	Brinderson Services, LLC
	Formed as part of the Acquisition by Energy & Mining Holding Company, LLC (n/k/a Aegion Holding Company, LLC) or one or more other Wholly Owned Subsidiaries of the Borrower that are Domestic Subsidiaries, of all of the Equity Interests of Brinderson, L.P., Brinderson Constructors Inc., and General Energy Services
	6/27/13

	Brinderson, L.P.
	Acquired as part of the Acquisition by Energy & Mining Holding Company, LLC (n/k/a Aegion Holding Company, LLC) or one or more other Wholly Owned Subsidiaries of the Borrower that are Domestic Subsidiaries, of all of the Equity Interests of Brinderson, L.P., Brinderson Constructors Inc., and General Energy Services
	7/1/13

	Corrpro Canada Holdings, Inc.
	None
	 

	Corrpro Companies Engineering Ltd.
	None
	 

	Corrpro Companies International, Inc.
	None
	 

	Corrpro Companies, Inc.
	None
	 

	Corrpro Holdings, LLC
	None
	 

	Fibrwrap Construction Services USA, Inc.
	None
	 

	Fibrwrap Construction Services, Inc.
	None
	 

	Fyfe Co. LLC
	None
	 















	
			
	General Energy Services
	Acquired as part of the Acquisition by Energy & Mining Holding Company, LLC (n/k/a Aegion Holding Company, LLC) or one or more other Wholly Owned Subsidiaries of the Borrower that are Domestic Subsidiaries, of all of the Equity Interests of Brinderson, L.P., Brinderson Constructors Inc., and General Energy Services
	7/1/13

	INA Acquisition Corp.
	None
	 

	Infrastructure Group Holdings, LLC
	None
	 

	Insituform Netherlands Holdings, LLC
	None
	 

	Insituform Technologies USA, LLC
	None
	 

	Insituform Technologies, LLC
	None
	 

	Manufactured Technologies Corporation
	None
	 

	Schultz Industrial Services, Inc.
	Acquired by the Borrower and/or one or more Wholly-Owned Subsidiary
	3/1/15

	The Bayou Companies, LLC
	None
	 

	Underground Solutions Technologies Group, Inc.
	None
	 

	Underground Solutions, Inc.
	PUAC, Inc., a Wholly Owned Subsidiary, merged with and into Underground Solutions, Inc. as part of the Acquisition by the Borrower of all of the Equity Interests of Underground Solutions, Inc.
	2/18/16

	United Pipeline Middle East, Inc.
	None
	 

	United Pipeline Systems International, Inc.
	None
	 

	United Pipeline Systems, Inc.
	None
	 






* Various Subsidiaries of Aegion Corporation have been formed and dissolved (including but not limited to Delta Double Jointing, LLC, Coating Robotics Technology Systems, Inc. (f/k/a CRTS, Inc.), and Pacific Coast Field Services, Inc.) on various dates during the preceding five years. See Schedule 6.13 for a list of Aegion Corporation’s current Subsidiaries.













SCHEDULE 8.02


INVESTMENTS EXISTING ON THE CLOSING DATE


		
	1.
	Investments existing as of the Second Amendment Effective Date in the Subsidiaries set forth on Schedule 6.13.


		
	2.
	Other Investments




As of the Second Amendment Effective Date, Aegion Corporation, either directly or through a Subsidiary referenced in item 1 of this Schedule 8.02, is party to certain contractual joint ventures.  Under these existing contractual joint venture relationships, work is bid by the joint venture entity and subcontracted to the joint venture partners or to third parties.  Such joint venture partners are primarily responsible for their subcontracted work, but both joint venture partners are liable to the customer for all of the work.













SCHEDULE 8.03


INDEBTEDNESS EXISTING ON THE SECOND AMENDMENT EFFECTIVE DATE




		
	1.
	Outstanding letters of credit in the aggregate amount of $13,436,014 used for collateral for insurance carriers on behalf of the Borrower and/or its Subsidiaries


		
	2.
	Contingent Earn Out Obligation in the approximate amount of $747,000 pursuant to that certain Agreement dated as of July 1, 2016 between Neil Chevalier and Rebecca Elizabeth Chevalier as trustees for The Chevalier Family Trust, Ryan Larry David Cudby as trustee for the R L Cudby Family Trust, Rebecca Elizabeth Chevalier, Neil Chevalier, Fyfe International Holdings, B.V. and the Borrower


		
	3.
	Miscellaneous capital leases in an amount not to exceed $35,000 to which Subsidiaries of the Borrower are parties



















SCHEDULE 8.05


DISPOSITIONS


Schedule 8.05(A) ***
***


Schedule 8.05(B) (entities which may be dissolved or liquidated):
	
			
	Asia
	Hong Kong
	Insituform Asia Limited
Insituform Hong Kong Limited

	 
	India
	Insituform Pipeline Rehabilitation Private Limited
Insituform SPML JV

	 
	Malaysia
	Insituform Linings Asia Sdn Bhd

	 
	Singapore
	Insitu Envirotech (S.E. Asia) Pte. Ltd.
Insituform Singapore Pte. Ltd.
Technologie & Art Pte. Ltd.

	 
	South Korea
	Fibrwrap ENC Korea Ltd.

	 
	United Arab Emirates
	Hockway Middle East FZE (Ras Al Khaimah)

	Europe
	Poland
	Insituform sp. z o.o.

	 
	UK
	Aegion Corrosion Protection Holdings Limited
Nu Pipe Limited
Sewer Services Limited
UPS-Aptec Limited
Wilson Walton Overseas Holding Ltd.




	
			
	North America
	Canada
	Fibrwrap Construction Services Ltd.

	 
	El Salvador
	Fyfe - Latin America, S.A. de C.V.

	 
	Panama
	Fyfe - LatinAmerica S.A.
Fibrwrap Construction LatinAmerica, S.A.

	 
	USA
	Brinderson Services, LLC
Brinderson, L.P.
Corrpro Companies International, Inc.
DEH Services, LLC
Fibrwrap Construction Services USA, Inc.
General Energy Services
Ocean City Research Corp.
Underground Solutions Technologies Group, Inc.

	South America
	Chile
	Fibrwrap Construction Chile S.A.

	 
	Colombia
	Fibrwrap Construction Colombia S.A.S.



















Exhibit F


[FORM OF]
COMPLIANCE CERTIFICATE


Financial Statement Date: __________, 20___


Date: __________, 20___


To:    Bank of America, N.A., as Administrative Agent


		
	Re:
	Amended and Restated Credit Agreement dated as of October 30, 2015 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among Aegion Corporation, a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.




 Check for distribution to Public Lenders and private-side Lenders. If this box is not checked, this Compliance Certificate will only be posted to private-side Lenders.


Ladies and Gentlemen:


The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, in his/her capacity as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that:


[Use following paragraph 1 for fiscal year-end financial statements:]


		
	1.
	[Attached hereto as Schedule 1 are the][The] year-end audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section [have been electronically delivered to the Administrative Agent pursuant to the conditions set forth in Section 7.02 of the Credit Agreement].




[Use following paragraph 1 for fiscal quarter-end financial statements:]


		
	1.
	[Attached hereto as Schedule 1 are the][The] unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date [have been electronically delivered to the Administrative Agent pursuant to the conditions set forth in Section 7.02 of the Credit Agreement].  Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.




		
	2.
	The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.




		
	3.
	A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and 




[select one:]













[during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]


[or:]


[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]


		
	4.
	The representations and warranties of the Loan Parties contained in the Credit Agreement or any other Loan Document, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement, including the statements in connection with which this Compliance Certificate is delivered.




		
	5.
	Set forth on Schedule [1][2] hereto are true and accurate calculations demonstrating compliance with Section 8.11 of the Credit Agreement on and as of the date of this Compliance Certificate.




		
	6.
	The Consolidated Leverage Ratio for purposes of determining the Applicable Rate is ______: 1.0.




		
	[7.
	The following is a summary of the material changes in GAAP and in the consistent application thereof that materially impact the Borrower’s financial statements and are not disclosed therein: ___________________.]




[signature page follows]

























IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of the date set forth above.


AEGION CORPORATION,
a Delaware corporation


By:                
Name:
Title:













Schedule [1][2]
to Compliance Certificate


Capitalized terms used but not defined herein have the meanings set forth in the Credit Agreement.  In the event of conflict between the provisions and formulas set forth herein and the provisions and formulas set forth in the Credit Agreement, the provisions and formulas of the Credit Agreement shall prevail.


1.    Consolidated Leverage Ratio


(a)    Consolidated Funded Indebtedness             $        


(b)    Consolidated EBITDA


(i)    Consolidated Net Income            $____________


(ii)    Consolidated Interest Charges            $____________


(iii)    taxes based on income (including federal, 
state, local, foreign and withholding)        $____________
        
(iv)    depreciation and amortization expense        $        


(v)    non-cash stock based compensation expense     $____________


(vi)    non-recurring expenses of the Borrower
and its Subsidiaries reducing Consolidated Net
Income which do not represent a cash item    $        


		
	(vii)
	to the extent recorded on or before December 


31, 2016, the 2014 Strategic Restructuring 
Charges                    $        


(viii)    any losses on sales of assets or Equity 
Interests outside the ordinary course of 
business for such period                $        


(ix)    to the extent incurred on or before December 
31, 2018, transaction costs (not including any 
costs that will be capitalized) in respect of 
closing the Second Amendment and the Bayou 
Disposition (whether or not consummated) in an 
aggregate amount not to exceed $10,000,000    $        











(x)    transaction costs (not including any costs that
will be capitalized) incurred by the Borrower,
any Loan Party or any Person acquired in respect
of any Permitted Acquisition in an aggregate
amount not to exceed $5,000,000 for any
Permitted Acquisition and $25,000,000 after 
the Second Amendment Effective Date, in each 
case, to the extent such costs are incurred no later 
than twelve months following the consummation 
of such Permitted Acquisition            $        


(xi)    to the extent recorded on or before September 
30, 2018, the 2017 Strategic Cash Restructuring 
Charges in an aggregate amount not to exceed 
$25,000,000                    $        


, and minus


(xii)    all non-cash items increasing Consolidated
Net Income                    $        
        
(xiii)    any gains on sales of
assets or Equity Interests outside the ordinary
course of business                $        


(xiv)    Consolidated EBITDA
[sum of (i) though (xi) above minus (xii)
and (xiii))]                    $        


(c)    Consolidated Leverage Ratio        
[(a)/(b)(xiv)]                        __________:1.0


2.    Consolidated Fixed Charge Coverage Ratio


(a)    Consolidated Adjusted EBITDAR            $        


(i)    Consolidated EBITDA                 $____________
[1(b)(xiv) above]


(ii)    rent and lease expense                $____________


(iii)    Consolidated Capital Expenditures        $____________


(iv)    Consolidated Taxes                $        


(v)    Consolidated Adjusted EBITDAR
[(i) + (ii) - (iii) - (iv)]                $        


(b)    Consolidated Fixed Charges                


(i)    Consolidated Interest Charges            $____________


(ii)    Consolidated Scheduled Funded 
Debt Payments                    $____________













(iii)    the amount of cash dividends and
other cash distributions relating to the
Borrower’s Equity Interests            $____________


(iv)    rent and lease expense                 $        


(v)    Consolidated Fixed Charges
[sum of (i) though (iv) above]            $        


(c)    Consolidated Fixed Charge Coverage Ratio
[(a)(v)/(b)(v)]                        __________:1.0