Exhibit



Exhibit 10.2






		
	To:
	Lender Group for Frank’s International C.V.  


$100 million  Revolving Credit Facility (collectively, the “Lenders”) 


		
	From:
	ZB, N.A., d/b/a Amegy Bank, as Administrative Agent (“Administrative Agent”)




		
	Date:
	April 18, 2017




		
	Subject:
	Limited Waiver of Financial Covenants (the “Limited Waiver”) 


 




Frank’s International C.V., a limited partnership formed under the laws of the Netherlands (the “Borrower”), has requested that the Lenders waive compliance with (i) the Leverage  Ratio set forth in Section 6.10 of the Credit Agreement (hereafter defined) and (ii) the  Interest Coverage Ratio set forth in Section 6.11 of the Credit Agreement for the fiscal quarters ending March 31, 2017 and June 30, 2017 subject to the Borrower complying with the following four conditions (collectively, the “Limited Waiver Conditions”):
first, at all times prior to the Third Quarter Compliance Certificate Delivery Date (hereafter defined) the Borrower will maintain no less than $250  million  in  liquidity (comprised of cash and availability under the Credit Agreement);
second, during the period commencing with the Effective Date (hereafter defined) through and including the Third Quarter Compliance Certificate  Delivery  Date, the “Applicable Margin” shall for all purposes of the Credit  Agreement  be  deemed  to  be  the  Applicable  Margin determined by Category 1, as referenced in the definition of “Applicable Margin,”  which  applies when the Leverage Ratio is greater than 1.50 to 1.00; 
third,  prior to the Third Quarter Compliance Certificate Delivery Date neither Borrower nor any finance company that is an Affiliate of Borrower will issue or cause to be issued any Permitted Senior Unsecured Debt unless contemporaneously with the issuance of any such Permitted Senior Unsecured Debt Borrower and its Subsidiaries grant a Lien on substantially  all  of their respective properties and assets to the Administrative  Agent  to  secure the Obligations but only to the extent a Lien  on  such  properties  or  assets could not reasonably be expected to result in material adverse tax consequences to the Borrower or any of its Subsidiaries,  as  reasonably  determined by the Borrower and concurred with  by the Administrative Agent (the waivers set forth in clauses (i) and (ii) above being inapplicable for purposes of determining whether the Borrower would be in compliance on a Pro Forma Basis with the Financial 











Performance  Covenants  as  of the most recently completed fiscal quarter for which financial statements are available as required in the definition of “Permitted Senior Unsecured Debt”); and
fourth, on the Effective Date the Borrower will pay to the Administrative Agent, for the account of each Lender (including the Administrative  Agent  in  its  capacity  as  a  Lender) sending a signed approval of this Limited Waiver to the Administrative Agent’s counsel by the  deadline  specified  in  the  penultimate  paragraph  of  this Limited Waiver, a waiver fee equal to five basis points (5bps) of such Lender’s Revolving Facility Commitment (the “Waiver Fee”).  


  The Leverage Ratio and Interest Coverage Ratio will be reinstated as of July 1, 2017  and  will  be  tested  again  quarterly  beginning  with  the fiscal quarter ending September 30, 2017.   Concurrently  with  the  delivery  of the third quarter financial statements Borrower is required to deliver a certificate of a Financial Officer (i) certifying that  no  Event  of  Default  or  Default  has  occurred  or,  if  such  an  Event  of  Default  or  Default  has  occurred,  specifying  the  nature and extent thereof and any corrective action  taken  or  proposed  to  be  taken  with  respect thereto and (ii) setting forth a computation of the Financial Performance Covenants in detail reasonably satisfactory to the Administrative Agent (the date of delivery of such certificate, the “Third Quarter Compliance Certificate Delivery Date”). 


The foregoing  Limited  Waiver  is  subject to approval of the Required Lenders.  This Limited Waiver will be automatically rescinded and nullified and be of no force or effect  if  the  Borrower  fails  to  comply  with  any  of  the  Waiver  Conditions.  Notwithstanding  any  rescission  or nullification of this Limited Waiver, the Waiver Fee will be deemed fully earned when paid and shall be non-refundable for any reason.


Capitalized  terms not otherwise defined herein have the meanings given them in the  Revolving  Credit  Agreement  dated  August 14, 2013,  among   the  Borrower,   Borrower’s general partner, Frank’s International Management B.V., a private limited liability company organized under the laws of the Netherlands, ZB, N.A., d/b/a Amegy Bank, individually and as Administrative Agent, Capital One, National Association, as Syndication Agent, and the lenders party thereto (the “Credit Agreement”).


Your response is requested by noon, Central Time, on Friday, April 28, 2017 (the “Effective  Date”).   Your  response  must  be  sent  via  fax or email to Administrative Agent’s  counsel, Robert Shearer, with Thompson & Knight LLP at (832) 397-8056 (fax) or email  him  at robert.shearer@tklaw.com.  Limited Waiver approvals submitted by a Lender after that  time  will be accepted but will be considered untimely and not eligible for the Waiver Fee.   


Please call Brad Ellis (713) 232-1212 or Tim Neuhaus (713) 232-1055 with any questions you may have. Thank you.


Sincerely,
ZB, N.A. d/b/a Amegy Bank,











as Administrative Agent













The undersigned Lender hereby:


		
	X
	APPROVES a limited waiver of (i) the Leverage Ratio set forth in Section 6.10 of the Credit Agreement and (ii) the Interest Coverage Ratio set forth in Section 6.11 of the Credit Agreement for the fiscal quarters ending March 31, 2017 and June 30, 2017 subject to the Borrower complying with the Limited Waiver Conditions.   




		
	__
	DOES NOT APPROVE the limited waiver.   






		
	Lender’s Name:
	ZB, N.A., d/b/a/ Amegy Bank




		
	By:
	/s/ Brad Ellis




		
	Name:
	Brad Ellis




		
	Title:
	Senior Vice President




		
	Date:
	April 28, 2017













The undersigned Lender hereby:


		
	X
	APPROVES a limited waiver of (i) the Leverage Ratio set forth in Section 6.10 of the Credit Agreement and (ii) the Interest Coverage Ratio set forth in Section 6.11 of the Credit Agreement for the fiscal quarters ending March 31, 2017 and June 30, 2017 subject to the Borrower complying with the Limited Waiver Conditions.   




		
	__
	DOES NOT APPROVE the limited waiver.  






		
	Lender’s Name:
	Bank of America, N.A.




		
	By:
	/s/ Jameson Burke




		
	Name:
	Jameson Burke




		
	Title:
	Vice President




		
	Date:
	April 28, 2017













The undersigned Lender hereby:


		
	X
	APPROVES a limited waiver of (i) the Leverage Ratio set forth in Section 6.10 of the Credit Agreement and (ii) the Interest Coverage Ratio set forth in Section 6.11 of the Credit Agreement for the fiscal quarters ending March 31, 2017 and June 30, 2017 subject to the Borrower complying with the Limited Waiver Conditions.   




		
	__
	DOES NOT APPROVE the limited waiver.  






		
	Lender’s Name:
	Citibank, N.A.




		
	By:
	/s/ Peter Kardos




		
	Name:
	Peter Kardos




		
	Title:
	Vice President




		
	Date:
	April 25, 2017













The undersigned Lender hereby:


		
	X
	APPROVES a limited waiver of (i) the Leverage Ratio set forth in Section 6.10 of the Credit Agreement and (ii) the Interest Coverage Ratio set forth in Section 6.11 of the Credit Agreement for the fiscal quarters ending March 31, 2017 and June 30, 2017 subject to the Borrower complying with the Limited Waiver Conditions.  




		
	__
	DOES NOT APPROVE the limited waiver.  






		
	Lender’s Name:
	Regions Bank




		
	By:
	/s/ Harry F. Hardin




		
	Name:
	Harry F. Hardin




		
	Title:
	Vice President




		
	Date:
	April 25, 2017













The undersigned Lender hereby:


		
	X
	APPROVES a limited waiver of (i) the Leverage Ratio set forth in Section 6.10 of the Credit Agreement and (ii) the Interest Coverage Ratio set forth in Section 6.11 of the Credit Agreement for the fiscal quarters ending March 31, 2017 and June 30, 2017 subject to the Borrower complying with the Limited Waiver Conditions.   




		
	__
	DOES NOT APPROVE the limited waiver.  






		
	Lender’s Name:
	Bokf, NA, dba Bank of Texas




		
	By:
	/s/ Chuck Johnson




		
	Name:
	Chuck Johnson




		
	Title:
	Vice President




		
	Date:
	April 25, 2017













The undersigned Lender hereby:


		
	X
	APPROVES a limited waiver of (i) the Leverage Ratio set forth in Section 6.10 of the Credit Agreement and (ii) the Interest Coverage Ratio set forth in Section 6.11 of the Credit Agreement for the fiscal quarters ending March 31, 2017 and June 30, 2017 subject to the Borrower complying with the Limited Waiver Conditions.  




		
	__
	DOES NOT APPROVE the limited waiver.    






		
	Lender’s Name:
	Cadence Bank, N.A.




		
	By:
	/s/ Phillip Bannon




		
	Name:
	Phillip Bannon




		
	Title:
	Vice President




		
	Date:
	April 28, 2017













The undersigned Lender hereby:


		
	X
	APPROVES a limited waiver of (i) the Leverage Ratio set forth in Section 6.10 of the Credit Agreement and (ii) the Interest Coverage Ratio set forth in Section 6.11 of the Credit Agreement for the fiscal quarters ending March 31, 2017 and June 30, 2017 subject to the Borrower complying with the Limited Waiver Conditions.  




		
	__
	DOES NOT APPROVE the limited waiver.     






		
	Lender’s Name:
	JP Morgan Chase Bank, N.A.




		
	By:
	/s/ Arina Mavilian




		
	Name:
	Arina Mavilian




		
	Title:
	Vice President




		
	Date:
	April 28, 2017















The undersigned Lender hereby:


		
	X
	APPROVES a limited waiver of (i) the Leverage Ratio set forth in Section 6.10 of the Credit Agreement and (ii) the Interest Coverage Ratio set forth in Section 6.11 of the Credit Agreement for the fiscal quarters ending March 31, 2017 and June 30, 2017 subject to the Borrower complying with the Limited Waiver Conditions.  




		
	__
	DOES NOT APPROVE the limited waiver.  






		
	Lender’s Name:
	Whitney Bank




		
	By:
	/s/ Brent P. Benoit




		
	Name:
	Brent P. Benoit




		
	Title:
	Vice President




		
	Date:
	April 28, 2017