ex10-1.htm


Exhibit 10.1

 

	
 



 

THIRD AMENDMENT

 

TO

 

SYNDICATED FACILITY AGREEMENT

 

dated as of

 

February 17, 2017

 

among

 

CIVEO CORPORATION,

 

CIVEO U.S. HOLDINGS LLC,

 

CIVEO CANADA INC.,

CIVEO PREMIUM CAMP SERVICES LTD.,

CIVEO PTY LIMITED

 

and

 

CIVEO MANAGEMENT LLC,

as Borrowers

 

THE LENDERS NAMED HEREIN,

 

ROYAL BANK OF CANADA,
as Administrative Agent, U.S. Collateral Agent,
Canadian Administrative Agent, Canadian Collateral Agent
and an Issuing Bank,

 

and

 

RBC EUROPE LIMITED,
as Australian Administrative Agent, Australian Collateral Agent
and an Issuing Bank 

 

	
 



 

RBC CAPITAL MARKETS,1
as Lead Arranger and Sole Bookrunner

 

 






1 RBC Capital Markets is the global brand name of the corporate and investment banking business of Royal Bank of Canada and its affiliates.

 


 

 




 


  

THIRD AMENDMENT TO SYNDICATED FACILITY AGREEMENT

 

THIS THIRD AMENDMENT TO SYNDICATED FACILITY AGREEMENT (this “Third Amendment”), dated as of February 17, 2017, is among CIVEO CORPORATION, a corporation incorporated under the laws of the Province of British Columbia (the “Parent Borrower”), CIVEO U.S. HOLDINGS LLC, a Delaware limited liability company (formerly Civeo USA Corp., a Delaware corporation) (the “Original U.S. Borrower”), CIVEO MANAGEMENT LLC, a Delaware limited liability company (together with the Original U.S. Borrower, the “U.S. Borrowers”), CIVEO CANADA INC., a corporation amalgamated under the laws of the Province of Alberta (the “Canadian Parent”), CIVEO PREMIUM CAMP SERVICES LTD., a corporation amalgamated under the laws of the Province of Alberta (“Civeo Premium” and, together with the Canadian Parent, the “Canadian Borrowers”), CIVEO PTY LIMITED ACN 003 657 510, an Australian proprietary limited company (the “Australian Borrower” and, together with the Parent Borrower, the U.S. Borrowers and the Canadian Borrowers, the “Borrowers”), certain subsidiary guarantors of the Borrowers party hereto, the Lenders party hereto (the “Lenders”), the Issuing Banks, the Swing Line Lenders, the ROYAL BANK OF CANADA, as administrative agent for the U.S. Lenders, as U.S. collateral agent for the Lenders, as administrative agent for the Canadian Lenders and as Canadian collateral agent for the Lenders, and RBC EUROPE LIMITED, as administrative agent for the Australian Lenders and as Australian collateral agent for the Lenders.

 

R E C I T A L S

 

A.     The Borrowers, the Agents and the Lenders are parties to that certain Syndicated Facility Agreement, dated as of May 28, 2014 (as amended by the First Amendment to Syndicated Facility Agreement dated as of May 13, 2015 and the Second Amendment to Syndicated Facility Agreement dated as of February 18, 2016, the “Credit Agreement” and, as amended by this Third Amendment, the “Amended Credit Agreement”), pursuant to which the Lenders have made certain loans to and other extensions of credit on behalf of the Borrowers.

 

B.     The Borrowers, the Agents, the Issuing Banks, the Swing Line Lenders and the Lenders desire to amend certain provisions of the Credit Agreement.

 

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

 

Section 1.     Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Amended Credit Agreement. Unless otherwise indicated, all article and section references in this Third Amendment refer to articles and sections of the Amended Credit Agreement.

 


 

 




 


  

Section 2.     Amendments to Credit Agreement. Effective as of the Third Amendment Effective Date, the Credit Agreement is hereby amended as follows: 

 

(a)           The definition of “Applicable Percentage” is amended in its entirety to read as follows:

 

“Applicable Percentage” shall mean, for any day, with respect to any Eurocurrency Loan, ABR Loan, B/A Loan, Canadian Prime Rate Loan, U.S. Base Rate Loan, BBSY Rate Loan or the Commitment Fee, the applicable percentage set forth below under the applicable caption, based upon the Leverage Ratio as of the relevant date of determination:

 

	
Leverage Ratio
	
Eurocurrency/BBSY

Rate/B/A Spread
	
ABR, Canadian

Prime Rate and U.S.

Base Rate Spread
	
Commitment Fee

Percentage

	 	 	 	 
	
Category 1
	
2.25%
	
1.25%
	
0.51%

	 	 	 	 
	Less than 2.00 to 1.00	 	 	 
	 	 	 	 
	
Category 2
	
2.50%
	
1.50%
	
0.56%

	 	 	 	 
	Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00	 	 	 
	 	 	 	 
	
Category 3
	
2.75%
	
1.75%
	
0.62%

	 	 	 	 
	Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00	 	 	 
	 	 	 	 
	
Category 4
	
3.00%
	
2.00%
	
0.68%

	 	 	 	 
	Greater than or equal to 3.00 to 1.00 but less than 3.50 to 1.00	 	 	 
	 	 	 	 
	
Category 5
	
3.50%
	
2.50%
	
0.79%

	 	 	 	 
	Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00	 	 	 
	 	 	 	 
	
Category 6
	
4.00%
	
3.00%
	
0.90%

	 	 	 	 
	Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00	 	 	 
	 	 	 	 
	
Category 7
	
4.50%
	
3.50%
	
1.01%

	 	 	 	 
	Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00	 	 	 
	 	 	 	 
	
Category 8
	
5.00%
	
4.00%
	
1.13%

	 	 	 	 
	Greater than or equal to 5.00 to 1.00 but less than 5.50 to 1.00	 	 	 
	 	 	 	 
	
Category 9
	
5.50%
	
4.50%
	
1.24%

	 	 	 	 
	Greater than or equal to 5.50 to 1.00	 	 	 


  


 

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Each change in the Applicable Percentage resulting from a change in the Leverage Ratio shall be effective with respect to all Loans and Letters of Credit outstanding on and after the date of delivery to the Administrative Agent of the financial statements required by Section 5.04(a) or (b) and the Compliance Certificate required by Section 5.04(c), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements indicating another such change; provided, however, that at any time during which the Parent Borrower has failed to deliver when due the financial statements required by Section 5.04(a) or (b) and the Compliance Certificate required by Section 5.04(c), respectively, the Leverage Ratio shall be deemed to be in Category 9 for purposes of determining the Applicable Percentage. Notwithstanding the foregoing, as of the Third Amendment Effective Date, the Applicable Percentage shall be based on the Leverage Ratio reflected in the most recently delivered financial statements required by Section 5.04(a) or (b) and the Compliance Certificate required by Section 5.04(c), respectively.

 

(b)           The last sentence of the definition of “Australian Revolving Commitment” is amended in its entirety to read as follows:

 

The aggregate amount of the Australian Revolving Commitments as of the Third Amendment Effective Date (subsequent to the reduction of the Australian Revolving Commitments pursuant to Section 2 of the Third Amendment) is $85,000,000.

 

(c)           The last sentence of the definition of “Canadian Tranche A Revolving Commitment” is amended in its entirety to read as follows:

 

The aggregate amount of the Canadian Tranche A Revolving Commitments as of the Third Amendment Effective Date (subsequent to the reduction of the Canadian Tranche A Revolving Commitments pursuant to Section 2 of the Third Amendment) is $90,000,000.

 

(d)           The last sentence of the definition of “Canadian Tranche B Revolving Commitment” is amended in its entirety to read as follows:

 

The aggregate amount of the Canadian Tranche B Revolving Commitments as of the Third Amendment Effective Date (subsequent to the reduction of the Canadian Tranche B Revolving Commitments pursuant to Section 2 of the Third Amendment) is $60,000,000.

 


 

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(e)           The definition of “EBITDA” is amended in its entirety to read as follows:

 

“EBITDA” shall mean, for any person for any period, Consolidated Net Income of such person for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any noncash charges or extraordinary losses for such period, (v) transaction costs associated with the Transactions in an aggregate amount not to exceed $25,000,000 plus such additional amounts as a result of currency exchange fluctuations in an amount reasonably acceptable to the Administrative Agent and (vi) the amount of cost savings, operating expense reductions and synergies directly attributable and of continuing effect and projected by the Parent Borrower in good faith to be realized within 12 months after consummation of a Permitted Acquisition (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period for which EBITDA is being determined and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings, operating expense reductions and synergies (1) are reasonably identifiable and factually supportable and (2) have been approved by the Administrative Agent in its reasonable discretion and (B) the aggregate amount of such cost savings, operating expense reductions and synergies included pursuant to this clause (a)(vi), shall not exceed 10% of EBITDA (after giving effect to this clause (a)(vi)), and minus (b) without duplication (i) all cash payments made during such period on account of reserves, restructuring charges and other noncash charges added to Consolidated Net Income pursuant to clause (a)(iv) above in a previous period and (ii) to the extent included in determining such Consolidated Net Income, any extraordinary gains and all noncash items of income for such period, all determined for such person on a consolidated basis in accordance with GAAP.

 

(f)            The definition of “Permitted Acquisition” is amended in its entirety to read as follows:

 

“Permitted Acquisition” shall mean any acquisition meeting all the criteria of either Section 6.04(i) or Section 6.04(m).

 

(g)           The last sentence of the definition of “U.S. Revolving Commitment” is amended in its entirety to read as follows:

 

The aggregate amount of the U.S. Revolving Commitments as of the Third Amendment Effective Date (subsequent to the reduction of the U.S. Revolving Commitments pursuant to Section 2 of the Third Amendment) is $40,000,000.

 

(h)           Section 1.01 of the Credit Agreement is amended by adding the following definitions where alphabetically appropriate: 

 

“Third Amendment” shall mean that certain Third Amendment to Syndicated Facility Agreement, dated as of February 17, 2017, among the Borrowers, the Administrative Agents and the Lenders party thereto.

 

“Third Amendment Effective Date” shall have the meaning set forth in the Third Amendment.

 

(i)            Section 1.01 of the Credit Agreement is amended by deleting the definition of “Acquired Entity”.

 


 

4




 


 

 

(j)            Section 6.04 of the Credit Agreement is amended by:

 

(i)            amending subsection (i) as follows:

 

(A) amending the lead in paragraph in its entirety to read as follows:

 

the Parent Borrower and its Subsidiaries may acquire all or substantially all the assets of a person or line of business of such person, or Equity Interests of a person that would become a wholly owned Subsidiary; provided that at the time of such transaction:

 

(B) amending the parenthetical in subsection (ii) in its entirety to read as follows:

 

(including any Asset Sale and any other transaction described in this Section 6.04(i) or Section 6.04(m) occurring during or after such period)

 

(C) amending clause (A) in the final proviso thereof in its entirety to read as follows: 

 

(A) other than adjustments pursuant to clause (a)(vi) of the definition of EBITDA, include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended and

 

(ii)            amending subsection (k) in its entirety as follows:

 

(k)     Investments by the Parent Borrower or an existing Subsidiary in or to the Parent Borrower or an existing Subsidiary (but excluding, for the avoidance of doubt, Investments in any Person that will become a Subsidiary upon the making of such Investment);

 

(iii)          (A) deleting the word “and” at the end of subsection (k), (B) replacing the period at the end of subsection (l) with a semicolon and adding the word “and” at the end thereof and (C) adding a new subsection (m) as follows:

 

(m)     the Parent Borrower and its Subsidiaries may acquire Equity Interests of a person that would become a non-wholly owned Subsidiary (in each case referred to herein as the “Non-Wholly Owned Entity”); provided that:

 

(i)       both before and after giving effect thereto, no Event of Default or Default shall have occurred and be continuing;

 

(ii)      the Parent Borrower would (A) be in compliance with the covenants set forth in Section 6.10 and (B) after giving effect to such acquisition, have a Leverage Ratio less than the Leverage Ratio immediately prior to such acquisition, in each case as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Section 5.04(a) or 5.04(b) have been delivered or for which comparable financial statements have been filed with the SEC, after giving pro forma effect to such transaction and to any other event occurring during or after such period as to which pro forma recalculation is appropriate (including any Asset Sale and any other transaction described in Section 6.04(i) or this Section 6.04(m) occurring during or after such period) as if such transaction had occurred as of the first day of such period;

 


 

5




 


 

 

(iii)     after giving effect to such acquisition, there must be at least U.S.$25,000,000 of the Revolving Commitments unused and available;

 

(iv)     after giving effect to such acquisition, the Parent Borrower shall continue to own, directly or indirectly, beneficially and of record, a majority of the issued and outstanding Equity Interests of such Non-Wholly Owned Entity unless otherwise disposed of in accordance with Section 6.05;

 

(v)     upon the consummation of such acquisition, the Non-Wholly Owned Entity and any Borrower and/or Subsidiary that holds any Equity Interests in such Non-Wholly Owned Entity shall have each complied with the requirements of Section 5.09 regardless of whether such Non-Wholly Owned Entity is a Material Subsidiary; and

 

(vi)     the aggregate amount of the consideration for all such acquisitions made pursuant to this Section 6.04(m) after the Third Amendment Effective Date shall not exceed 10% of the Parent Borrower’s Consolidated Net Worth calculated on the date of such acquisition as of the most recent fiscal quarter for which financial statements are available;

 

provided, however that all pro forma calculations required to be made pursuant to this Section 6.04(m) shall (A) other than adjustments pursuant to clause (a)(vi) of the definition of EBITDA, include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended and (B) be certified to by a Financial Officer as having been prepared in good faith based upon reasonable assumptions.

 

(k)           Section 6.06 of the Credit Agreement is amended by replacing “January 1, 2017” with “January 1, 2018”.

 

(l)            Section 6.11 of the Credit Agreement is amended in its entirety to read as follows:

 

Maximum Leverage Ratio. Commencing with the four fiscal quarter period ending March 31, 2017, permit the Leverage Ratio for any period of four consecutive fiscal quarters of the Parent Borrower, in each case taken as one accounting period, as of the last day of any fiscal quarter, to be greater than:

 

	
Fiscal Quarter Ending
	
Leverage Ratio

	
March 31, 2017 and June 30, 2017
	
5.25:1.00

	
September 30, 2017, 
December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018
	
5.85:1.00

	
December 31, 2018 
	
5.50:1.00

	
March 31, 2019 and thereafter
	
5.25:1.00



 

(m)          Schedule 2.01 to the Credit Agreement is amended and replaced in its entirety with Annex I attached hereto.

 


 

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Section 3.    Reduction of Revolving Commitments. The Borrowers agree that on the Third Amendment Effective Date, (a) the Australian Revolving Commitments will be permanently reduced to an aggregate amount of $85,000,000, the Canadian Tranche A Revolving Commitments will be permanently reduced to an aggregate amount of $90,000,000, the Canadian Tranche B Revolving Commitments will be permanently reduced to an aggregate amount of $60,000,000 and the U.S. Revolving Commitments will be permanently reduced to an aggregate amount of $40,000,000.

 

Section 4.     Consent Fees. The Borrowers agree to pay to the Administrative Agent for the account of each Lender that (a) notifies the Administrative Agent (or its counsel) that it has consented to this Third Amendment and (b) delivers evidence satisfactory to the Administrative Agent that it has obtained all credit and other internal approvals necessary to enter into this Third Amendment, in each case at or prior to 5:00 p.m., New York City time, on February 15, 2017, a consent fee (the “Consent Fees”) in an amount equal to 0.25% of the aggregate principal amount of the outstanding U.S. Term Loans, Canadian Term Loans, the U.S. Revolving Commitment, the Canadian Tranche A Revolving Commitment, the Canadian Tranche B Revolving Commitment and the Australian Revolving Commitment of such Lender as of the Third Amendment Effective Date, after giving effect to the Amended Credit Agreement. Consent Fees shall be payable (i) in U.S. dollars for the U.S. Term Loans and the U.S. Revolving Commitment, (ii) in U.S. Dollar Equivalent for the Australian Revolving Commitment, the Canadian Tranche A Revolving Commitment and the Canadian Tranche B Revolving Commitment and (iii) in Canadian dollars for the Canadian Term Loans.

 

Section 5.     Conditions Precedent. This Third Amendment shall not be deemed to be effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.08 of the Credit Agreement) (the “Third Amendment Effective Date”):

 

(a)          The Administrative Agent shall have received from the Required Lenders, the Borrowers and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Third Amendment signed on behalf of such Persons.

 

(b)       The Administrative Agents and the Lead Arranger shall have received all Fees and other amounts due and payable on or prior to the Third Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Agents) required to be reimbursed or paid by the Borrowers hereunder, under the Credit Agreement or under any other Loan Document.

 

(c)          The representations and warranties set forth in Article III of the Amended Credit Agreement and in each other Loan Document shall be true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the Third Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranty is true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) as of such earlier date.

 

(d)           No Default or Event of Default shall have occurred and be continuing, after giving effect to the terms of this Third Amendment.

 

(e)           The Administrative Agent shall have received, on behalf of itself, the other Agents, the Lenders and the Issuing Banks (i) any Note requested by a Lender pursuant to Section 2.04 of the Amended Credit Agreement payable to such requesting Lender and (ii) such other documents as Administrative Agent or special counsel to Administrative Agent may reasonably request.

 


 

7




 


  

Section 6.     Representations and Warranties. As of the date hereof, each Borrower hereby represents and warrants to the Administrative Agent and each of the Lenders as follows:

 

(a)         The representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranty is true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) as of such earlier date.

 

(b)          No Default or Event of Default has occurred and is continuing.

 

Section 7.     Miscellaneous.

 

(a)          Confirmation. The provisions of the Credit Agreement, as amended by this Third Amendment, are hereby ratified and confirmed by the Borrowers and shall remain in full force and effect following the effectiveness of this Third Amendment. The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose except as expressly set forth herein or a consent to any further or future action on the part of the Borrowers or the other Loan Parties that would require the waiver or consent of the Administrative Agents or the Lenders.

 

(b)          Ratification and Affirmation. Each of the Borrowers and Guarantors hereby (a) acknowledges the terms of this Third Amendment and (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended or modified hereby.

 

(c)        Limited Waiver of Certain Notice Requirements. Solely for purposes of the permanent reduction of the Australian Revolving Commitments, the Canadian Tranche A Revolving Commitments, the Canadian Tranche B Revolving Commitments and the U.S. Revolving Commitments, in accordance with Section 9.08 of the Credit Agreement, the Lenders party hereto hereby waive the requirement under Section 2.09(c) of the Credit Agreement that the Australian Borrower, Canadian Borrowers and U.S. Borrowers provide three Business Days’ prior irrevocable written notice in connection with such permanent reduction of the Australian Revolving Commitments, the Canadian Tranche A Revolving Commitments, the Canadian Tranche B Revolving Commitments and the U.S. Revolving Commitments, as applicable. The waivers by the Lenders described in this Section 7(c) shall not be construed to be a consent to, or a permanent waiver of, Sections 2.09(c) of the Credit Agreement, or any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or in any of the other Loan Documents.

 

(d)          Loan Document. This Third Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Amended Credit Agreement relating to Loan Documents shall apply hereto.

 


 

8




 


  

(e)          Counterparts. This Third Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Third Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

 

(f)         NO ORAL AGREEMENT. THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

 

(g)          GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

 

Section 8.     Not Fiduciary Relationship. The Loan Parties acknowledge that none of the Agents, the Issuing Banks, the Swing Line Lenders, the Lenders or their respective Affiliates is acting as a fiduciary for or advisor to the Loan Parties.

  

 

[SIGNATURES BEGIN NEXT PAGE]

 


 

9




 


  

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

 

 

	
BORROWERS:
	
 
	
 

	 	CIVEO CORPORATION	 
	
 
	
 
	 	
 
	
 

	
 
	
 
	 	
 
	
 

	
 
	
By: 
	
/s/ Frank Steininger
	
 

	
 
	
 
	Name:	
Frank C. Steininger
	
 

	
 
	
 
	Title:	
Senior Vice President, Chief Financial Officer and Treasurer
	
 

	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO U.S. HOLDINGS LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Senior Vice President and Treasurer	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO CANADA INC.	 
	 	CIVEO PREMIUM CAMP SERVICES LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO MANAGEMENT LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Senior Vice President, Chief Financial Officer and Treasurer	 


  


 

Signature Page to Third Amendment to Syndicated Facility Agreement




 


 

	 	CIVEO PTY LIMITED	 
	 	 	 	 	 
	 	 	 	 	 
	 	/s/ Bradley Dodson	 
	 	Signature of Director	 
	 	 	 
	 	 	 
	 	Bradley Dodson	 
	 	Name of Director	 
	 	 	 
	 	 	 
	 	/s/ Frank C. Steininger	 
	 	Signature of Director/Company Secretary 	 
	 	 	 
	 	 	 
	 	Frank C. Steininger	 
	 	Name of Director/Company Secretary	 


  


 

Signature Page to Third Amendment to Syndicated Facility Agreement 




 


 

	GUARANTORS:	 	 	 	 
	 	 	 	 	 
	 	CIVEO OFFSHORE LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Senior Vice President and Treasurer	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO USA LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Senior Vice President and Treasurer	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO USA MANUFACTURING LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Senior Vice President and Treasurer	 
	 	 	 	 	 
	 	CIVEO WATER AND WASTE WATER USA, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Senior Vice President and Treasurer	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO INVESTMENTS, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Senior Vice President and Treasurer	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO CANADA HOLDCO 1 LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 


  


 

Signature Page to Third Amendment to Syndicated Facility Agreement 




 


 

	 	CIVEO CANADA HOLDCO2 LTD	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO CANADA HOLDCO3 LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	STRUCTURES GP LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	WATER CANADA GP LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	PACIFIC CATERING GP LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	CANADA GP LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	PREMIUM SERVICES GP LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 


  


 


Signature Page to Third Amendment to Syndicated Facility Agreement 





 


 

	 	NORTHERN METIS CATERING GP LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	BUFFALO METIS CATERING GP LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	INSTALLATIONS GP LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	
Crown Services GP Ltd.
	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO LODGE SERVICES LIMITED PARTNERSHIP	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO STRUCTURES EMPLOYEES LIMITED PARTNERSHIP 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 


  


 

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	 	CIVEO WATER CANADA EMPLOYEES LIMITED PARTNERSHIP	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO PACIFIC CATERING EMPLOYEES LIMITED PARTNERSHIP 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO PREMIUM SERVICES EMPLOYEES LIMITED PARTNERSHIP	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO INSTALLATIONS EMPLOYEES LIMITED PARTNERSHIP 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO CROWN SERVICES EMPLOYEES LIMITED PARTNERSHIP	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	CIVEO CANADA EMPLOYEES LIMITED PARTNERSHIP	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 


  


 

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	 	CIVEO STRUCTURES INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	892493 ALBERTA INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	892489 ALBERTA INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Frank C. Steininger	 
	 	 	Name:	Frank C. Steininger	 
	 	 	Title:	Director	 


  


 

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CIVEO HOLDING COMPANY 2 PTY LTD
	
 

	 	 	 	 
	 	 	 	 
	
/s/ Bradley Dodson
	
 
	
/s/ Frank Steininger

	
Signature of Director
	
 
	
 
	
Signature of Director
	
 

	 	 	 	 	 
	
Bradley Dodson  
	
 
	
Frank C. Steininger  

	Name of Director	 	 	Name of Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	CIVEO PROPERTY PTY LTD	 
	 	 	 	 	 
	 	 	 	 	 
	/s/ Bradley Dodson	 	/s/ Frank Steininger
	Signature of Director	 	 	Signature of Director	 
	 	 	 	 	 
	Bradley Dodson	 	Frank C. Steininger
	Name of Director	 	 	Name of Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	CIVEO LINEN PTY LTD	 
	 	 	 	 	 
	 	 	 	 	 
	/s/ Bradley Dodson	 	/s/ Frank Steininger
	Signature of Director	 	 	Signature of Director	 
	 	 	 	 	 
	Bradley Dodson	 	Frank C. Steininger
	Name of Director	 	 	Name of Director	 


 


 

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	 	ROYAL BANK OF CANADA, 	 
	 	as Administrative Agent, U.S. Collateral Agent, Canadian Administrative Agent and Canadian Collateral Agent	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Ann Hurley	 
	 	 	Name:	Ann Hurley	 
	 	 	Title: 	Manager, Agency	 


  


 

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	 	RBC EUROPE LIMITED,	 
	 	as Australian Administrative Agent, Australian Collateral Agent and an Issuing Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Johnson Tse	 
	 	 	Name:	Johnson Tse	 
	 	 	Title:	Authorised Signatory 	 


  


 

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	 	ROYAL BANK OF CANADA, as a U.S. Lender, the U.S. Swing Line Lender and an Issuing Bank	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Jay T. Sartain	 
	 	 	Name:	Jay T. Sartain	 
	 	 	Title:	Authorized Signatory	 


  


 

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	 	ROYAL BANK OF CANADA, as a Canadian Lender, the Canadian Swing Line Lender and an Issuing Bank	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Bryn Davies	 
	 	 	Name:	Bryn Davies	 
	 	 	Title:	Authorized Signatory	 


  


 

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	 	ROYAL BANK OF CANADA, as an Australian Lender and an Issuing Bank	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Marcus Rayment	 
	 	 	Name:	Marcus Rayment	 
	 	 	Title:	Authorized Signatory	 


  


 

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	 	THE BANK OF NOVA SCOTIA, as a Canadian Lender and an Issuing Bank	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Mark Sparrow	 
	 	 	Name:	Mark Sparrow	 
	 	 	Title:	Director	 


  


 

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	 	BNS ASIA LIMITED, as an Australian Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Mark Levia	 
	 	 	Name:	Mark Levia	 
	 	 	Title:	Director and Head of Credit Execution & Head of BNS Asia Limited	 


  


 

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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, Canadian Branch, a Canadian Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Dennis Dasilva	 
	 	 	Name:	Dennis Dasilva	 
	 	 	Title:	Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Lindy Couillard	 
	 	 	Name:	Lindy Couillard	 
	 	 	Title:	Director	 


  


 

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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Australian Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael W. Nygren	 
	 	 	Name:	Michael W. Nygren	 
	 	 	Title:	Vice President	 


  


 

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	 	THE TORONTO-DOMINION BANK, as a Canadian Lender and Issuing Bank	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Ian McGuire	 
	 	 	Name:	Ian McGuire	 
	 	 	Title:	Director, Commercial National Accounts	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Curtis Neumann	 
	 	 	Name:	Curtis Neumann	 
	 	 	Title:	Director, Commercial National Accounts	 


  


 

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	 	TORONTO-DOMINION (TEXAS) LLC, as a U.S. Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Mark Narbey	 
	 	 	Name:	Mark Narbey	 
	 	 	Title:	Vice President	 


  


 

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	 	SUMITOMO MITSUI BANKING CORPORATION, CANADA BRANCH, as a Canadian Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Alfred Lee	 
	 	 	Name:	Alfred Lee	 
	 	 	Title:	Managing Director	 


  


 

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SUMITOMO MITSUI BANKING CORPORATION, 
	 
	 	as a U.S. Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Ryo Suzuki	 
	 	 	Name:	Ryo Suzuki	 
	 	 	Title:	General Manager	 


  


 

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	 	HSBC BANK USA, NATIONAL ASSOCIATION	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Patrick M. Hanley	 
	 	 	Name:	Patrick M. Hanley	 
	 	 	Title:	Senior Vice President	 


  


 

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	 	HSBC BANK CANADA, as a Canadian Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Paul Irving	 
	 	 	Name:	Paul Irving	 
	 	 	Title:	Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Marshall Curtis	 
	 	 	Name:	Marshall Curtis	 
	 	 	Title: 	County Head, Loan Management Unit	 


  


 

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	 	CAPITAL ONE, NATIONAL ASSOCIATION, as a U.S. Lender and Issuing Bank	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Matthew Brice	 
	 	 	Name:	Matthew Brice	 
	 	 	Title:	Vice President	 


  


 

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	 	ATB FINANCIAL, as a Canadian Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Neil Ternovatsky	 
	 	 	Name:	Neil Ternovatsky	 
	 	 	Title:	Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Jeff Lam	 
	 	 	Name:	Jeff Lam	 
	 	 	Title:	Associate Director	 


 


 

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	 	NATIONAL BANK OF CANADA, as a Canadian Lender and an Australian Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Jason Anderson	 
	 	 	Name:	Jason Anderson	 
	 	 	Title:	Manager, Energy Services Group	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Darrell Stelmack	 
	 	 	Name:	Darrell Stelmack	 
	 	 	Title:	Director, Energy Services	 


  


 

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	 	COMPASS BANK, as a U.S. Lender, a Canadian Lender, and an Australian Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Song	 
	 	 	Name:	Michael Song	 
	 	 	Title:	Senior Vice President	 


  


 

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	 	COMERICA BANK as a Canadian Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Guy Culbertson	 
	 	 	Name:	Guy Culbertson	 
	 	 	Title:	Vice President	 


  


 

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	 	CANADIAN WESTERN BANK, as a Canadian Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Kuno Ryckborst	 
	 	 	Name:	Kuno Ryckborst	 
	 	 	Title:	Senior Manager, Energy & Corporate Banking	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Amin Haque	 
	 	 	Name:	Amin Haque	 
	 	 	Title:	Manager, Energy & Corporate Banking	 


  


 

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	 	REGIONS BANK, as a U.S. Lender	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Mike Zingraf	 
	 	 	Name;	Mike Zingraf	 
	 	 	Title:	Senior Vice President	 


  


 

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THE HUNTINGTON NATIONAL BANK, as successor in interest by merger to FirstMerit Bank, N.A., as a U.S. Lender
	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Jason Schachter	 
	 	 	Name:	Jason Schachter	 
	 	 	Title:	Vice President	 


  

 

 

Signature Page to Third Amendment to Syndicated Facility Agreement