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oisasc20150518_8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 13, 2015

CIVEO CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	1-36246		46-3831207
(State or Other Jurisdiction of	(Commission File		(I.R.S. Employer Identification No.)
Incorporation or Organization)	Number)

Three Allen Center 333 Clay Street, Suite 4980
Houston, Texas		77002
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 510-2400

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☒		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On May 13, 2015, Civeo Corporation (the “Company”) entered into a First Amendment (the “First Amendment”) to its Syndicated Facility Agreement dated as of May 28, 2014 (the “Syndicated Facility Agreement”), among the Company, certain subsidiaries of the Company as borrowers, the lenders named therein, Royal Bank of Canada, as Administrative Agent and the other agents party thereto. Pursuant to and upon the effectiveness of the First Amendment, the Syndicated Facility Agreement will be amended to, among other things:

●

Permit the Company to redomicile to Canada (the “Redomicile Transaction”), make associated corporate restructurings and make certain changes to the collateral and guarantees, covenants, events of default and related definitions to reflect the Redomicile Transaction and the new credit facilities referred to below;

●

Allow for the incurrence of new credit facilities under the Syndicated Facility Agreement, including (i) a new revolving credit facility in a maximum principal amount of US$125,000,000 available to be borrowed by the new Canadian parent of the Civeo group of companies that results from the Redomicile Transaction (the “new Canadian parent”) after the effectiveness of the First Amendment and (ii) a new term loan facility in the amount of US$325,000,000 to be borrowed by the new Canadian parent on the date of the effectiveness of the First Amendment;

●

Provide for the prepayment of the existing U.S. term loans under the Syndicated Facility Agreement in the aggregate principal amount of US$725,000,000 and the reduction of the aggregate U.S. revolving loan commitments to a maximum principal amount of US$50,000,000;

●

Increase the interest rate margin by 0.25% within existing levels of total leverage and add two additional levels to the total leverage-based grid such that the interest rates for the loans range from LIBOR +2.0% to LIBOR +4.0% and increase the undrawn commitment fee to range from 0.45% to 0.90% based on total leverage;

●

Make certain changes to the application of prepayments and amortization schedules to reflect the new term loan facility and the prepayment of the U.S. term loans;

●

Make certain changes to the maximum leverage ratio financial covenant, including an increase in the permitted level of the total leverage ratio to a range of 3.50:1.00 to 4.50:1.00 (as specified in the First Amendment) for each fiscal quarter beginning with the fiscal quarter ending December 31, 2015 when the maximum leverage ratio increases to 4.00, with further increases to 4.25 for the first quarter of 2016 and 4.50 beginning with the second quarter of 2016, before a decrease in the first quarter of 2017 to 4.25, with further decreases to 4.00 for the second quarter of 2017 and 3.75 for the first quarter of 2018 through the second quarter ending June 30, 2018; and

●

Make other technical changes and amendments to the Syndicated Facility Agreement.

The First Amendment will become effective upon the satisfaction of the conditions precedent stated therein, including, among other conditions, the completion of the Redomicile Transaction.

The description of the First Amendment contained herein is subject in all respects to the First Amendment attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


EXHIBIT
NUMBER		DESCRIPTION
10.1		First Amendment to Syndicated Facility Agreement, dated as of May 13, 2015, by and among Civeo Corporation, Civeo Canadian Holdings ULC, Civeo Canada Inc., Civeo Premium Camp Services Ltd., and Civeo PTY Limited as Borrowers, the Lenders named therein, 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CIVEO CORPORATION

Date: May 19, 2015	By:	/s/ Frank C. Steininger
		Frank C. Steininger
		Senior Vice President, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS


EXHIBIT
NUMBER		DESCRIPTION
10.1		First Amendment to Syndicated Facility Agreement, dated as of May 13, 2015, by and among Civeo Corporation, Civeo Canadian Holdings ULC, Civeo Canada Inc., Civeo Premium Camp Services Ltd., and Civeo PTY Limited as Borrowers, the Lenders named therein, 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.

ex10-1.htm

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT

SYNDICATED FACILITY AGREEMENT

dated as of

May 13, 2015

among

CIVEO CORPORATION,

CIVEO CANADIAN HOLDINGS ULC,

CIVEO CANADA INC.,

CIVEO PREMIUM CAMP SERVICES LTD. and

CIVEO PTY LIMITED,

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.

FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT

THIS FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT (this “First Amendment”), dated as of May 13, 2015 is among CIVEO CANADIAN HOLDINGS ULC, an unlimited liability company organized under the laws of the Province of British Columbia (to be converted to a corporation organized under the laws of the Province of British Columbia and renamed Civeo Corporation on or about the First Amendment Effective Date (the “Parent Borrower”), CIVEO CORPORATION, a Delaware corporation (the “U.S. Borrower”), 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 U.S. Borrower and the Canadian Borrowers, the “Existing Borrowers”; the Existing Borrowers, together with the Parent Borrower, the “Borrowers”), 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 Existing Borrowers, the Agents and the Lenders are parties to that certain Syndicated Facility Agreement, dated as of May 28, 2014 (the “Credit Agreement” and, as amended by this First Amendment, the “Amended Credit Agreement”), pursuant to which the Lenders have made certain loans to and other extensions of credit on behalf of the Existing Borrowers.

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

C. The Parent Borrower desires to join the Amended Credit Agreement as a Borrower thereunder and the Agents, the Issuing Banks, the Swing Line Lenders and the Lenders desire to consent to such joinder, and as of the First Amendment Effective Date, the Parent Borrower has requested the Canadian Term Lenders to extend credit in the form of Canadian Term Loans to the Parent Borrower in the amount of the Canadian Dollar Equivalent of U.S.$325,000,000 and the Canadian Tranche B Lenders to extend credit in the form of Canadian Tranche B Revolving Credit Loans to the Parent Borrower in an aggregate principal amount at any time outstanding not in excess of U.S.$125,000,000 (or the Canadian Dollar Equivalent thereof).

D. The Borrowers have requested and the Agents, the Issuing Banks, the Swing Line Lenders and the requisite Lenders agree to consent to certain transactions described herein.

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 First Amendment refer to articles and sections of the Amended Credit Agreement.

Section 2. Amendments to Credit Agreement.

2.1 Amendment to Credit Agreement. Effective as of the First Amendment Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the conformed Credit Agreement attached as Exhibit A hereto.

2.2 Amendment to Exhibits. Effective as of the First Amendment Effective Date, the Exhibits to the Credit Agreement are hereby amended by replacing Exhibit A, Exhibit B-2, Exhibit B-4, Exhibit B-5 and Exhibit G with the Exhibit A, Exhibit B-2, Exhibit B-4, Exhibit B-5 and Exhibit G in Annex I hereto.

2.3 Amendment to Schedules. Effective as of the First Amendment Effective Date, the Schedules to the Credit Agreement are hereby amended by (a) replacing Schedule 2.01 and Schedule 2.04 with the Schedule 2.01 and Schedule 2.04 in Annex II hereto, (b) adding Schedule 2.21 in Annex II hereto as a new Schedule 2.21, and (c) replacing Schedule 1.01(b), Schedule 1.01(c), Schedule 1.01(d), Schedule 3.08, Schedule 3.09, Schedule 3.16(a), Schedule 3.16(b), Schedule 3.17, 6.01 and Schedule 6.04 with the corresponding Schedules attached to the confidential disclosure letter (the “Confidential Disclosure Letter”) delivered prior to the First Amendment Effective Date by the Parent Borrower to the Administrative Agent, in each case, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders.

Section 3. Addition of Parent Borrower as a Borrower under the Amended Credit Agreement. The Parent Borrower hereby agrees to be bound by all of the terms, conditions and provisions of the Amended Credit Agreement and the other Loan Documents to which is becomes a party (and in furtherance thereof, the Parent Borrower ratifies and confirms, as to itself, all such terms, conditions and provisions) and, effective on the First Amendment Effective Date, becomes a party to the Amended Credit Agreement as a Borrower with the same effect as if it were an original signatory to the Amended Credit Agreement. From and after the First Amendment Effective Date, the Parent Borrower shall have the rights and obligations of a Borrower under the Amended Credit Agreement and under the other Loan Documents and shall be bound by the terms, conditions and provisions thereof.

Section 4. Reduction of U.S. Revolving Commitments and Partial Repayment of U.S. Term Loans. The Borrowers agree that (a) on the First Amendment Effective Date, (i) the U.S. Revolving Loans will be repaid such that the aggregate principal amount of U.S. Revolving Credit Loans does not exceed U.S.$50,000,000, (ii) the U.S. Term Loans will be prepaid in the aggregate principal amount of $725,000,000 and (iii) the U.S. Revolving Commitment will be permanently reduced to an aggregate amount of $50,000,000, and (b) on the tenth Business Day after the First Amendment Effective Date, the aggregate principal amount of all Loans outstanding on such date will not exceed U.S.$525,000,000. The failure to comply with this Section 4 shall constitute an immediate Event of Default under the Credit Agreement.

Section 5. Reallocation of Commitments. Effective as of the First Amendment Effective Date, the U.S. Revolving Lenders and the U.S. Term Lenders have agreed among themselves, in consultation with the U.S. Borrower, to reallocate their respective U.S. Revolving Commitments and U.S. Term Loans such that following the prepayments and reductions of commitments referred to in Section 4, the U.S. Revolving Lenders and the U.S. Term Lenders will hold U.S. Revolving Commitments and U.S. Term Loans in the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “U.S. Revolving Commitment” or “U.S. Term Loans,” respectively. The Administrative Agent and the U.S. Borrower hereby consent to such reallocations and the U.S. Lenders’ assignments of their U.S. Revolving Commitments and U.S. Term Loans. With respect to such reallocation, each U.S. Lender shall be deemed to have acquired the U.S. Revolving Commitment and/or U.S. Term Loans allocated to it from each of the other U.S. Lenders pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if each applicable U.S. Lender as assignee and each applicable U.S. Lender as assignor had executed an Assignment and Assumption with respect to such allocation. In connection with this assignment and for purposes of this assignment only, (a) the Administrative Agent waives the processing and recordation fee under Section 9.04(b)(iv) of the Credit Agreement and (b) the Administrative Agent, the Borrowers, and the Lenders party hereto waive the last sentence of the penultimate paragraph of Section 9.04(b) of the Credit Agreement.

Section 6. Consent. The Required Lenders hereby (a) acknowledge and consent to the terms of the Redomicile Transaction (as defined in the Form S-4 (as defined below)) pursuant to the Form S-4 Registration Statement of Civeo Corporation as filed with the Securities and Exchange Commission on December 31, 2014 (the “Form S-4”) without giving effect to any amendments thereto that would be materially adverse to the interests of the Lenders unless the Administrative Agent otherwise expressly consents and (b) waive any Event of Default pursuant to Section 7.01(m) occurring as a result of the Redomicile Transaction.

Section 7. Consent Fees; Upfront Fees. The Borrowers agree to pay to the Administrative Agent (a) for the account of each Lender that (i) notifies the Administrative Agent (or its counsel) that it has consented to this First Amendment and (ii) delivers evidence satisfactory to the Administrative Agent that it has obtained all credit and other internal approvals necessary to enter into this First Amendment, in each case at or prior to 5:00 p.m., New York City time, on May 1, 2015, a consent fee (the “Consent Fees”) in an amount equal to 0.125% of the aggregate principal amount of the outstanding U.S. Term Loans, the U.S. Revolving Commitment, the Canadian Tranche A Revolving Commitment and the Australian Revolving Commitment of such Lender as of the First Amendment Effective Date, after giving effect to the Amended Credit Agreement and (b) for the account of each Lender that has a Canadian Term Commitment or a Canadian Tranche B Revolving Commitment as of the First Amendment Effective Date, an upfront fee (the “Upfront Fees”) in an amount equal to 0.50% of the aggregate principal amount of the Canadian Term Commitment and the Canadian Tranche B Revolving Commitment of such Lender; provided that the Borrowers shall have no obligation to pay any such Consent Fees or Upfront Fees if this First Amendment does not become effective in accordance with Section 8 below. The Consent Fees and the Upfront Fees shall be payable in immediately available funds on the First Amendment Effective Date, shall not be subject to setoff or counterclaim and shall be in addition to any other amounts referred to in Section 8 below.

Section 8. Conditions Precedent. This First 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 “First Amendment Effective Date”):

8.1 The Administrative Agent shall have received from the requisite Lenders, the Swing Line Lenders, the Issuing Banks, the other Agents, the Borrowers and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Persons.

8.2 The Administrative Agents and the Lead Arranger shall have received all Fees and other amounts due and payable on or prior to the First 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.

8.3 The Applicable Administrative Agent shall have received a notice of each Borrowing to be made on the First Amendment Effective Date as required by Section 2.03 of the Amended Credit Agreement.

8.4 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 First 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.

8.5 No Default or Event of Default shall have occurred and be continuing, after giving effect to the terms of this First Amendment.

8.6 The shareholders of the U.S. Borrower shall have approved the Redomicile Transaction on or before May 15, 2015.

8.7 The Administrative Agent shall have received, on behalf of itself, the other Agents, the Lenders and the Issuing Banks:

(a) any Note requested by a Lender pursuant to Section 2.04 of the Amended Credit Agreement payable to such requesting Lender;

(b) a favorable written opinion of each of (1) Simpson Thacher & Bartlett LLP, U.S. counsel for the Borrowers, (2) Dentons Canada LLP, Canadian counsel to the Canadian Borrowers and the Parent Borrower, and (3) Arnold Bloch Leibler, Australian counsel to the Australian Secured Parties, in each case (A) dated on or about the First Amendment Effective Date, (B) addressed to the Agents, the Issuing Banks and the Lenders, and (C) covering such matters relating to the Loan Documents in respect of the jurisdiction of the relevant counsel as the Administrative Agent shall reasonably request, and the Borrowers hereby request such counsel to deliver such opinions;

(c) a certificate as to the good standing or tax status of each Borrower and each Guarantor (other than an Australian Loan Party) or a certified copy of the certificate incorporation of each Australian Loan Party as of a recent date, from the Secretary of State or other relevant Governmental Authority of the state or jurisdiction of its organization;

(d) a certificate of the Secretary, Assistant Secretary or, in respect of an Australian Loan Party, director or company secretary (or such other corporate officer satisfactory to the Administrative Agent) of each Borrower and each Guarantor dated as of the First Amendment Effective Date and certifying (1) that attached thereto is a true and complete copy of the organizational documents of such Borrower or Guarantor as in effect on the First Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that (A) in the case of a Borrower or Guarantor other than an Australian Loan Party, attached thereto is a true and complete copy of, or (B) in the case of an Australian Loan Party, attached there is an extract of, resolutions duly adopted by the Board of Directors (or persons performing similar functions) of such Borrower or Guarantor authorizing the Transactions to be entered into by such Borrower or Guarantor and the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the borrowings under the Amended Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (3) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Borrower or Guarantor;

(e) a certificate, dated the First Amendment Effective Date and signed by a Financial Officer of the Parent Borrower, certifying (1) compliance with the conditions precedent set forth in Section 4.01(b) and (c) of the Amended Credit Agreement, and (2) based on the Parent Borrower’s projections, in each case after giving pro forma effect (using the criteria therefor described in Section 6.04(i) of the Amended Credit Agreement) to the Borrowings contemplated under the Amended Credit Agreement on the First Amendment Effective Date, the Transactions and the other transactions contemplated thereby, that (A) the Parent Borrower and its subsidiaries, taken as a whole, will be Solvent on the First Amendment Effective Date and (B) the Parent Borrower and its subsidiaries will be in pro forma compliance (using the criteria therefor described in Section 6.04(i) of the Amended Credit Agreement) with Sections 6.10 and 6.11 of the Amended Credit Agreement as of the First Amendment Effective Date;

(f) an amendment to the CAM Exchange Agreement dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agents (the “First Amendment to CAM Exchange Agreement”), duly executed by the Administrative Agents;

(g) (1) an omnibus amendment to the U.S. Guarantee Agreement, U.S. Pledge Agreement and the U.S. Security Agreement, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, duly executed by the parties thereto, (2) an omnibus amendment to the Canadian Guarantee Agreement, the Canadian Pledge Agreement and the Canadian Security Agreement dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, duly executed by the parties thereto, and (3) an omnibus amendment to the Australian Guarantee Agreement, the Australian Security Deed, the Australian Security Trust Deed and the Australian Share Security Deed dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, duly executed by the parties thereto;

(h) a Parent Borrower Pledge Agreement, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, dated as of the First Amendment Effective Date, duly executed by the Parent Borrower and each intermediary entity between the Parent Borrower and the U.S. Borrower, under which the Parent Borrower and such entities will pledge all of the outstanding Equity Interests owned by them, including, without limitation, all of the outstanding Equity Interests of the U.S. Borrower, in each case, to the Canadian Collateral Agent for the ratable benefit of the Secured Parties, together with certificates representing such Equity Interests, if any, accompanied by instruments of transfer and stock powers endorsed in blank, which shall be in the actual possession of the Canadian Collateral Agent and, if required, the registration of the applicable financing statements at the applicable personal property registry in Canada necessary to create a valid, legal and perfected first-priority Lien on the Collateral described therein (subject to any Lien expressly permitted by Section 6.02 of the Amended Credit Agreement), and all actions required to perfect the security interests granted pursuant to the Parent Borrower Pledge Agreement have been taken;

(i) a Parent Borrower Security Agreement, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, dated as of the First Amendment Effective Date duly executed by the Parent Borrower and each intermediary entity between the Parent Borrower and the U.S. Borrower, and each document (including each financing statement) required by law or reasonably requested by the Canadian Collateral Agent to be filed, registered or in order to create in favor of the Canadian Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority Lien on the Collateral (subject to any Lien expressly permitted by Section 6.02 of the Amended Credit Agreement) described in such agreement, and all actions required to perfect the security interests granted pursuant to the Parent Borrower Security Agreement have been taken;

(j) an Australian general security deed, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, dated as of the First Amendment Effective Date, duly executed by the Affiliate Australian Land Company, pursuant to which the Affiliate Australian Land Company will provide security with respect to the Obligations of the Australian Loan Parties and the Canadian Loan Parties;

(k) the results of (i) a search of the Uniform Commercial Code filings or (ii) searches of filings at the applicable provincial or territorial personal property security registries in Canada, as applicable (made with respect to each Borrower and Guarantor in the state (or other jurisdiction) within the U.S. or Canada in which such person is organized, and the other jurisdictions in which Uniform Commercial Code filings (or equivalent PPSA (Alberta) or equivalent personal property security legislation of applicable provinces or territories in Canada) are to be made or amended pursuant to the preceding paragraph), together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agents that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 of the Amended Credit Agreement or have been or will be contemporaneously released or terminated on the First Amendment Effective Date;

(l) a Parent Borrower Guarantee Agreement, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, dated as of the First Amendment Effective Date, duly executed by the Parent Borrower and each intermediary entity between the Parent Borrower and the U.S. Borrower;

(m) a deed of guarantee and indemnity, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, dated as of the First Amendment Effective Date, duly executed by the Affiliate Australian Land Company, pursuant to which the Affiliate Australian Land Party will provide a guarantee with respect to the Obligations of the Australian Loan Parties and the Canadian Loan Parties;

(n) with respect to the Parent Borrower, a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02;

(o) all documentation and other information that the Administrative Agents, the Lead Arranger or the Lenders shall have requested in order to comply with their respective obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case to the extent such documentation and other information shall have been reasonably requested not less than five (5) Business Days prior to the First Amendment Effective Date;

(p) a certificate, dated the First Amendment Effective Date and signed by a Financial Officer of the Parent Borrower, certifying (1) true, correct and complete copies of all of the Inversion Documents and any financial statements required to be included in the Form 10, together with all amendments, supplements, waivers or other modifications thereto and (2) that (A) the SEC shall have declared effective the Form S-4 under the Securities Exchange Act of 1934, no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC, (B) the Merger Agreement (as defined in the Form S-4) has been adopted by the requisite vote of shareholders, (C) the Parent Borrower has been converted from an unlimited liability company to a limited company formed under the laws of British Columbia, Canada, (D) the Civeo Canada Common Shares (as defined in the Form S-4) to be issued pursuant to the Redomicile Transaction are authorized for listing on the NYSE, subject to official notice of issuance, (E) none of the parties to the Merger Agreement is subject to any decree, order or injunction that prohibits the consummation of the Redomicile Transaction, (F) any consents of any third party required to consummate the Redomicile Transaction have been obtained and are in full force and effect, and (G) the Certificate of Merger (as defined in the Merger Agreement) meeting the requirements of Section 251(c) of the Delaware General Corporation Law has been properly executed and filed in accordance with such section and all other filings or recordings as required by the Delaware General Corporation Law in connection with the Redomicile Transaction have been made;

(q) evidence satisfactory to the Administrative Agent that the financial assistance shareholder approval process provided for in section 260B of the Australian Corporations Act allowing the Australian Borrower, Australian Holdco and the Australian Subsidiary Guarantors to provide financial assistance by entering into this Amendment and any other Loan Document has been completed (“Whitewash”), including (1) receiving copies of all corporate authorizations, explanatory statements and any other documents, forms or certificates necessary to complete the Whitewash process (all in form and substance reasonably satisfactory to the Administrative Agent) and (2) evidence that all requisite forms have been lodged with the Australian Securities and Investments Commission and the 14 day statutory period referred to in section 260B(6) of the Australian Corporations Act has elapsed; and

(r) such other documents as Administrative Agent or special counsel to Administrative Agent may reasonably request.

8.8 The First Amendment Effective Date shall have occurred on or before September 30, 2015.

The Administrative Agent is hereby authorized and directed to declare this First Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 8 or the waiver of such conditions as permitted in Section 9.08 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Section 9. 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 10. Multi-Jurisdictional Mortgage Statement. Within 90 days of the First Amendment Effective Date, the Australian Borrower shall deliver the following to or at the direction of the Australian Collateral Agent: (1) a multi-jurisdictional mortgage statement signed on behalf of each Australian Loan Party where any of the Collateral the subject of the Australian Security Deed is situated or taken under the Duties Act 1997 (NSW) to be situated in New South Wales, Australia, and (2) cleared funds sufficient to pay any duty payable as determined on the basis of the multi-jurisdictional mortgage statement.

Section 11. Miscellaneous.

11.1 Confirmation. The provisions of the Credit Agreement, as amended by this First Amendment, are hereby ratified and confirmed by the Borrowers and shall remain in full force and effect following the effectiveness of this First 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.

11.2 Ratification and Affirmation; Representations and Warranties. Each of the Borrowers hereby (a) acknowledges the terms of this First Amendment; (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 and (c) represents and warrants to the Lenders that as of the First Amendment Effective Date, after giving effect to the terms of this First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party 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 is true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to 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 is true and correct in all respects) as of such specified earlier date and (ii) no Default or Event of Default has occurred and is continuing.

11.3 Limited Waiver of Certain Notice Requirements. Solely for purposes of the repayment of the U.S. Revolving Credit Loans, the prepayment of the U.S. Term Loans and the permanent reduction of the U.S. Revolving Commitment, in each case, in accordance with Section 8.2, the Lenders party hereto hereby (a) waive the requirement under Section 2.09(c) that the U.S. Borrower provide three Business Days’ prior irrevocable written notice in connection with such permanent reduction of the U.S. Revolving Commitments and (b) waive the requirement under Section 2.11(a) of the Credit Agreement that the U.S. Borrower provide prior written notice as set forth therein in connection with the repayment of the U.S. Revolving Credit Loans and the prepayment of the U.S. Term Loans. The waivers by the Lenders described in this Section 11.3 shall not be construed to be a consent to, or a permanent waiver of, Sections 2.09(c) or 2.11(a) 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.

11.4 Authorization to Enter into First Amendment to CAM Exchange Agreement. Each Lender hereby (a) agrees to the terms of the First Amendment to CAM Exchange Agreement and (b) authorizes and instructs each Collateral Agent to enter into the First Amendment to CAM Exchange Agreement.

11.5 Loan Document. This First 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.

11.6 Counterparts. This First 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 First Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

11.7 NO ORAL AGREEMENT. THIS FIRST 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.

11.8 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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

	CIVEO CORPORATION



	By:	/s/ Bradley J. Dodson
	Name:	Bradley J. Dodson
	Title:	President and Chief Executive Officer

	CIVEO CANADIAN HOLDINGS ULC



	By:	/s/ Bradley J. Dodson
	Name:	Bradley J. Dodson
	Title:	President and Chief Executive Officer

	CIVEO CANADA INC.
	CIVEO PREMIUM CAMP SERVICES LTD.



	By:	/s/ Jason Hall
	Name:	Jason Hall
	Title:	Corporate Controller and Secretary